DEPARTMENT OF JUSTICE
FOR IMMEDIATE RELEASE                                                   CR
TUESDAY, APRIL 16, 1996                                     (202) 616-2765
                                                        TDD (202) 514-1888
      UNITED ARTISTS TO MAKE THEATERS ACCESSIBLE TO MOVIEGOERS WITH
            DISABILITIES UNDER AGREEMENT WITH JUSTICE DEPARTMENT
        WASHINGTON, D.C. -- United Artists Theatre Circuit, Inc.,
one of the nation's largest theater chains, will make its
theaters more accessible to moviegoers with disabilities under an
agreement reached today with the Justice Department and a group
of disability rights advocates.
        "Americans with disabilities will now be able to go to the
movies with their families and friends," said Assistant Attorney
General for Civil Rights Deval L. Patrick. "Thanks to United
Artists, we can now tell moviegoers with disabilities, 'access is
coming soon to a theater near you.'"
        The Justice Department began investigating United Artists in
1992, after receiving complaints that some of its theaters were
not accessible. Last August, after learning about a private suit
raising similar issues, the Justice Department entered settlement
talks to resolve the matter and today it joined that lawsuit.
        The suit, filed by several California residents and the
Disability Rights Education and Defense Fund ("DREDF") of
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Berkeley, claimed that the Colorado-based company violated the
Americans with Disabilities Act (ADA), as well as California
state law.
        It alleged that some of the California theaters had
insufficient seating for moviegoers with mobility impairments or
provided the seating in the back row where they could not sit
with their families. Today's agreement between the parties
resolves the suit.
        United Artists owns or operates more than 400 theaters
nationwide, with more than 2,300 screens, that were built before
January 26, 1993.
        Under today's agreement, United Artists will begin modifying
theaters, where necessary, and will complete the work by 2001.
It will:
*       provide a sufficient number of spaces in theaters for
        wheelchairs in such a way that moviegoers in wheelchairs
        will be able to sit with families and friends;
*       make sure that at least two spaces in theaters with more
        than 300 seats are somewhere other than in the back row so
        that they have more of a choice of seating locations;
*       ensure that one percent of all seats in existing theaters
        have folding or removable aisle-side armrests for semi-
        ambulatory persons or persons who wish to transfer from
        wheelchairs into a seat;
*       make parking areas accessible and provide accessible routes
        to an accessible entrance;
*       make existing restrooms accessible or construct accessible
        unisex restrooms and modify concession stands, telephones,
        and drinking fountains where necessary;
*       ensure that theaters constructed in the future will comply
        with the law's new construction standards.
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        United Artists also will modify 22 newly-constructed
theaters that opened after January 26, 1993 to bring them into
full compliance with the ADA's new construction standards. The
company will fix about half the newly-constructed theaters by
September 30, 1996 and modify the other theaters by June 30,
1997.
        "With this agreement, United Artists has taken the lead in
making access in the entertainment industry a priority," added
Patrick.
        Under California law, United Artists will also pay monetary
damages to the plaintiffs who filed the private suit and will set
up a $429,000 fund for moviegoers with disabilities who can show
they encountered physical barriers at California theaters built
after July 1982. California law, unlike the ADA, required
theaters in the state to become accessible more than 14 years ago
and enables persons to seek compensatory damages on their own.
        Finally, United Artists will pay $1,000 to each of the four
individuals who filed complaints with the Justice Department
under the ADA.
        The ADA, passed in July 1990, prohibits discrimination
against persons with disabilities. Title III of the Act requires
public accommodations that were built prior to January 26, 1993,
such as movie theaters, to remove any physical barriers to access
when it is readily achievable to do so. Buildings constructed
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later must be built in compliance with certain guidelines known
as the ADA's Standards for Accessible Design.
        United Artists has more than 400 theaters located in the
following states: Arizona (8); Arkansas (6); California (76);
Colorado (26); Connecticut (1); Florida (32); Georgia (19); Idaho
(4); Indiana (2); Kansas (1); Louisiana (21); Maryland (5);
Michigan (11); Minnesota (11); Mississippi (20); Missouri (1);
Nevada (5); New Jersey (10); New Mexico (11); New York (44);
North Carolina (12); Oklahoma (9); Pennsylvania (34); Puerto Rico
(3); South Carolina (8); Texas (37); Virginia (8); Washington
(1); West Virginia (2); Wisconsin (6).
        The agreement, filed today in U.S. District Court in San
Francisco, must still be approved by Judge Thelton E. Henderson.
        In 1994, Attorney General Janet Reno launched a national
campaign to educate Americans about their rights and obligations
under the ADA. She is committed to reaching out to businesses to
urge voluntary compliance with the law. The campaign, which
includes television and radio public service announcements,
advertises a toll-free ADA information line. The number is 800-
514-0301 or 800-514-0383 (TDD).
                                # # #
99-167
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                                SETTLEMENT AGREEMENT
                                  TABLE OF CONTENTS
                                                           Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . .  1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 3
        1. Definitions . . . . . . . . . . . . . . . . . . . .3
        2. Conditions . . . . . . . . . . . . . . . . . . . . 8
SUBSTANTIVE PHYSICAL ACCESS PROVISIONS . . . . . . . . . . .  8
        3. Modifications to Existing Theatres . . . . . . . . 8
           3.1 Integrated Wheelchair Seating At The Rear Of
               All Auditoriums . . . . . . . . . . . . . . .  8
               3.1.1    Number of Wheelchair Viewing Spaces
                        Required at the Rear of
                        Auditoriums . . . . . . . . . . . . . 8
               3.1.2    Positioning of Wheelchair Viewing
                        Spaces Next to Companion Seats . . .  8
               3.1.3    Ratio of Fixed Companion Seats to
                        Wheelchair Viewing Spaces . . . . . . 8
               3.1.4    Location of Wheelchair Viewing
                        Spaces At the Rear of Auditoriums . . 9
               3.1.5    Special Requirements for Exhibit A
                        Theatres . . . . . . . . . . . . . .  9
               3.1.6    Dimensions and Slope of Wheelchair
                        Viewing Spaces . . . . . . . . . . .  9
               3.1.7    Exceptions From Integrated
                        Wheelchair Seating Requirements . . . 9
           3.2 Dispersed Wheelchair Seating in Auditoriums
               with Over 300 Seats . . . . . . . . . . . . . 12
               3.2.5    Ratio of Fixed Companion Seats To
                        Each Dispersed Wheelchair Seat . . . 13
           3.3 Raisable or Removable Aisle-Side Arm Rests .  13
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                                                           Page
           3.4 Semi-Ambulatory Seating in Exhibit A
               Theatres . . . . . . . . . . . . . . . . . .  13
           3.5 Modifications to Restrooms . . . . . . . . .  14
           3.6 Barrier Removal in Parking Areas and at
               Theatre Entrances . . . . . . . . . . . . . . 16
           3.7 Additional Barrier Removal . . . . . . . . .  17
               3.7.1    Ramps or Lifts . . . . . . . . . . . 17
               3.7.2    Telephones . . . . . . . . . . . . . 17
               3.7.3    Restrooms . . . . . . . . . . . . .  17
                    3.7.3.1     Doors . . . . . . . . . . .  17
                    3.7.3.2     Dispensers and Holders . . . 17
                    3.7.3.3     Sinks . . . . . . . . . . .  18
                    3.7.3.4     Mirrors . . . . . . . . . .  18
               3.7.4    Engagement of Architects or Other
                        Third Parties . . . . . . . . . . .  18
               3.7.5    Box Office Areas . . . . . . . . . . 18
               3.7.6    Concession Stands . . . . . . . . .  18
           3.8 Exceptions for Certain Exhibit A Theatres . . 18
           3.9 Exceptions . . . . . . . . . . . . . . . . . .19
           3.10 Obligations Re Modifications to Existing
                Theatres Subject to Approvals . . . . . . .  19
        4. Modifications to Recently-Constructed Theatres .  20
           4.1 Compliance With ADAAG . . . . . . . . . . . . 20
           4.2 Deviations From ADAAG . . . . . . . . . . . . 20
           4.3 Certain Elements of Recently-Constructed
               Theatres Not Subject to the Stipulated
               Injunctive Order . . . . . . . . . . . . . .  21
           4.4 Integrated Wheelchair Seating At The Rear Of
               All Auditoriums . . . . . . . . . . . . . . . 21
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                                                           Page
           4.5 Dispersed Wheelchair Seating in Auditoriums
               with Over 300 Seats . . . . . . . . . . . . . 21
           4.6 Fixed Companion Seats . . . . . . . . . . . . 21
           4.7 Dispersed Aisle-Side Seats with Raisable or
               Removable Armrests . . . . . . . . . . . . .  21
           4.8 Dispersed Semi-Ambulatory Seats In
