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EXHIBIT 10.31(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 dated September 1, 2000 is executed by and between Syufy
Enterprises, L.P. (“Landlord”) and Century Theatres, Inc. (“Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Century Theatres of California, Inc. entered into a lease dated
September 30, 1995 (the “Lease”) for a motion picture theater building and related parking (the
“Premises”) located on Elba Street in Ventura, California; and



     WHEREAS, Landlord and Tenant entered into that certain First Amendment to Lease dated October
1, 1996; and



     WHEREAS, Century Theatres, Inc., a Delaware corporation, has succeeded Century Theatres
of California, Inc., as Tenant; and



     WHEREAS, Century Theatres, Inc. has assumed all obligations of Century Theatres of
California, Inc., as set forth in the Lease; and



     WHEREAS, the parties desire now to further 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 further amended as
follows:



     A. Consumer Price Index



     The reference in the first grammatical paragraph of Section 4.01(B) of the Lease to the “San
Francisco-Oakland-San Jose Average” is hereby deleted and in its place is inserted the “Los
Angeles-Orange County Average,” and the following sentence shall be added to this first grammatical
paragraph of Section 4.01(B):




     Notwithstanding the foregoing, in no event shall the Minimum Monthly Rent be increased
by an amount that is more than ***        of the



     Minimum Monthly Rent payable before the adjustment date in question.



     B. Gross Sales



     The second paragraph of Section 4.02 is hereby deleted and in its place is inserted the
following paragraph:




     Gross Sales shall mean all box office receipts, including receipts from tickets or
gift certificates redeemed at the premises regardless of their point of sale, as well as
receipts from sale of goods, merchandise, beverages, food, vending



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machines and video games. Gross Sales shall exclude credits and refunds made with respect
to admissions or other sales; all federal, state, county and city admission taxes, sales
and use taxes, and other similar taxes now or hereafter imposed whether such taxes are
collected from customers separately from the selling price of admission tickets or absorbed
therein, and actually paid over to the taxing authority by Tenant; returned, exchanged,
waived or “Pass Admissions” including EBF charges on “Pass Admissions;” and receipts from
tickets or gift certificates sold but not redeemed at the Premises. Commissions or
surcharges paid to agencies or other third parties for selling tickets or processing credit
card transactions, and any sums paid to third parties for the use or rental of vending
machines, pay telephones or other amusement machines shall be deducted from Gross Sales.



     C. Insurance



     The reference in Section 6.03(D) to a Bests rating of “A-” is hereby deleted and in its place
inserted a Bests rating of “A-/VII.”



     D. Alterations



     The last sentence of Section 7.01(A) is hereby deleted and its place inserted the following:




     If the change, alteration or addition is structural or exterior in nature, Tenant
shall provide Landlord with a copy of Tenant’s plans and specifications for the work and
obtain Landlord’s written approval therefore, which approval shall not be unreasonably
delayed or withheld.



     E. Indemnity and Hold Harmless



     The indemnity rights set forth in Sections 9.02 and 10.01 are hereby expanded to include an
obligation by Tenant to defend, indemnify and hold harmless both Landlord and Landlord’s corporate
affiliates, as well as their respective officers, directors, agents, and employees, in each
instance where the right of indemnity would be accorded to Landlord.



     F. Assignment



     The reference in Section 11.01(C) to “$20,000,000.00” is hereby deleted and replaced
with “$30,000,000.00, as adjusted each year by the CPI index identified in Section 4.01(B)”



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     G. Surrender



     After the first sentence of Section 15.02(E), the following sentence is hereby inserted:




     Alternatively, Landlord may elect in its sole and absolute discretion to require
Tenant to demolish the Tenant-occupied improvements located on the Premises and remove
all surface debris thereon.



     This Second Amendment to Lease is hereby executed and shall be effective as of the date first
written above. All other conditions of the Lease, or the executed amendments thereto, if any, shall
remain in effect.



	 	 	 	 	 
	SYUFY ENTERPRISES, L.P.

	 	CENTURY THEATRES, INC.	 	 
	“Landlord”

	 	“Tenant”	 	 
	 
	 	 	 	 
	/s/ Raymond W. Syufy
 

Raymond W. Syufy

	 	/s/ Joseph Syufy
 

Joseph Syufy
	 	 
	Chief Executive Officer

	 	President	 	 







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