Contract

EXHIBIT 10.43 THIRD AMENDMENT TO CONTRACT OF SALE AND LEASE AGREEMENT PRITCHARD SQUARE LLC -SELLER- OLP BROOKLYN PAVILION LLC – PURCHASER – PRITCHARD SQUARE CINEMA LLC – TENANT – AS OF NOVEMBER 1, 2003 PAVILION THEATRE 188 PROSPECT PARK WEST BROOKLYN, NEW YORK THIRD AMENDMENT TO CONTRACT OF SALE AND TO LEASE AGREEMENT This THIRD AMENDMENT TO CONTRACT OF SALE AND LEASE AGREEMENT (this”Amendment”) is made and entered into as of the 1st day of November, 2003 by andbetween Pritchard Square LLC, a New York limited liability company having anaddress at 188 Prospect Park West, Brooklyn, New York 11215 (“Seller”), OLPBrooklyn Pavilion LLC, a Delaware limited liability company having an office atSuite 303, 60 Cutter Mill Road, Great Neck, New York 11021 (“Purchaser”) andPritchard Square Cinema LLC, a New York limited liability company having anaddress at 188 Prospect Park West, Brooklyn, New York (“Tenant”). W I T N E S S E T H : – – – – – – – – – – WHEREAS, Seller and Purchaser entered into that certain Contract of Saledated as of June 5, 2002 calling for the sale and purchase and leaseback byTenant of the Premises therein defined (the “Original Contract of Sale”); WHEREAS, Tenant and Purchaser entered into that certain Lease Agreementdated August 9, 2002 (the “Original Lease”); WHEREAS, Seller, Tenant and Purchaser entered into that certain FirstAmendment to Contract of Sale and Lease Agreement dated as of August 9, 2002(the “First Amendment”); WHEREAS, Seller, Tenant and Purchaser entered into that certain SecondAmendment to Contract of Sale and Lease Agreement dated as of April 2, 2003 (the”Second Amendment”; the Original Contract of Sale and the Original Lease asamended by the First Amendment and the Second Amendment are hereafterrespectively referred to as the “Master Lease” and the “Contract of Sale); WHEREAS, Seller, Tenant and Purchaser now wish to amend the Master Leaseand the Contract of Sale as herein set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained,the sufficiency of which being hereby acknowledged, the parties hereto do herebyagree as follows: 1. DATES. The timeframe referenced in Paragraph 1A(ii) of the FirstAmendment for the completion of the installation of the updated Fire System andthe Fire Doors is hereby extended until March 31, 2004. 2. ELEVATOR. Pursuant to Paragraph 4A(ii) of the Second Amendment, $75,000of the remaining $125,000 Improvement Holdback is being held pending theinstallation of the Elevator. Tenant has indicated to Landlord that Tenant andits architects do not believe that the Elevator is practical to install at thePremises and nor would it materially aid in Tenant’s business and does notaffect the legality or value of the Premises. Landlord therefore hereby agreesto waive the ——————————————————————————- LEASE YEAR MINIMUM ANNUAL MONTHLY RENT ——————————————————————————- Lease Years 1 & 2 $1,140,000.00 $95,000.00 ——————————————————————————- Lease Year 3 $1,193,500.00 $99,458.33 ——————————————————————————- Lease Year 4 $1,252,712.50 $104,392.71 ——————————————————————————- Lease Year 5 $1,282,655.31 $106,887.94 ——————————————————————————- Lease Year 6 $1,313,346.70 $109,445.56 ——————————————————————————- Lease Year 7 $1,289,805.36 $107,483.78 ——————————————————————————- Lease Year 8 $1,322,050.50 $110,170.88 ——————————————————————————- Lease Year 9 $1,355,101.76 $112,925.15 ——————————————————————————- Lease Year 10 $1,388,979.30 $115,748.28 ——————————————————————————- Lease Year 11 $1,423,703.79 $118,641.98 ——————————————————————————- Lease Year 12 $1,459,296.38 $121,608.03 ——————————————————————————- Lease Year 13 $1,495,778.79 $124,648.23 ——————————————————————————- Lease Year 14 $1,533,173.26 $127,764.44 ——————————————————————————- Lease Year 15 $1,571,502.59 $130,958.55 ——————————————————————————- Lease Year 16 $1,610,790.16 $134,232.51 ——————————————————————————- Lease Year 17 $1,651,059.91 $137,588.33 ——————————————————————————- Lease Year 18 $1,692,336.41 $141,028.03 ——————————————————————————- Lease Year 19 $1,734,644.82 $144,553.74 ——————————————————————————- Lease Year 20 $1,778,010.94 $148,167.58 ——————————————————————————- In addition, Tenant shall simultaneously herewith pay to Landlord theImpositions payments due on October 1, 2003 and November 1, 2003, respectively,in the total amount of $13,824.36. 4. MISCELLANEOUS. A. Except as modified hereby, the Contract of Sale andthe Master Lease remain in full force and effect. B. Capitalized and/or defined terms used but not defined herein shall havethe meanings ascribed to them in the Contract of Sale or the Master Lease as thecase may be, unless the context shall otherwise clearly require. C. Tenant acknowledges and agrees that a default by either Seller or Tenantof any of their obligations under this Third Amendment shall constitute an Eventof Default under the Master Lease. As to Tenant, dates herein provided are timeof the essence as provided in the Master Lease and are not subject to ForceMajeure generally but may be extended solely due to a delay that can be directlyattributed to an act of war or terrorism in the New York City metropolitan areafollowing the date hereof. Tenant understands and agrees that none of thecircumstances herein set forth shall in any manner allow it to abate any portionof its rent under the Master Lease. Seller and Tenant represent and warrant therecitals hereinabove are true to the best of their knowledge. D. Tenant hereby acknowledges that as of the date hereof Landlord is not indefault under any obligation it may have under the Master Lease, as amendedhereby, and that Purchaser is not in default under any obligation it may haveremaining under the Contract of Sale, as amended hereby, and Tenant herebywaives any claim it may have through the date hereof against Landlord (andPurchaser) and its employees, officers, directors, trustees, members, partners,shareholders and representatives. IN WITNESS WHEREOF, the undersigned have duly executed and delivered thisThird Amendment as of the date first hereinabove written.PRITCHARD SQUARE LLC, as SellerBy: /s/ Norman Adie ————————————Name: Norman Adie ———————————–Title: Managing Member ———————————-OLP BROOKLYN PAVILION LLC, as Purchaserby: OLP-MTC Holdings, LLC, its sole memberby: OLP Movies LLC, its managerby: One Liberty Properties, Inc, its sole memberBy: /s/ Mark H. Lundy ———————————— Mark H. Lundy Vice PresidentPRITCHARD SQUARE CINEMA LLC, as TenantBy: /s/ Norman Adie ————————————Name: Norman Adie ———————————-Title: Managing Member ———————————- /s/ Norman Adie- —————————————Norman Adie, personally as guarantor to confirmthat his guaranty of the Master Lease includes theguaranty of the covenants of Tenant herein providedand to confirm his agreement to the foregoing