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EXHIBIT 10.16(c)



NOTE: THIS
DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT
TO RULE 406
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PORTIONS OF THIS DOCUMENT FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE MARKED HEREIN BY “***”. SUCH
REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIAL
TREATMENT REQUEST.



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”).




WlTNESSETH:




          Whereas, Landlord and Century Theatres of California, Inc., a California
corporation, entered into a lease dated September 30, 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 Century 12 Park Redwood, 557 E. Bayshore, Redwood City, California;
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.      Abatement of Rent




          From
and after the date the movie theatre operated by Tenant and located
*** in
downtown Redwood City (the “Downtown Theater”) opens for business (the “Opening Date”), Tenant’s
obligation to pay Rent shall abate for the Term of the Lease; provided, however, that (i) Tenant
shall at all times operate a first-class motion picture theatre showing only first-run films at the
Premises, and (ii) Tenant shall not be in default under the Lease.



B.      Termination Right Upon Downtown Theater Opening




          From and after the Opening Date, Landlord may but shall not be obligated to terminate the
Lease by delivering written notice (the “Termination Notice”) to Tenant indicating the desired
termination date (the “Termination Date”); provided, however, that if after the Opening Date
Landlord has, in the exercise of reasonable diligence, executed a new lease for the Entire Premises
and has obtained all necessary and appropriate entitlements and final approvals from all




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governmental or quasi-governmental authorities for the particular use contemplated by the
new lease, and the appeal periods for all such entitlements and approvals have expired without the
filing of an appeal, or if an appeal has been filed, such appeal has been resolved to Landlord’s
sole satisfaction, Landlord shall be obligated to terminate the Lease and the Termination Date
shall be the date on which all of the aforesaid conditions have, in Landlord’s sole and absolute
discretion, been satisfied. If Landlord delivers a Termination Notice to Tenant as set forth above,
then, as of the Termination Date, the parties shall have no further rights under the Lease nor
further obligations with respect to the Premises, with the exception of any rights or obligations
which expressly survive the termination of the Lease in accordance with the provisions thereof or
at law.




C.      Landlord’s Right to Develop




          1. The second sentence of Section 2.01 (a) of the Lease is hereby deleted in its
entirety and replaced with the following:





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 Tenant’s access to the Premises. In
addition to developing some or all of the Entire Premises that are outside of
the Building, Landlord’s Development rights set forth above shall include the
right to develop at least two (2) retail pads anywhere in the Entire Premises,
subject to Landlord’s ability to provide sufficient additional parking to
satisfy applicable governmental requirements, 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, 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.



          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).




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




E.      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]




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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.,

a California limited partnership

“Landlord”

	 	 	 	Century Theatres, Inc., 

a California corporation 

“Tenant”	 	 
	 
	 	 	 	 	 	 
	/s/ Raymond Syufy
 

Raymond Syufy, 

Chief Executive Officer

	 	 
	 	/s/ Joseph Syufy
 

Joseph Syufy,

Chief Executive Officer
	 	 






Redwood City 12 — Redwood City, California




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