               California . . . . . . . . . . . . . . . . .  21
           4.9 Obligations Re Modifications to Recently-
               Constructed Theatres Subject to Approvals . . 22
           4.10 Exception . . . . . . . . . . . . . . . . .  22
        5. Standards for Future Construction . . . . . . . . 22
           5.1 Elements of Future Construction Subject to
               the Stipulated Injunctive Order . . . . . . . 22
               5.1.1    Dispersed Wheelchair Seating . . . . 22
               5.1.2    Integrated Wheelchair Seating . . .  23
               5.1.3    Semi-Ambulatory Seats . . . . . . .  24
               5.1.4    Seats with Raisable or Removable
                        Armrests . . . . . . . . . . . . . . 24
               5.1.5    Aisle Slopes . . . . . . . . . . . . 24
               5.1.6    Work Stations . . . . . . . . . . .  24
               5.1.7    Pony Walls . . . . . . . . . . . . . 24
           5.2 Specialty Auditoriums Exception . . . . . . . 24
           5.3 Certain Elements of Future Construction Not
               Subject to the Stipulated Injunctive Order .  25
DISPUTE RESOLUTION, DEADLINES,
        MONITORING, FORCE MAJEURE AND ATTORNEYS FEES . . . . 25
        6. Dispute Resolution and Modification . . . . . . . 25
           6.1 Procedure . . . . . . . . . . . . . . . . . . 25
           6.2 Standards . . . . . . . . . . . . . . . . . . 26
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                                                           Page
        7. Time Periods for Performing Modifications and
           Duration of Injunction . . . . . . . . . . . . .  27
           7.1 Time Periods for Modifications of Existing
               Theatres . . . . . . . . . . . . . . . . . .  27
               7.1.1    Exhibit A Theatres . . . . . . . . . 27
               7.1.2    All Other Existing Theatres (except
                        Recently-Constructed Theatres)
                        Within the State of California . . . 27
               7.1.3    All Other Existing Theatres (except
                        Recently-Constructed Theatres)
                        Within the United States and
                        Outside of California . . . . . . .  27
           7.2 Time Periods For Performing Modifications of
               Recently-Constructed Theatres . . . . . . . . 27
           7.3 Duration of Standards for Future
               Construction . . . . . . . . . . . . . . . .  28
           7.4 Duration of Injunction . . . . . . . . . . .  28
        8. After-Acquired, Sold, Closed and Lease-ending
           Theatres . . . . . . . . . . . . . . . . . . . .  28
           8.1 After-Acquired Theatres . . . . . . . . . . . 28
           8.2 Lease Expirations of Existing and Recently-
               Constructed Theatres . . . . . . . . . . . .  28
           8.3 Existing or Recently-Constructed Theatres
               Which Are Sold or Closed During the Relevant
               Time Period . . . . . . . . . . . . . . . . . 28
        9. Monitoring and Inspections . . . . . . . . . . .  28
        10. Force Majeure . . . . . . . . . . . . . . . . .  30
        11. Attorneys Fees . . . . . . . . . . . . . . . . . 30
CLASS DEFINITION, NOTICE, CERTIFICATION AND DAMAGE
        PROVISIONS . . . . . . . . . . . . . . . . . . . . . 32
        12. Settlement Class . . . . . . . . . . . . . . . . 32
            12.1 Motion to Amend Complaint and Expand the
                 Class . . . . . . . . . . . . . . . . . . . 32
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                                                           Page
            12.2 Class Definition . . . . . . . . . . . . .  32
        13. Notice to Class of Pendency of Action, Binding
            Effect, Opt Out Rights, and Proposed Settlement .33
            13.1 Notice by UATC . . . . . . . . . . . . . . .33
            13.2 Notice by Class Counsel  . . . . . . . . .  34
            13.3 Toll-Free Telephone . . . . . . . . . . . . 34
            13.4 Binding Effect and Opt Out Right. . . . . . 35
            13.5 UATC's Option to Void Part of Settlement
                 Agreement . . . . . . . . . . . . . . . . . 35
            13.6 Fairness Hearing . . . . . . . . . . . . .  35
            13.7 Objections To Settlement . . . . . . . . .  36
        14. Damages Distribution Procedure  . . . . . . . .  36
            14.1 Deposit to Settlement Account  . . . . . .  36
            14.2 Taxes . . . . . . . . . . . . . . . . . . . 36
            14.3 Payments to Named Plaintiffs. . . . . . . . 36
            14.4 Notice of Damage Claims Procedure . . . . . 37
        15. Claims Process . . . . . . . . . . . . . . . . . 39
        16. Payments To the DOJ Complainants . . . . . . . . 42
ORDERS AND DISMISSALS . . . . . . . . . . . . . . . . . . .  42
        17. Entry of Stipulated Injunctive Order . . . . . . 42
        18. Judgment and Order Effecting Settlement . . . .  42
        19. Dismissal of Arnold Litigation. . . . . . . . .  42
RELEASES AND COVENANTS NOT TO SUE . . . . . . . . . . . . .  43
        20. Releases and Covenants Not to Sue by Plaintiffs
            and the Class . . . . . . . . . . . . . . . . .  43
                20.2.1 Existing Theatres . . . . . . . . . . 43
                20.2.2 Recently Constructed Theatres . . . . 44
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                                                           Page
                20.2.3 Future Construction . . . . . . . .   45
        21. Release and Covenant Not to Sue by DOJ . . . . . 47
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .  49
        22. Cooperation . . . . . . . . . . . . . . . . . .  49
            22.1 Cooperation of Plaintiffs and Class Counsel
                 Regarding UATC's Claims Versus Architects . 49
            22.2 Cooperation of Parties . . . . . . . . . .  49
        23. Other Theatre Circuits . . . . . . . . . . . . . 49
        24. Defense Documents . . . . . . . . . . . . . . .  50
        25. Intervention By the DOJ . . . . . . . . . . . .  50
        26. Arms-Length Negotiations; Construction . . . . . 51
        27. Reservation . . . . . . . . . . . . . . . . . .  51
        28. Entire Agreement . . . . . . . . . . . . . . . . 51
        29. Deadlines Falling On Weekends or Holidays . . .  51
        30. Authority to Bind . . . . . . . . . . . . . . .  52
        31. Quadruplicate Originals/Execution in Counterparts 52
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 53
        32. Signatures of Counsel . . . . . . . . . . . . .  53
        33. Signatures of Parties . . . . . . . . . . . . .  55
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01-05557
                                SETTLEMENT AGREEMENT
                                        Among
                           Plaintiffs Connie Arnold, et al.,
                            The United States of America,
                        and United Artists Theatre Circuit, Inc.
01-05558
                                SETTLEMENT AGREEMENT
        This Settlement Agreement is entered into and made effective
this 28th day of March, 1996, by and between (a) United Artists
Theatre Circuit, Inc. ("UATC"), a Maryland corporation, with
offices located at 9110 E. Nichols Avenue, Suite 200, Englewood,
Colorado 80112, (b) Plaintiffs and the Class (as more fully
defined below), and (c) the United States Department of Justice
("DOJ").
                        (Capitalized terms not defined
                        elsewhere are defined in
                        paragraph 1 of this Settlement
                        Agreement.)
                                    RECITALS
        A. UATC owns and/or operates movie theatres in various
           states within the United States.
        B. Plaintiffs instituted and have maintained a lawsuit
           against UATC regarding the physical accommodations for
           Persons with Mobility Disabilities at UATC theatres in
           California, which lawsuit is hereinafter defined as the
           Arnold Litigation. The DOJ investigated certain of
           UATC's Existing Theatres and Recently-Constructed
           Theatres regarding the physical accommodations for
           Persons with Mobility Disabilities at certain UATC
           theatres. The DOJ joined in the settlement discussions
           in the Arnold Litigation. Through a process of
           discovery supervised by the Honorable Eugene F. Lynch,
           acting as settlement judge, Plaintiffs and the DOJ have
           evaluated certain physical accommodations for Persons
           with Mobility Disabilities pertaining to UATC's
           theatres in the United States. As described below,
           with UATC's concurrence, Plaintiffs will seek to expand
           the Class and the Arnold Litigation to claims regarding
           UATC.theatres nationwide and in Puerto Rico, and the
           DOJ will seek to intervene respecting claims regarding
           UATC theatres in the United States.
        C. The Arnold Litigation has been vigorously prosecuted
           and defended.
                                -1-
01-05559
        D. UATC denies any and all liability to Plaintiffs, the
           Class, or the DOJ and denies that it has violated any
           laws -- federal, state or local -- pertaining to access
           for Persons with Mobility Disabilities to its theatres.
        E. The parties now desire to resolve their differences and
           disputes by settling the Arnold Litigation in such a
           manner as to --
           1.   achieve improvements to access at UATC's Existing
                Theatres and Recently-Constructed Theatres and set
                standards for UATC's Future Construction, in a
                manner that satisfies UATC's obligations under
                laws governing physical access features for
                Persons with Mobility Disabilities and their
                companions at public accommodations, including but
                not limited to UATC's obligations under the
                Americans With Disabilities Act (42 U.S.C. 
