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EXHIBIT
10.31(d)





Third Amendment to Lease




     This Third 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. entered into a lease
dated September 30, 1995, as amended by that certain First Amendment to Lease, dated October 1,
1996, between Syufy Enterprises, L.P. and Century Theatres, Inc., a Delaware corporation (“Century
Theatres (DE)”), and as further amended by that certain Second Amendment to Lease, dated September
1, 2000, between Syufy Enterprises, L.P. and Century Theatres (DE) (as amended, the “Lease”), for a
motion picture building and related parking (the “Premises”) located at 2875 Elba Street, Elba,
California; capitalized terms used but not defined herein shall have the meanings set forth in the
Lease; and



     Whereas, 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. 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



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are outside of the Building, 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).



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 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. Compliance With Agreements




     Tenant acknowledges receipt of a copy of (i) that certain Amended and Restated Reciprocal
Parking and Maintenance Agreement, dated as of May 7, 1998 and recorded as document number
98-198927 in the Official Records of Ventura County, California (the “Official Records”), amending
that certain Reciprocal Parking and Maintenance Agreement, dated as of July 3, 1985 (collectively,
the “REA”), and (ii) that certain Covenants Running with the Land dated June 8, 1998 and recorded
as document number 98-198928 in the Official Records (the
“Covenants”), and Tenant covenants and
agrees to abide by all terms and conditions contained in the REA and the Covenants, including,
without limitation, those related to theater food sales and game access restrictions. Tenant shall
defend, indemnify and hold harmless Landlord from



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any and all claims, demands, losses or judgments arising out of or related the REA, the
Covenants, and their application to Tenant’s operations.




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]




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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






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