exv10w28xcy



 





EXHIBIT
10.28(c)



Second Amendment to Lease




     This
Second Amendment to Lease (this “Amendment”) dated September
29, 2005 is executed by and between Syufy Properties, Inc., a California corporation
(“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 July 1, 1996, as amended by that certain First
Amendment to Lease, dated April 15, 2005, between SYNM Properties, Inc., a New Mexico corporation
and Century Theatres, Inc., a California corporation (the “Lease”) for a motion picture building
and related parking (the “Premises”) located at 4901 Pan American Freeway, Northeast, Albuquerque,
New Mexico; 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, Syufy Properties, Inc., a California corporation has succeeded to and
assumed all obligations of SYNM Properties, Inc., 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. 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.



Century
Rio 24 —  Albuquerque, NM

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     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.



	 	 	 	 	 	 	 
	Syufy Properties, Inc., 

a California corporation

“Landlord”

	 	 	 	Century Theatres, Inc., 

a California corporation

“Tenant”	 	 
	 
	 	 	 	 	 	 
	/s/ Raymond Syufy
 

Raymond Syufy,

	 	 
	 	/s/ Joseph Syufy
 

Joseph Syufy,
	 	 
	Chief Executive Officer

	 	 	 	Chief Executive Officer 	 	 






Century
Rio 24 —  Albuquerque, NM

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