                12101 et seq.), the rules and regulations
                promulgated pursuant thereto, including, but not
                limited to, ADAAG, and California law, including,
                but not limited to, California Civil Code  51
                and 54.1, Title 24 of the California Code of
                Regulations,  19955 et seq. of the California
                Health & Safety Code,  4450 of the Government
                Health & Safety Code,  4450 of the Government
                Code et seq., and  17200 et seq. of the
                California Business and Professions Code;
           2.   define, clarify and compromise UATC's obligations
                under such laws, including barrier removal
                obligations;
           3.   achieve reasonable, practicable improvements to
                access, without great difficulty or burden or
                expense, and consistent with the fundamental
                nature of UATC's business, for the benefit of both
                UATC and its patrons;
           4.   assure that the DOJ, the Plaintiffs, and the Class
                will not attempt to enforce, and UATC will not
                thereby be subject to, conflicting standards
                regarding the physical access features of its
                Theatre Location;
           5.   avoid the uncertainties and costs of further or
                future litigation, for all parties;
           6.   bind UATC, Plaintiffs, the DOJ and the Class, so
                that, inter alia, neither the DOJ nor any Class
                member will hereafter assert or claim that UATC is
                                -2-
01-05560
                required to make additional or different
                modifications to its Existing Theatres or
                Recently-Constructed Theatres, or is required to
                follow different standards for Future
                Construction, beyond what is agreed to herein, in
                order to comply with federal or California laws
                regarding access for Persons with Mobility
                Disabilities, and no Class member who does not opt
                out will hereafter sue UATC under California law
                arising from or relating to a physical access
                feature (or lack thereof) covered under this
                Agreement;
           7.   provide compensation, consistent with California
                law, to Class members who demonstrate, in the time
                and manner provided below, that under Plaintiffs'
                theory of the case they are entitled to statutory
                damages for discrimination or related injuries
                arising out of the physical accommodations (or
                lack thereof) at certain of UATC's California
                theatres;
           F.   In intervening in the Arnold Litigation and in agreeing
                to bind itself to this Settlement Agreement, the DOJ
                has relied on, inter alia, the representations of UATC
                with respect to efforts UATC has undertaken to improve
                access to its theatres for Persons with Mobility
                Disabilities, including, but not limited to, those
                representations set forth in Exhibit B hereto.
                                DEFINITIONS
        1. Definitions. In addition to the terms defined above and
           elsewhere in this Settlement Agreement, the following terms
           will have the following meanings:
           1.1  "ADA" means the Americans with Disabilities Act, 42
                U.S.C.  12101 et seq.
           1.2  "ADAAG" means the Americans With Disabilities Act
                Access Guidelines set forth in 28 C.F.R. part 36,
                promulgated by the DOJ.
           1.3 "Aisle Side Seats with Raisable or Removable Armrests"
                means fixed seats adjacent to aisles, which have
                raisable or removable armrests on the aisle side, for
                the purpose of facilitating transfer to a fixed seat by
                a person in a wheelchair.
                                -3-
01-05561
           1.4 "Aisle Slope" means the slope of an aisle within an
                Auditorium which provides access to seating and is
                located along-side of seats.
           1.5 "Arnold Litigation" means the civil action entitled
                Connie Arnold et al v. United Artists Theatre Circuit,
                Inc., d/b/a Emery Bay; and Does 1 through 20,
                inclusive, originally filed and pending in the
                California Superior Court for the County of Alameda
                (Case No. 683090-4), which was removed to federal court
                on or about January 6, 1993 and became Case No. 93 0079
                TEH, as amended, pending in the United States District
                Court for the Northern District of California,
                involving claims by Plaintiffs and the Class regarding
                alleged violations of state and federal accessibility
                laws at UATC Theatre Locations in California and, as
                subsequently amended, violations of federal
                accessibility laws at UATC Theatre Locations
                nationwide. The Arnold Litigation encompasses the
                Stipulated Injunctive Order to be entered pursuant to
                this Settlement Agreement. The DOJ is intervening in
                the Arnold Litigation.
           1.6 "Auditorium" means a room in a Theatre Location
                containing a single screen for exhibition of motion
                pictures and seating for an audience.
           1.7  The "Class" means and includes all members of the
                subclasses set forth in Paragraph 13.
           1.8 "Class Counsel" means counsel for the named Plaintiffs
                and the Class in this action. They are identified as
                Larry Paradis, Esq., Attorney at Law; Miller, Starr &
                Regalia (including all members, partners, employees and
                associates); and Brad Seligman, Esq., and all other
                members, partners, employees and associates, of DREDF.
           1.9 "Companion Seat" is a seat, either fixed, removable or
                portable, within an Auditorium for the use of a
                companion of a person who uses a wheelchair for
                mobility.
           1.10 "Dispersed Wheelchair Seating" means Wheelchair Viewing
                Spaces which are located at various distances from the
                screen in different rows of an Auditorium, and a
                Dispersed Wheelchair Seat is one of such spaces.
           1.11 "Dispersed Aisle Side Seats with Removable or Raisable
                Arm Rests" means Aisle-Side Seats with Removable or
                                -4-
01-05562
                Raisable Arm Rests (as defined above) that are located
                at various distances from the screen in an Auditorium.
                1.12 "Dispersed Semi-Ambulatory Seats" means seats for Semi-
                Ambulatory Persons that are located at varying
                distances from the screen in an Auditorium.
           1.13 "DOJ" means the United States Department of Justice,
                the entity charged by Congress with enforcement of
                Title III of the ADA and regulations promulgated
                thereunder.
           1.14 "DOJ Complainants" means those Individuals with
                Mobility Disabilities who made complaints (or on whose
                behalf complaints were made) to the DOJ concerning
                physical access to Existing Theatres and whose
                complaints were investigated by the DOJ. These
                individuals are: (1) Edward Thomas Bridgers, III (on
                whose behalf Edward Thomas Bridgers, II made a
                complaint; (2) William H. Harrison (on whose behalf
                Thomas E. Harrison made a complaint); (3) Cheryl Arini
                (a minor, on whose behalf her parents, Richard A. Arini
                and Elizabeth M. Arini, made a complaint; and
                (4) George A. Korobkin.
           1.15 "DREDF" means the Disability Rights Education and
                Defense Fund, a California corporation, with offices
                located at 2212 6th Street, Berkeley, California 94710.
           1.16 "Effective Date" is March 28, 1996, the date that the
                conditions to the effectiveness of this settlement, as
                described in Paragraph 2, are fulfilled or waived by
                UATC.
           1.17 "Exhibit A Theatres" means those theatres listed on
                Exhibit A hereto.
           1.18 "Existing Theatres" means all UATC Theatre Locations in
                the United States which first opened for business prior
                to January 26, 1993.
           1.19 "Fairness Hearing" means the hearing after the
                Preliminary Approval of the Settlement Agreement, which
                hearing shall be for the purpose of the Court
                evaluating the fairness of the settlement to Class
                members and deciding whether to give it Final Approval.
           1.20 "Final Approval" of the Settlement Agreement means the
                Court's giving final approval to the Settlement
                                -5-
01-05563
                Agreement, at or shortly following the Fairness
                Hearing.
           1.21 "Fixed Companion Seat" means a Companion Seat which is
                affixed to an Auditorium floor (either permanently or
                which may be removable) and is immediately adjacent to
                a Wheelchair Viewing Space.
           1.22 "Future Construction" means all UATC Theatre Locations
                in the United States which will open for business after
                the Effective Date.
           1.23 "Integrated Wheelchair Seating" means Wheelchair
                Viewing Spaces which are incorporated into the general
                seating or assembly area of an Auditorium, such that
                there are no Pony Walls, and such that the Wheelchair
                Viewing Space is adjacent or nearly adjacent to a Fixed
                Companion Seat.
           1.24 "Path of Travel" means the path by which a person using
                a wheelchair would travel from a parking area through
                an entry into a Theatre Location to an Auditorium to a
                Wheelchair Viewing Space, including areas of service
                and accommodation within a Theatre Location.
           1.25 "Persons with Mobility Disabilities" means and includes
                Semi-Ambulatory Persons and persons who use wheelchairs
                or motorized scooters for mobility.
           1.26 "Plaintiffs" means the named and proposed named
                individual plaintiffs in the Arnold Litigation. The
                proposed named Plaintiffs will become named Plaintiffs
                once the Court grants Plaintiffs' proposed motion for
                leave to file a third amended complaint. "Plaintiffs"
                does not include the DOJ even after the DOJ intervenes
                as a plaintiff in the Arnold Litigation.
           1.27 "Pony Wall" means a low, non-structural half-wall
                located behind a row of seats in an Auditorium which
                separates Wheelchair Viewing Spaces from other seating.
           1.28 "Preliminary Approval of the Settlement Agreement"
                means the Court's granting the parties' motion for
                preliminary approval of the Settlement Agreement, which
                motion shall be made as soon as practicable after the
                parties hereto have signed the Settlement Agreement.
           1.29 "Readily Achievable" shall have the meaning set forth
                in 28 C.F.R. 36.104.
                                -6-
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           1.30 "Recently-Constructed Theatres" means all UATC Theatre
                Locations in the United States that first opened for
                business between January 26, 1993 and the Effective
                Date.
