exv10w27xcy



 





EXHIBIT
10.27(c)



Second Amendment to Lease




     This Second Amendment to Lease (this “Amendment”) dated September 29, 2005 is
executed by and between Stadium Promenade LLC, a California limited liability company
(“Landlord”) and Century Theatres, inc., a California corporation (“Tenant”).



Witnesseth:




     Whereas, Landlord and Century Theatres, Inc, a Delaware corporation (“Century
Theatres (DE)”) entered into a lease dated October 1, 1996, as amended by that certain First
Amendment to Lease, dated April 15, 2005, between Landlord and Century Theatres, Inc., a California
corporation (the “Lease”) for a motion picture building (the “Premises”) located in the City of
Orange, State of California and known as Century Stadium Promenade; capitalized terms used but not
defined herein shall have the meanings 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, Stadium Promenade LLC, a California limited liability company, has
succeeded Syufy Enterprises, L.P., as Landlord; and



     Whereas, Stadium Promenade LLC has assumed all obligations of Syufy
Enterprises, L.P., 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. Surrender; No Demolition Obligation




     Notwithstanding anything to the contrary in the Lease, upon the expiration or earlier
termination of the Lease, Tenant shall have no obligation to demolish or pay Landlord to demolish
the improvements located on the Premises or to remove any surface debris therefrom.



B. 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.



	 	 	 	 	 	 	 
	 

	 	 	1	 	 	Century Stadium Promenade-Orange, California







 









 






     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.



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



	 	 	 	 
	Stadium Promenade, L.L.C., 


a California limited liability company


“Landlord”

	 	Century Theatres, Inc., 


a California corporation


“Tenant”
	 
	 	 
	/s/ Raymond Syufy

	 	/s/ Joseph Syufy
	 

	 	 
	Raymond Syufy,

	 	Joseph Syufy,
	for its Managing Member

	 	Chief Executive Officer






	 	 	 	 	 	 	 
	 

	 	 	2	 	 	Century Stadium Promenade - Orange, California