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EXHIBIT 10.11(c)



Second Amendment to Lease




     This Second Amendment to Lease (this “Amendment”) dated April 15, 2005 is
executed by and between Syufy Enterprises, L.P., a California limited partnership
(“Landlord”) and Century Theatres, Inc., a California corporation
(“Tenant”).



Witnesseth:




     Whereas, Landlord and Century Theatres of California, Inc., a California
corporation, entered into a lease dated December 1, 1995, as amended by that certain First
Amendment to Lease, dated September 1, 2000 between Landlord and Century Theatres, Inc., a Delaware
corporation (as amended, the “Lease”), for a motion picture building and related parking (the
“Premises”) located at Red Elk Drive and Big Horn Boulevard, Laguna, County of Sacramento,
California and known as Century Laguna 16; capitalized terms used but not defined herein shall have
the meanings set forth in the Lease; and



     Whereas, Century Theatres, Inc., a Delaware corporation (“Century Theatres (DE)”),
succeeded Century Theatres of California, Inc., as Tenant; and



     Whereas, Century Theatres (DE) assumed all obligations of Century Theatres of
California, Inc., as set forth in the Lease; and



     Whereas, Century Theatres, Inc., a California corporation, has succeeded
Century Theatres (DE) as Tenant; and



     Whereas, Century Theatres, Inc., a California corporation, has assumed all
obligations of Century Theatres (DE), as set forth in the Lease; and



     Whereas, the parties desire now to amend the Lease to revise and clarify
certain obligations between the parties, as hereinafter provided;



     Now, Therefore, the parties hereto mutually agree that, notwithstanding anything to
the contrary therein, the Lease shall be amended as follows:



A. Landlord’s Right to Develop




     1. After the first sentence of Section 2.01 (a) of the Lease, the following is hereby
inserted:




Tenant expressly agrees that Landlord shall have the right, but shall have no
obligation, to demolish, renovate, remodel, reconstruct or otherwise alter or
develop in any manner the Entire Premises or any portion thereof for any and
all uses beyond the Permitted Use (the “Development”) without Tenant’s
consent; provided, however, that the Development shall not materially
interfere with the Permitted Use or impede Tenant’s access to the Premises
other than as expressly set forth herein. In addition to developing some or
all of the Entire Premises that are outside of the



Century Laguna 16 — Laguna, California




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Building, Landlord’s Development rights set forth above shall include
the rights to develop and lease at least one (1) pad for retail purposes
substantially as shown on Exhibit A attached hereto (the “Retail Pad”) and all
roof-top and other exterior communication and advertising rights on or about
the Entire Premises, including, without limitation, the exclusive right to
install, locate, maintain, use, replace and repair satellite dishes and other
roof-top communications equipment on the roof of the Building. In connection
with the foregoing, (a) Tenant agrees that Tenant shall have no right to lease
or otherwise allow any third party to access or use the roof of the Building
or any portion of the Premises for any use other than the Permitted Use and
(b) in the event that Landlord develops and leases the Retail Pad, at
Landlord’s option, Tenant shall enter into a reciprocal parking agreement
granting Landlord and the Retail Pad tenant(s) nonexclusive access to and use,
without charge or restriction, of the parking areas serving the Premises and
described in the Lease. Notwithstanding the foregoing, Landlord and Tenant
agree that in connection with the Development, Landlord may, among other
things, require Tenant to remove up to two hundred (200) theatre seats from
the Premises (the “Agreed Upon Reduction”) in order to accommodate the parking
requirements of both Tenants’ use of the Premises and the Development, as such
parking requirements are reasonably determined by Landlord. In no event shall
Tenant be entitled to an abatement of Rent or consideration of any kind in
connection with the Agreed Upon Reduction.



     2. Tenant hereby waives all claims of any nature whatsoever Tenant may now have or may
hereafter have against Landlord relating in any manner to, directly or indirectly, the Development.
Without limiting the generality of the foregoing, Landlord shall not be liable for any damage to
persons or property located in, on or about the Premises resulting from or in connection with the
Development, and Tenant waives and shall defend, indemnify and hold harmless Landlord from any and
all claims asserted by Tenant or Tenant’s officers, agents, employees, contractors, licensees,
invitees or guests arising from damage resulting from or in connection with the Development (except
to the extent such damage is caused by the willful act or gross negligence of Landlord; provided,
however, that Landlord shall not be liable for any consequential damages, including, without
limitation, any claim for loss of profit or business).



B. Surrender




     Notwithstanding anything to the contrary in the Lease, upon the expiration or earlier
termination of the Lease and promptly following Tenant’s receipt of a cost estimate thereof from
Landlord, Tenant shall pay to Landlord an amount equal to the cost of demolishing the improvements
located on the Premises and removing all surface debris therefrom to Landlord’s reasonable
satisfaction, as such cost estimate is determined by Landlord in Landlord’s sole and absolute
discretion; provided, however, that Tenant may remove any or all of Tenant’s furniture, fixtures
and equipment (the “FF&E”) from the Premises, so long as such removal occurs within forty-five (45)
days after the Termination Date and Tenant repairs all extraordinary damage caused by such removal.
Except as set forth above, from and after the Termination Date, the parties shall have no further
rights under the Lease nor further obligations with respect to the



Century Laguna 16 — Laguna, California





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Premises, except for any rights or obligations which expressly survive the termination of
the Lease in accordance with the provisions thereof or at law.




C. Miscellaneous




     1. This Amendment constitutes the entire understanding of the parties with respect
to the subject matter hereof and all prior agreements, representations, and understandings
between the parties, whether oral or written, are deemed null, all of the foregoing having
been merged into this Amendment.



     2. This Amendment to Lease is hereby executed and shall be effective as of the date
first written above. All other conditions of the Lease shall remain in full force and effect.



     3. This Amendment shall bind and inure to the benefit of Landlord and Tenant and
their respective legal representatives and successors and assigns.



     4. Each party hereby specifically represents and warrants that its execution of this
Amendment has been duly authorized by all necessary corporate or other action, and that this
Amendment when fully signed and delivered shall constitute a binding agreement of such party,
enforceable in accordance with its terms.



     5. The parties acknowledge that each party and/or its counsel have reviewed and
revised this Amendment and that no rule of construction to the effect that any ambiguities are
to be resolved against the drafting party shall be employed in the interpretation of this
Amendment or any amendments or exhibits to this Amendment or any document executed and delivered by
either party in connection with this Amendment.



     6. This Amendment may be executed in counterparts each of which shall be deemed
an original and all of which taken together shall constitute one and the same agreement.



[Signatures on following page]




Century Laguna 16 — Laguna, California




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     In Witness Whereof, Landlord and Tenant have executed this Amendment to
be effective as of the date first written above.



	 	 	 	 	 	 	 
	Syufy Enterprises, L.P.,

	 	 	 	Century Theatres, Inc.,	 	 
	a California limited partnership

	 	 	 	a California corporation	 	 
	“Landlord”

	 	 	 	“Tenant”	 	 
	 
	 	 	 	 	 	 
	/s/ Raymond Syufy

	 	 	 	/s/ Joseph Syufy	 	 
	 


	 	 
	 	 

	 	 
	Raymond Syufy

	 	 	 	Joseph Syufy,	 	 
	Chief Executive Officer

	 	 	 	Chief Executive Officer	 	 






Century Laguna 16 — Laguna, California





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