           1.31 "Released Claims" are those described in Paragraph 19.
           1.32 "Reverse Slope" means an Aisle Slope which slopes
                downward from the back of an Auditorium and then at
                some point slopes upward as it approaches the screen at
                the front of the Auditorium.
           1.33 "Semi-Ambulatory Person" means a person whose mobility
                is substantially impaired but who does not use a
                wheelchair or motorized scooter for mobility when
                attending theatres (and may or may not use a walker,
                cane or crutches).
           1.34 "Semi-Ambulatory Seating" means fixed Auditorium
                seating in UATC's theatres in California for Semi-
                Ambulatory Persons.
           1.35 "Settlement Account" is an interest-bearing bank
                account to be established by Class Counsel at a major
                financial institution of Class Counsel's choice.
           1.36 "Settlement Agreement" means this document.
           1.37 "Sound Design Principles" means professionally-accepted
                design standards that take into account architectural,
                engineering, motion picture exhibition, and regulatory
                factors.
           1.38 "Stipulated Injunctive Order" means the Order to be
                entered by the Court upon stipulation of the parties,
                in substantially the form as attached hereto as Exhibit
                P.
           1.39 "Theatre Entrance" means the main public access point
                into the Theatre Location.
           1.40 "Theatre Location" means that portion of a building or
                complex which is owned or leased by UATC for the
                purpose of exhibiting motion pictures and which
                contains one or more Auditoriums.
           1.41 "United States" means, when referring to the location
                of UATC Theatre Locations, the 50 states and Puerto
                Rico.
                                -7-
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          1.42 "Wheelchair Viewing Space" means a space to park a
                wheelchair in an Auditorium.
        2. Conditions. The settlement embodied in this Settlement
           Agreement is conditioned upon the following conditions being
           met, or UATC's waiver of the condition(s), on or before
           March 28, 1996.
           2.1  Approval of the UATC Board of Directors of this
                Settlement Agreement, and
           2.2  Resolution, or provision for resolution, of UATC's
                claims against the third-party defendant architects.
                        SUBSTANTIVE PHYSICAL ACCESS PROVISIONS
        3. Modifications to Existing Theatres.
           3.1  Integrated Wheelchair Seating At The Rear Of All
                Auditoriums. UATC will provide Integrated Wheelchair
                Seating at the rear of all Auditoriums in Existing
                Theatres and remove any existing Pony Walls, subject to
                the following:
                3.1.1   Number of Wheelchair Viewing Spaces Required
                        at the Rear of Auditoriums. UATC will
                        provide the minimum number of Wheelchair
                        Viewing Spaces set forth in  4.1.3(19)(a) of
                        ADAAG or, for Exhibit A Theatres, the number
                        set forth in Title 24  3103A(b)2.A(iii).
                        The required number of Wheelchair Viewing
                        Spaces at the rear of an Auditorium may be
                        reduced by the number of Wheelchair Viewing
                        Spaces dispersed throughout such Auditorium
                        in places other than the rear pursuant to the
                        standards set forth in Paragraph 3.2.
                3.1.2   Positioning of Wheelchair Viewing Spaces Next
                        to Companion Seats. To the extent feasible,
                        and consistent with Sound Design Principles,
                        a portion of the Fixed Companion Seats will
                        be located on opposite sides of two adjoining
                        Wheelchair Viewing Spaces rather than
                        locating each Wheelchair Viewing Space
                        between two Fixed Companion Seats.
                3.1.3   Ratio of Fixed Companion Seats to Wheelchair
                        Viewing Spaces. The ratio of Fixed Companion
                        Seats to Wheelchair Viewing Spaces will be
                        not less than 1 to 2. It is recognized that
                                -8-
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                        to accomplish such a ratio, it may be (or may
                        have been) necessary to remove all or a
                        portion of a row of fixed seats that exist
                        (or existed) in an Auditorium. UATC will
                        accomplish a 1 to 1 ratio of Fixed Companion
                        Seats to Wheelchair Viewing Spaces in all
                        Auditoriums other than those in which to do
                        so would require removing part of an
                        additional row of seats beyond that which is
                        (or was) required to obtain a ratio of Fixed
                        Companion Seats to Wheelchair Viewing Spaces
                        of 1 to 2. Notwithstanding the immediately
                        preceding sentence, UATC will ensure that the
                        ratio of Fixed Companion Seats to Wheelchair
                        Viewing Spaces is not less than 1 to 1 in at
                        least 60% of all Auditoriums in Existing
                        Theatres.
                3.1.4   Location of Wheelchair Viewing Spaces At the
                        Rear of Auditoriums. Wheelchair Viewing
                        Spaces which are created at the rear of
                        Auditoriums will be located, to the extent
                        possible and consistent with Sound Design
                        Principles, in an area where existing seats
                        were originally located, unless there is room
                        for such spaces behind existing seats without
                        being immediately adjacent to an entry door
                        into the Auditorium.
                3.1.5   Special Requirements for Exhibit A Theatres.
                        In providing Integrated Wheelchair Seating at
                        the rear of Exhibit A Theatres with Pony
                        Walls, UATC will remove (or has removed) part
                        or all of the last row of what were fixed
                        seats to create the Integrated Wheelchair
                        Seating (or front row of Integrated
                        Wheelchair Seating where two or more such
                        rows are created).
                3.1.6   Dimensions and Slope of Wheelchair Viewing
                        Spaces. Every Wheelchair Viewing Space will
                        be level (except as set forth in Paragraph
                        3.2) and comply with the space requirements
                        set forth in  4.33.2 of ADAAG, or, for
                        Exhibit A Theatres, Title 24
                         33103A(b)2.A(iii)e.
                3.1.7   Exceptions From Integrated Wheelchair Seating
                        Requirements. The parties have agreed that
                        UATC need not provide Integrated Wheelchair
                                -9-
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                        Seating in the following Auditoriums in
                        Existing Theatres:
                  3.1.7.1  UATC Berkeley (#31544) (California):
                           auditoriums 5, 6 and 7 upstairs;
                  3.1.7.2  UATC Cascade Cinemas (#31487)
                           (California): auditoriums 3 and 4
                           upstairs;
                  3.1.7.3  UATC Aptos Twin (#31442) (California):
                           auditorium 2 upstairs;
                  3.1.7.4  UATC Merced Movies (#31506)
                           (California): auditoriums 3 and 4
                           upstairs;
                  3.1.7.5  UATC State Theatre (#31537)
                           (California): auditoriums 3 and 4
                           upstairs;
                  3.1.7.6  UATC Del Mar (#31437) (California):
                           auditoriums 3 and 4 upstairs;
                  3.1.7.7  UATC Senator Movies (#31526)
                           (California): auditoriums 3 and 4
                           upstairs;
                  3.1.7.8  UATC Del Oro (#31490) (California):
                           auditoriums 2 and 3 upstairs;
                  3.1.7.9  UATC Alexandria (#31182) (California):
                           auditoriums 2 and 3 upstairs;
                  3.1.7.10 UATC Del Amo (#31485) (California):
                           auditoriums 1 through 4 upstairs;
                  3.1.7.11 UATC Seattle (#31525) (Washington):
                           auditoriums 1 and 2;
                  3.1.7.12 UATC Babylon (#31196) (New York):
                           auditorium 3;
                  3.1.7.13 UATC Lynbrook (#31277) (New York):
                           auditoriums 3 and 4;
                  3.1.7.14 UATC Manhasset (#31278) (New York):
                           auditorium 3;
                                -10-
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                  3.1.7.15 UATC Southhampton (#32584) (New York):
                           auditoriums 3 and 4;
                  3.1.7.16 UATC Squire (#31284) (New York):
                           auditorium 3;
                  3.1.7.17 UATC Bayside (#31265) (New York):
                           auditoriums 3 and 4;
                  3.1.7.18 UATC Astoria (#31264) (New York):
                           auditoriums 3, 4 and 6;
                  3.1.7.19 UATC Bronxville (#31266) (New York):
                           auditorium 3;
                  3.1.7.20 UATC Continental Twin (#31421) (New
                           York): auditoriums 1 and 2;
                  3.1.7.21 UATC Criterion (#30729) (New York):
                           auditoriums 1, 4, 5, 6 and 7;
                  3.1.7.22 UATC Mamaroneck (#31856) (New York):
                           auditoriums 3 and 4;
                  3.1.7.23 UATC Marboro (#31394) (New York):
                           auditoriums 3 and 4;
                  3.1.7.24 UATC Midway (#31256) (New York):
                           auditoriums 3 and 4;
                  3.1.7.25 UATC Movieland 8th (#32725) (New York):
                           auditorium 1;
                  3.1.7.26 UATC East (#31801) (New York):
                           auditorium 1;
                  3.1.7.27 UATC St. Anthony Main (#32668)
                          (Minnesota): auditoriums 3 and 4;
                  3.1.7.28 UATC Bellevue (#31141) (New Jersey):
                           auditorium 3;
                  3.1.7.29 UATC Rialto (#31152) (New Jersey):
                           auditorium 3;
                  3.1.7.30 UATC South Dekalb (#31951) (Georgia):
                           all auditoriums;
                  3.1.7.31 UATC Tara (#32521) (Georgia):
                           auditorium 3
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                  3.1.7.32 UATC Cinema 150 (#31877) (Puerto Rico):
                           auditoriums 2, 3 and 4;
                  3.1.7.33 UATC Paramount (#31879) (Puerto Rico):
                           auditoriums 2 and 3;
                  3.1.7.34 UATC Cameo (#32184) (Arkansas):
                           auditorium 3;
                  3.1.7.35 UATC Plaza 3 Laredo (#30247) (Texas):
                           stairs up to balcony;
                  3.1.7.36 UATC Sweetwater (#32025) (Texas):
                           stairs up to balcony;
                  3.1.7.37 UATC Camellia McComb (#32147)
                           (Mississippi): auditoriums 3 and 4;
                  3.1.7.38 UATC Edgewater 1&2 (#32154)
                           (Mississippi): auditoriums 1 and 2;
          3.2   Dispersed Wheelchair Seating in Auditoriums with Over
                300 Seats. In all Existing Auditoriums with more than
                300 seats, other than those designated in Paragraph
                3.1.7, UATC shall provide at least two Dispersed
                Wheelchair Seats in the following manner:
                3.2.1   The dimensions of the Dispersed Wheelchair
                        Seating spaces shall comply with  4.33.2 of
                        ADAAG.
