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EXHIBIT
10.13(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 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 1171 North Capitol Avenue in San Jose, California and known as Century
Berryessa; 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 the Lease shall be amended as
follows:


A. Alterations — Changes




     Section 7.01 is hereby amended as follows:



     1. The last sentence of Section 7.01(A) is deleted in its entirety and replaced with
the following:




Except as set forth in Section 7.01(E) below, Tenant must obtain Landlord’s
prior written approval, which approval may be given or withheld in Landlord’s
sole and absolute discretion, prior to making any changes, alterations or
additions which are structural or exterior in nature.



Century Berryessa — San Jose, California





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     2. The following shall be inserted at the end of Section 7.01 (B):




If any such lien attaches to the Premises or any part thereof, and Tenant does
not cause the same to be released by payment, bonding or otherwise within ten
(10) days after the attachment thereof, Landlord shall have the right but not
the obligation to cause the same to be released, and any sums expended by
Landlord (plus Landlord’s administrative costs) in connection therewith shall
be payable by Tenant on demand with interest thereon from the date of
expenditure by Landlord at the rate of eighteen percent (18%) per annum. Tenant
shall give Landlord at least ten (10) days’ notice prior to the commencement of
any alterations, additions or changes, and cooperate with Landlord in posting
and maintaining notices of non-responsibility in connection therewith.



     3. The following new Section 7.01(D) shall be inserted after Section 7.01(C):




Tenant shall obtain liability insurance, in form and amount and from an
insurance company acceptable to Landlord, insuring against damage and injury to
person and property arising out of any alteration, addition or change. Tenant
shall deliver to Landlord reasonably satisfactory documentary evidence that
such insurance is in force before starting any work.



     4. The
following new Section 7.01(E) shall be inserted after Section 7.01(D) and before Section 7.02:







Notwithstanding the terms and provisions of Section 7.01(A) above, Tenant may,
without first obtaining Landlord’s prior written approval, construct a movie
theater containing up to fifty-thousand (50,000) square feet with up to sixteen
(16) movie screens and up to two thousand seven hundred (2,700) seats (the “New
Theater”), subject to the following:




(i) Prior to the construction of the New Theater, Tenant shall provide Landlord
with copies of the following: (a) detailed final plans and specifications
prepared by a licensed architect or engineer, (b) building permits and all
other required governmental approvals for the construction of the New Theater,
(c) a copy of the construction contract, including the name of the contractor
and all subcontractors proposed by Tenant to construct the New Theater, and (d)
a copy of the contractor’s license.




(ii) During the construction of the New Theater, Tenant shall continue to
pay Landlord all Rent due and payable to Landlord pursuant to Article IV of
this Lease.




(iii) Within forty-five (45) days following the completion of the New Theater,
Tenant shall provide Landlord with copies of the following documents: (a) the
as-built plans and specifications for the New Theater, and (b) all certificates
of occupancy for the New Theater.



Century Berryessa — San Jose, California




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(iv) The construction and operation of the New Theater shall not
obstruct or interfere with the parking and access rights of other tenants (and their
employees and invitees) on or about the Entire Premises or any property adjacent
thereto and owned by Landlord or an affiliate of Landlord.




(v) Landlord shall contribute no funds towards and shall have no ownership
interest in the New Theater subject to the rights and obligations of the parties
in Section C (“Surrender”) below.


B. 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 (which for all purposes herein shall include the New Theater),
Landlord’s Development rights set forth above shall include 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).


C. 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



Century Berryessa — San Jose, California





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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.



D. 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 Berryessa — San Jose, 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 Berryessa — San Jose, California





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