                3.2.2   Subject to the limitations set forth in
                        subparagraph 3.2.4, Dispersed Wheelchair
                        Seating shall be located in the most level
                        area that exists at a distance of from one-
                        third to two-thirds of the way back from the
                        screen, measured by the number of rows.
                3.2.3   If there is more than one area located at a
                        distance of from one-third to two thirds of
                        the way back from the screen, measured by the
                        number of rows, where Dispersed Wheelchair
                        Seating could be provided under subparagraph
                        3.2.2, then UATC may either:
                  3.2.3.1  provide the Dispersed Wheelchair
                           Seating in more than one area, or
                  3.2.3.2  provide the Dispersed Wheelchair
                           Seating in a single area, so long
                                -12-
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                           as to do so would be consistent
                           with Sound Design Principles.
                3.2.4   Notwithstanding subparagraphs 3.2.2 and
                        3.2.3, in Auditoriums in Existing Theatres
                        where there is a Reverse Slope at least three
                        rows back from the front row of seats, UATC
                        may provide Dispersed Wheelchair Seating
                        locations at the most level part of the
                        Reverse Slope.
                3.2.5   Ratio of Fixed Companion Seats To Each
                        Dispersed Wheelchair Seat. In those
                        Auditoriums with over 300 seats which have
                        two aisles running alongside a center seating
                        section ("3 bank"), there will be at least
                        one Fixed Companion Seat for each Dispersed
                        Wheelchair Seat. That ratio can be
                        accomplished by creating a Wheelchair Viewing
                        Space on each end of a row of seats in the
                        center seating section. Alternatively, that
                        ratio can be accomplished by placing the two
                        Dispersed Wheelchair Seats on either side of
                        an aisle. In those Auditoriums with over 300
                        seats which have only one aisle ("2 bank"),
                        there will be at least one Fixed Companion
                        Seat for every two Dispersed Wheelchair
                        Seats.
          3.3   Raisable or Removable Aisle-Side Arm Rests. UATC will
                provide Dispersed Aisle-Side Seats with Raisable or
                Removable Arm Rests in all Auditoriums, except as
                provided hereinbelow. The minimum number of such seats
                will be 1% of the total seats in each Auditorium, but
                in no case less than two. UATC need not provide
                Dispersed Aisle-Side Seats with Raisable or Removable
                Arm Rests to the extent that ADAAG is, or, for
                California, ADAAG and Title 24 are, hereafter amended
                to remove any requirement for the provision of Aisle-
                Side Seats with Raisable or Removable Arm Rests.
                UATC's obligation under this Paragraph does not apply
                to those Auditoriums listed in Paragraph 3.1.7.
          3.4   Semi-Ambulatory Seating in Exhibit A Theatres. UATC
                will provide Dispersed Semi-Ambulatory Seats in Exhibit
                A Theatres as follows: UATC will not locate more than
                one of the required number of Semi-Ambulatory Seats in
                the front row of any Auditorium of any Exhibit A
                Theatre. The minimum number of Semi-Ambulatory Seats
                will be 1% of the total seats per Auditorium, and in no
                                -13-
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                case less than two such seats. However, UATC's
                obligation under this Paragraph does not apply to those
                Auditoriums listed in Paragraph 3.1.7.
          3.5   Modifications to Restrooms.
                3.5.1   In restrooms in Existing Theatres which can
                        be reached without going up or down one or
                        more steps:
                  3.5.1.1 UATC will provide a toilet stall long
                          and wide enough to accommodate front and
                          side transfers from a wheelchair. For
                          side transfer, UATC will provide minimum
                          32" clear space alongside the water
                          closet ("W.C."). For front transfer,
                          UATC will provide a minimum 48" clear
                          space in front of the W.C. The stall
                          door will be at least 32" wide. UATC
                          will provide two grab bars -- one behind
                          the W.C. and the other alongside the
                          W.C. The side bar will be at least 42"
                          long extending 54" from the rear wall.
                          The rear bar will be at least 36" long
                          extending 12" beyond the edge of the
                          W.C. on the "side transfer" side. The
                          grab bars shall be located 33" - 36"
                          above the floor. The top of the toilet
                          seat will be between 17 and 19 inches
                          from the floor. Provided, however, that
                          in modifying the interior of its
                          restrooms, UATC may utilize, as an
                          alternative to the configurations set
                          forth in this paragraph, the
                          configurations as allowed by and
                          described in  4.17.3 of ADAAG.
                  3.5.1.2 Where six or more stalls exist, UATC
                          will provide parallel grab bars in one
                          of the regular width stalls.
                  3.5.1.3 UATC will provide a sink/lavatory with
                          29" from the finish floor to the bottom
                          of the apron.
                  3.5.1.4 UATC will provide a 36" wide path of
                          travel within the restroom to the stalls
                          and the sinks and a "5-foot turnaround"
                          space or the equivalent inside the
                          restroom, unless such widths are not
                                -14-
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                          Readily Achievable, in which case the
                          widths may be up to 2 and 3/8" less
                          than provided in this subparagraph.
                          Neither the DOJ nor the Plaintiffs may
                          challenge (pursuant to Paragraph 6 or
                          otherwise) a determination by UATC that
                          the widths of 36" and 5-feet as set
                          forth above are not Readily Achievable,
                          unless they can show that UATC's
                          determination is part of a pattern of
                          abuse of this subparagraph.
                  3.5.1.5 UATC shall widen entry doors into
                          restrooms in Existing Theatres so that
                          they provide a minimum 32" clear opening
                          width, unless doing so at a particular
                          Theatre Location is not Readily
                          Achievable. If UATC determines that its
                          obligation(s) under this subparagraph
                          is/are not Readily Achievable at a
                          Theatre Location, UATC shall submit to
                          the DOJ and Class Counsel, for such
                          theatre(s), a report indicating the
                          reasons for UATC's determination. Such
                          report shall indicate, for each such
                          theatre, the particular barrier(s) as to
                          which UATC claims removal is not Readily
                          Achievable, and those financial,
                          structural, regulatory, and/or
                          architectural factors upon which this
                          determination was made. In the event
                          the modification is determined to be not
                          Readily Achievable, it need not be made.
                          Disputes concerning whether such
                          measure(s) required by this subparagraph
                          is/are Readily Achievable shall be
                          resolved according to Paragraph 6.
          3.5.2  Where restrooms that serve, in part or in
                 whole, Auditoriums other than those listed in
                 subparagraph 3.1.7 can be reached only by
                 going up or down steps, or where the
                 restrooms cannot be easily modified to
                 provide accessible toilet stalls or sinks, at
                 least one accessible unisex restroom will be
                 provided. As an alternative to providing a
                 unisex restroom if the barrier to
                 accessibility is steps, UATC may make the
                 restroom accessible by installing a ramp or
                 lift. Unisex restrooms will contain at least
                                -15-
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                 one W.C. complying with  4.16 of ADAAG and
                 one lavatory complying with  4.19 of ADAAG.
                 UATC will not be required to install separate
                 single occupancy facilities for each sex.
        3.6   Barrier Removal in Parking Areas and at Theatre
              Entrances.
              3.6.1  Subject to the limitations set forth in
                     subparagraph 3.6.2, UATC shall make
                     modifications, where necessary, so that each
                     of its Existing Theatres:
                 3.6.1.1  Has accessible parking spaces (including
                          "van accessible" spaces) that comply
                          with  4.1.2(5)(a) and (b) of ADAAG as
                          to number,  4.6.2 of ADAAG as to
                          location,  4.1.2(5)(b) and 4.6.3 of
                          ADAAG as to configuration, and  4.6.4
                          and 4.30.7 of ADAAG as to signage, for
                          all parking areas over which UATC has
                          ownership or control;
                3.6.1.2   Has an accessible route from the parking
                          area to at least one public entrance
                          that is accessible (for those areas over
                          which UATC has ownership or control).
                          For purposes of this subparagraph,
                          accessible routes and accessible
                          entrances shall together comply with
                          applicable portions of  4.1.3(7)(a),
                          4.3.2(1), 4.6.2, 4.8 and 4.13 of ADAAG.
                          Notwithstanding the foregoing,
                          deviations from ADAAG are permissible in
                          a manner consistent with 28 C.F.R. S
                          36.304(d)(2), if they occur as the
                          result of economic, architectural, or
                          structural limitations that exist at a
                          particular Theatre Location;
                3.6.1.3   Has signage at each inaccessible
                          entrance, if any, indicating the
                          location of the nearest accessible
                          entrance, as required by  4.1.3 (8)(d)
                          and 4.30 of ADAAG.
              3.6.2  If UATC determines that the standards set
                     forth in subparagraph 3.6.1 are not Readily
                     Achievable at a Theatre Location, UATC shall
                     submit to the DOJ and Class Counsel, for such
                                -16-
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                     theatre(s), a report indicating the reasons
                     for UATC's determination. Such report shall
                     indicate, for each such Theatre Location, the
                     particular barrier(s) as to which UATC claims
                     removal is/are not Readily Achievable, and
                     those financial, structural, regulatory,
                     and/or architectural factors upon which this
                     determination was made. In the event that
                     any required modification(s) is/are not
                     Readily Achievable, the modification(s) need
                     not be made. Disputes concerning whether
                     such measure(s) described in subparagraph
                     3.6.1 is/are Readily Achievable shall be
                     resolved according to Paragraph 6.
          3.7   Additional Barrier Removal. In addition to the
                expenditures necessitated by the required barrier
                removal efforts specified in subparagraphs 3.1 - 3.6,
                UATC will spend a minimum of $393,000, in the
                aggregate, over the six year period commencing on July
                6, 1995, for barrier removal and/or improvements to the
                accessibility of restrooms, drinking fountains, patron
                sides of concession stands, telephones and/or box-
                offices at its Existing Theatres, other than Exhibit A
                Theatres. For example, but not by way of limitation,
                improvements and expenditures such as the following
                will be considered as satisfying this requirement:
                3.7.1   Ramps or Lifts. A ramp or a lift may be
                        provided in the Path of Travel to an
                        Auditorium or Theatre Location.
                3.7.2   Telephones. Improvements may be made to
                        telephone access by, for example,
                        repositioning telephones on public, otherwise
                        accessible floors of theatres to come closer
                        to ADAAG standards or installing a TDD.
                3.7.3   Restrooms. Improvements to access to
                        restrooms on public, otherwise accessible
                        floors of theatres may be made to come closer
                        to ADAAG standards, by, for example,
                        providing one or more of the following:
                   3.7.3.1 Doors. Restroom entrance doors with at
                           least 10 inches of smooth, uninterrupted
                           surface at the bottom.
                   3.7.3.2 Dispensers and Holders. At least one
                           paper towel holder and one soap
                                -17-
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                           dispenser no more than 40 inches from
                           the floor.
                   3.7.3.3 Sinks. At least one sink with all pipes
                           beneath the sink wrapped.
                   3.7.3.4 Mirrors. At least one mirror with its
                           bottom no higher than 40 inches.
                3.7.4   Engagement of Architects or Other Third
                        Parties. Architectural and other services
                        may be engaged to effect barrier removal.
                3.7.5   Box Office Areas. Modifications to box
                        office areas or ticket selling areas to
                        provide a pass-through opening for patrons.
                3.7.6   Concession Stands. Lowering a portion of the
                        countertop for patrons.
          3.8   Exceptions for Certain Exhibit A Theatres.
                3.8.1   Notwithstanding anything herein which might
                        be construed to the contrary, the following
                        Exhibit A Theatres which have had the barrier
                        removal modifications described in Exhibit C
                        hereto performed prior to May 1, 1995 need
                        not be further modified, except that UATC
                        will provide Dispersed Wheelchair Seating at
                        such theatres in accordance with the
                        requirements of Paragraph 3.2, and UATC will
                        provide Dispersed Aisle-Side Seats with
                        Raisable or Removable Arm Rests pursuant to
                        the terms of Paragraph 3.3:
                  3.8.1.1 UATC Emery Bay 10, 6330 Christie Avenue,
                          Emeryville, California 94608 (#32724);
                  3.8.1.2 UATC Lakewood Theatre, 6440 South
                          Street, Lakewood, California 90713
                          (#32679);
                  3.8.1.3 UATC Regency Theatre, 635 Fairfield
                          Drive, Merced, California 95341
                          (#31529);
                  3.8.1.4 UATC Brea Marketplace, 965 Birch Street,
                          Brea, California 92621 (#31454);
                                -18-
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                  3.8.1.5 UATC Metro Center Cinema 6, 280 Metro
                          Center, Colma, California 94014
                          (#31907);
                  3.8.1.6 UATC 8 Cinema Theatres, Buena Park
                          Shopping Center, 8700 On The Mall, Buena
                          Park, California 90620 (#31534);
                  3.8.1.7 UATC Pasadena Marketplace, 64 West
                          Colorado Boulevard, Pasadena, California
                          91101 (#31572);
                  3.8.1.8 UATC Movies 6, 7229 Greenback Lane,
                          Citrus Heights, California 95610
                          (#31504);
                  3.8.1.9 UATC Granada Hills, 10801 Zelzah Avenue,
                          Granada Hills, California (#31571);
                  3.8.1.10 UATC Chula Vista 6, 320 Third Street,
                           Chula Vista, California 92010 (#31550);
                  3.8.1.11 UATC Escondido, 362 West Del Norte
                           Parkway, Escondido, California 92027
                          (#31559);
                  3.8.1.12 UATC Easthills Mall 7, 3100 Mallview
                           Road, Bakersfield, California 93306
                           (#32802);
                  3.8.1.13 UATC Clovis Towne Center, 2301 Villa
                           Avenue, Clovis, California 93612
                           (#31906).
          3.9   Exceptions. Nothing in Paragraph 3 of the Settlement
                Agreement requires UATC to create level areas for
                Dispersed Wheelchair Seating (e.g., platforms), to
                modify Aisle Slopes, or to create accessible secondary
                exits at Existing Theatres.
          3.10  Obligations Re Modifications to Existing Theatres
                Subject to Approvals. UATC's obligations set forth in
                Paragraph 3 are subject to obtaining all necessary
                permits, consents and approvals from local building
                departments and other relevant governmental
                authorities, including but not limited to fire
                officials, without triggering any additional
                construction or remodel obligations or other
                requirements for substantial additional changes, such
                as creating accessible secondary exits, platforms for
                                -19-
01-05577
                wheelchair spaces, or changing existing Aisle Slopes.
                If such permits, consents and approvals cannot be
                obtained free of such additional conditions, then,
                UATC, Class Counsel, and the DOJ will negotiate to
                determine some alternative modification to improve
                accessibility which shall not impose any greater cost
                or other burden on UATC than the item of construction
                or modification which would have triggered the
                requirements for additional construction or remodel
                obligations. If the parties are unable to agree upon
                an alternative modification, they shall submit the
                matter to dispute resolution in accordance with
                Paragraph 6.
        4. Modifications to Recently-Constructed Theatres.
           4.1  Compliance With ADAAG. UATC shall bring all elements
                of its Recently-Constructed Theatres into compliance
                with ADAAG in accordance with the following plan:
                4.1.1 UATC will bring at least half of its
                Recently-Constructed Theatres into compliance
                with ADAAG by September 30, 1996, and will
                bring all its Recently-Constructed Theatres
                into compliance with ADAAG no later than June
                30, 1997.
                4.1.2   No later than the time the work is begun on a
                        Recently-Constructed Theatre to bring it into
                        compliance with ADAAG, UATC shall provide the
                        DOJ and Class Counsel a report of UATC's
                        findings regarding what the deviations from
                        ADAAG were at said Theatre and what UATC is
                        doing or planning to do to remedy the
                        deviation.
          4.2   Deviations From ADAAG. UATC shall not be deemed to
                have violated this Settlement Agreement, the Stipulated
                Injunctive Order, the ADA or ADAAG with respect to any
                deviation from ADAAG at its Recently-Constructed
                Theatres as to which UATC can demonstrate:
                4.2.1   that the deviation resulted because full
                        compliance with ADAAG is not required
                        pursuant to  4.1.1(5) of ADAAG at the time
                        the facility was constructed or as of the
                        Effective Date; or
                4.2.2   that the deviation is an alternative design
                        or technology that provides substantially
                                -20-
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                        equivalent or greater access to and usability
                        of the facility for persons with disabilities
                        as described in  2.2 of ADAAG; or
                4.2.3   that the deviation is within conventional
                        building industry tolerances for field
                        conditions as described in  3.2 of ADAAG.
          4.3   Certain Elements of Recently-Constructed Theatres Not
                Subject to the Stipulated Injunctive Order. The
                parties agree that the Stipulated Injunctive Order will
                not require UATC to perform any of the obligations set
                forth in subparagraphs 4.1 and 4.2 with respect to
                Recently-Constructed Theatres. The parties agree that
                the Stipulated Injunctive Order will require UATC to
                perform the obligations set forth in subparagraphs 4.4,
                4.5, 4.6 and 4.7 with respect to Recently-Constructed
                Theatres.
          4.4   Integrated Wheelchair Seating At The Rear Of All
                Auditoriums. UATC will provide Integrated Wheelchair
                Seating at the rear of all Auditoriums in Recently-
                Constructed Theatres, subject to the same conditions
                that are set forth in subparagraphs 3.1.1 -- 3.1.6.
          4.5   Dispersed Wheelchair Seating in Auditoriums with Over
                300 Seats. In all Auditoriums in Recently-Constructed
                Theatres with more than 300 seats, UATC shall provide
                at least two Dispersed Wheelchair Seats in the same
                manner as is set forth in subparagraphs 3.2.1 -- 3.2.4,
                except that all Dispersed Wheelchair Spaces shall be
                located in or on a level area.
          4.6   Fixed Companion Seats. A 1-to-1 ratio of Fixed
                Companion Seats will be provided with respect to the
                number of Wheelchair Viewing Spaces required by ADAAG.
          4.7   Dispersed Aisle-Side Seats with Raisable or Removable
                Armrests. UATC will provide Dispersed Aisle-Side Seats
                with Raisable or Removable Armrest in Auditoriums at
                its Recently Constructed Theatres in the same manner as
                is set forth in subparagraph 3.3.
          4.8   Dispersed Semi-Ambulatory Seats In California. UATC
                will provide Dispersed Semi-Ambulatory Seats in
                Auditoriums at its Recently-Constructed Theatres in
                California in the same manner as is set forth in
                subparagraph 3.4.
                                -21-
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          4.9   Obligations Re Modifications to Recently-Constructed
                Theatres Subject to Approvals. UATC's obligations set
                forth in Paragraph 4 are subject to obtaining all
                necessary permits, consents and approvals from local
                building departments and other relevant governmental
                authorities, including but not limited to fire
                officials, without triggering any additional
                construction or remodel obligations or other
                requirements for substantial additional changes, such
                as creating accessible secondary exits, or changing
                existing Aisle Slopes. If such permits, consents and
                approvals cannot be obtained free of such additional
                conditions, then, UATC, Class Counsel, and the DOJ will
                negotiate to determine some alternative modification to
                improve accessibility which shall not impose any
                greater cost or other burden on UATC than the item of
                construction or modification which would have triggered
                the requirements for additional construction or remodel
                obligations. If the parties are unable to agree upon
                an alternative modification, they shall submit the
                matter to dispute resolution in accordance with
                Paragraph 6.
          4.10  Exception. Nothing in Paragraph 4 shall require UATC
                to modify Aisle Slopes, or to create accessible
                secondary exits at Recently Constructed Theatres.
                5. Standards for Future Construction.
          5.1   Elements of Future Construction Subject to the
                Stipulated Injunctive Order. UATC agrees that all
                Future Construction undertaken by UATC while the
                Stipulated Injunctive Order is in effect will include
                the following access features, among others:
                5.1.1   Dispersed Wheelchair Seating. In Auditoriums
                        with over 300 seats in Future Construction,
                        UATC will provide Dispersed Wheelchair
                        Seating, except where not required by ADAAG
                        or, in California, by ADAAG or Title 24.
                        When required, such seating shall be provided
                        in the following manner:
                  5.1.1.1  Wheelchair Viewing Spaces will be in at
                           least two different locations within an
                           Auditorium, one of which will be other
                           than in the back of the Auditorium.
                  5.1.1.2  Dispersed Wheelchair Seating spaces will
                           be located on a level area the
                                -22-
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                           dimensions of which comply with  4.33.2
                           of ADAAG.
                  5.1.1.3  At least two Wheelchair Viewing Spaces,
                           each with a Fixed Companion Seat
                           adjacent to it, shall be located at a
                           distance of from one-quarter to three-
                           quarters of the way back from the
                           screen, so long as these Wheelchair
                           Viewing Spaces are no closer to the
                           screen than the fourth row, and no
                           farther from the screen than four rows
                           from the back of the Auditorium. UATC
                           may fulfill the requirements of this
                           subparagraph by placing more than one
                           such Wheelchair Viewing Space in the
                           same row of seats.
                  5.1.1.4  Dispersed Wheelchair Seating spaces
                           shall be located on an accessible route
                           that complies with  4.3 of ADAAG.
                  5.1.1.5  Subject to the requirements of this
                           subparagraph 5.1.1., the particular area
                           in which Dispersed Wheelchair Seating is
                           placed may be determined by UATC in
                           accordance with Sound Design Principles.
                  5.1.1.6  UATC will not be required to install
                           more Wheelchair Viewing Spaces than the
                           number required in  4.1.3 (19) (a) of
                           ADAAG or, in California, by that section
                           of ADAAG or by Title 24.
                5.1.2   Integrated Wheelchair Seating. UATC will
                        provide Integrated Wheelchair Seating in
                        Auditoriums in Future Construction. A 1-to-1
                        ratio of Fixed Companion Seats will be
                        provided with respect to the number of
                        Wheelchair Viewing Spaces required by ADAAG.
                        Regarding the location of Integrated
                        Wheelchair Seating at the rear of
                        Auditoriums, UATC will attempt, to the extent
                        consistent with Sound Design Principles, to
                        locate the Wheelchair Spaces so that (i) if
                        there is a cross-aisle at the back of the
                        Auditorium, the Wheelchair Viewing Spaces are
                        located in front of such cross-aisle, and
                        (ii) if there is an overhang, Wheelchair
                        Viewing Spaces are not the only kind of
                                -23-
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                        seating partly or fully located underneath
                        the overhang.
                5.1.3   Semi-Ambulatory Seats. In California, UATC
                        will provide Dispersed Semi-Ambulatory Seats.
                        UATC will not locate more than one of the
                        required number of Semi-Ambulatory Seats in
                        the front row of the Auditoriums. The number
                        of Semi-Ambulatory Seats will be at least 1%
                        of the total number of seats in each
                        Auditorium, but in no case less than two.
                5.1.4   Seats with Raisable or Removable Armrests.
                        UATC will provide Dispersed Aisle-Side Seats
                        with Raisable or Removable Armrests in all
                        Auditoriums. The number of such seats shall
                        be at least 1% of the total number of seats
                        in each Auditorium, but in no case less than
                        two. UATC need not provide Dispersed Aisle-
                        Side Seats with Raisable or Removable Arm
                        Rests to the extent that ADAAG is, or, for
                        California, ADAAG and Title 24 are,
                        hereinafter amended to remove any requirement
                        for the provision of Aisle-Side Seats with
                        Raisable or Removable Arm Rests.
                5.1.5   Aisle Slopes. In California, Aisle Slopes in
                        the Path of Travel directly to Wheelchair
                        Viewing Spaces, Semi-Ambulatory Seats, and
                        Aisle-Side Seats with Raisable or Removable
                        Armrests will be no steeper than 1 in 12.
                5.1.6   Work Stations. In California, at least one
                        accessible lowered work station will be
                        provided in all ticket booths and concession
                        stands. Lowered work stations shall meet the
                        maximum reach range requirements of Title 24,
                         3105A (h).
                5.1.7   Pony Walls. There will not be any Pony Walls
                        in new construction.
          5.2   Specialty Auditoriums Exception. This Settlement
                Agreement and the Stipulated Injunctive Order shall not
                apply to specialty Auditoriums, such as those
                Auditoriums designed and constructed for the purpose of
                showing an OMNI or an IMAX-type film.
                                -24-
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          5.3   Certain Elements of Future Construction Not Subject to
                the Stipulated Injunctive Order.
                5.3.1   The parties agree that the only elements of
                        Future Construction that are to be included
                        in the Stipulated Injunctive Order are those
                        specified above in subparagraph 5.1.
                5.3.2   UATC further agrees that all elements of
                        Future Construction that are not subject to
                        the Stipulated Injunctive Order will be built
                        in compliance with ADAAG; provided, however,
                        that UATC shall not be deemed to have
                        violated this Settlement Agreement, the ADA
                        or ADAAG with respect to any deviation from
                        ADAAG in connection with Future Construction
                        which UATC can demonstrate fits within one of
                        the exceptions that are or may be provided in
                        the ADA or ADAAG from time to time (such as
                        those currently appearing in ss 4.1.1.(5)(a),
                        2.2, or 3.2 of ADAAG).
                      DISPUTE RESOLUTION, DEADLINES,
                MONITORING, FORCE MAJEURE AND ATTORNEYS FEES
        6. Dispute Resolution and Modification.
           6.1  Procedure. If a dispute arises regarding the
                interpretation, implementation or performance of or
                compliance with this Settlement Agreement or the
                Stipulated Injunctive Order to be entered pursuant
                hereto, including any dispute as to who is bound by
                said Agreement or Order, it shall be resolved as
                follows:
                6.1.1   Notice of any invocation of this dispute
                        resolution procedure shall be given to all
                        parties.
                6.1.2   The parties agree to first negotiate to
                        discuss the dispute and to try to resolve it
                        among themselves.
                6.1.3   Second, if the parties are not able to
                        resolve the dispute, the matter will be
                        mediated by the Honorable Eugene F. Lynch,
                        Judge, of the United States District Court
                        for the Northern District of California, in
                        which event attorneys fees and costs incurred
                        in connection with the dispute are to be
                                -25-
01-05583
                        awarded and paid in accordance with
                        prevailing law, if at all.
                6.1.4   Third, if the mediation with Judge Lynch does
                        not result in a resolution of the dispute
                        within 2 weeks of the date of such mediation
                        with Judge Lynch, any party may make a motion
                        for the resolution of the dispute by the
                        Honorable Thelton E. Henderson, Judge, of the
                        United States District Court for the Northern
                        District of California, in which event
                        attorneys fees and costs incurred in
                        connection with the dispute are to be awarded
                        and paid in accordance with prevailing law,
                        if at all. In any such proceeding before
                        Judge Henderson, any party may present
                        evidence of Judge Lynch's recommendations, if
                        any.
                6.1.5   In the event that Judge Lynch is unable to
                        serve with regard to this Settlement
                        Agreement or the Stipulated Injunctive Order,
                        the parties shall try to agree on a
                        replacement, and in the event agreement is
                        not reached, the parties will ask Judge
                        Henderson to appoint a replacement. To the
                        extent practicable, any dispute in this
                        regard will be resolved as provided in this
                        Paragraph 6.
           6.2  Standards. Though not all disputes that might arise
                hereunder are predictable, the parties agree that for
                the following kinds of disputes, the following
                principles or standards shall apply, in general:
                6.2.1   If, despite its good faith and reasonable
                        efforts, UATC asserts that it is unable to
                        implement certain of the terms of this
                        Settlement Agreement or the Stipulated
                        Injunctive Order, or is unable to implement
                        them within the time provided for herein, the
                        goal of dispute resolution will be to
                        determine a substitute modification that
                        meets the purposes of this Settlement
                        Agreement. "Substitute modification," as
                        used in this paragraph, means an alternative
                        access improvement that will not be more
                        expensive or otherwise burdensome for UATC
                        than the one that UATC is unable to
                        implement, and one that is consistent with
                                -26-
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                        the purposes of this Settlement Agreement.
                        "Purposes of this Settlement Agreement," as
                        used in this subparagraph means those
                        purposes set forth in Recital E above.
                6.2.2   If a dispute arises because a party claims
                        that unforeseen circumstances make this
                        Settlement Agreement or the Stipulated
                        Injunctive Order, or any part of either,
                        unjust, any party may seek modification of
                        the Settlement Agreement and/or Stipulated
                        Injunctive Order, and any such modification
                        should take into account the purposes of this
                        Settlement Agreement and the Stipulated
                        Injunctive Order, as described in Recital E
                        of this Settlement Agreement, and the
                        circumstances that allegedly make the
                        provision(s) unjust.
                6.2.3   The resolution of any other dispute should
                        take into account the purposes of this
                        Settlement Agreement and Stipulated
                        Injunctive Order as set forth in Recital E.
        7. Time Periods for Performing Modifications and Duration of
           Injunction.
           7.1  Time Periods for Modifications of Existing Theatres.
                The following are the time periods within which UATC
                must satisfy the obligations described in Paragraph 3:
                7.1.1   Exhibit A Theatres: Modifications must be
                        complete on or before September 30, 1996.
                7.1.2   All Other Existing Theatres (except Recently-
                        Constructed Theatres) Within the State of
                        California: Modifications must be complete
                        on or before July 6, 1998.
                7.1.3   All Other Existing Theatres (except Recently-
                        Constructed Theatres) Within the United
                        States and Outside of California:
                        Modifications must be complete on or before
                        July 6, 2001.
           7.2  Time Periods For Performing Modifications of Recently-
                Constructed Theatres. UATC must complete the
                corrections required for Recently-Constructed Theatres
                in Paragraph 4, if any, by June 30, 1997, unless
                otherwise specified in Paragraph 4.
                                -27-
01-05585
           7.3  Duration of Standards for Future Construction. The
                standards in Paragraph 5 shall apply for 12 years after
                July 6, 1995, or until July 6, 2007.
           7.4  Duration of Injunction. The Stipulated Injunctive
                Order shall be effective until July 6, 2007.
        8. After-Acquired, Sold, Closed and Lease-ending Theatres.
           8.1  After-Acquired Theatres. Any theatres acquired by UATC
                after the Effective Date are not subject to or covered
                by this Settlement Agreement or the Stipulated
                Injunctive Order.
           8.2  Lease Expirations of Existing and Recently-Constructed
                Theatres. If the lease of an Existing Theatre or
                Recently-Constructed Theatre is renewed within one year
                of the applicable deadline for conducting modifications
                under Paragraph 7, then the deadline for completing
                modifications to such theatre shall be extended to 18
                months following such renewal.
           8.3  Existing or Recently-Constructed Theatres Which Are
                Sold or Closed During the Relevant Time Period. Any
                Existing or Recently-Constructed Theatre which is sold
                or closed prior to the applicable deadline for
                modifications need not be modified. Nothing herein
                will prohibit UATC from selling, closing or otherwise
                terminating operations at any Theatre Location.
        9. Monitoring and Inspections.
           9.1  To assure Plaintiffs, the Class, and the DOJ that the
                modifications required under Paragraphs 3 and 4 are
                being made and compliance with Paragraph 5 is being
                implemented, the parties agree as follows:
                9.1.1   UATC will provide a written statement to
                        Class Counsel and the DOJ once every 6 months
                        which describes the types of modifications
                        performed within the prior 6 month period and
                        identifies the Theatre Location(s) at which
                        such work was performed and identifies any
                        newly constructed theatre(s). The statement
                        will cover the topics specified on Exhibit D
                        hereto.
                9.1.2   Plaintiffs will select a qualified individual
                        or individuals to inspect various Theatre
                        Locations from time to time for the purpose
                                -28-
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                        of assuring Plaintiffs and UATC that the
                        terms of the Stipulated Injunctive Order are
                        being reasonably met. UATC shall have the
                        right to approve the selection of the
                        individual(s), which approval shall not be
                        unreasonably withheld.
                9.1.3   UATC will pay Class Counsel the total sum of
                        $75,000 in six equal annual installments,
                        with the first annual installment to be paid
                        within 60 days after Final Approval, and the
                        following annual installments to be paid each
                        January 5 for the next five years (i.e., with
                        the second and subsequent installments due on
                        January 5, 1997, January 5, 1998, January 5,
                        1999, January 5, 2000 and January 5, 2001)
                        for expenses relating to monitoring and
                        inspections of the Theatre Locations and
                        newly constructed theatres and reports
                        thereon, including such expenses as the
                        inspector's fees and any attorneys fees and
                        costs incurred by Plaintiffs. If Plaintiffs
                        can demonstrate that there has been
                        substantial non-compliance by UATC with the
                        terms of the Stipulated Injunctive Order,
                        they may request an additional, reasonable
                        sum for further inspection and related
                        expenses (including attorneys' fees and
                        costs).
                9.1.4   Six years after Final Approval, Plaintiffs
                        and UATC shall meet and confer to discuss
                        whether any additional inspection is
                        necessary or appropriate for the remainder of
                        the life of the Stipulated Injunctive Order,
                        and, if so, what, if any, compensation to
                        Plaintiffs therefor is necessary and
                        appropriate. If the parties are unable to
                        agree, they shall submit the matter to
                        dispute resolution in accordance with
                        Paragraph 6.
                9.1.5   The inspector will notify UATC at least one
                        week in advance of each inspection of a
                        Theatre Location, and will obtain the prior
                        written consent of UATC's in-house legal
                        counsel to enter the premises.
                9.1.6   Following each inspection, the inspector will
                        write a report of his or her findings
                                -29-
01-05587
                        regarding compliance and will
                        contemporaneously provide UATC, Class
                        Counsel, and the DOJ with copies of the
                        report and any other documents regarding the
                        results of his or her inspection.
           9.2  During the time the Stipulated Injunctive Order is in
                effect, the DOJ may, upon reasonable notice to UATC's
                in-house counsel, review compliance with the Stipulated
                Injunctive Order and with Paragraphs 4 and 5 of this
                Settlement Agreement.
           9.3  If Class Counsel or the DOJ believes that any element
                of any Recently-Constructed Theatre or Future
                Construction does not comply with ADAAG, they shall
                notify UATC of the alleged noncompliance. UATC shall
                have a reasonable period of time in which to consider
                the notice and, if UATC agrees with the determination
                of non-compliance, to correct the noncompliance.
           9.4  If Class Counsel, the DOJ and UATC are unable to agree
                as to whether any element of any Recently-Constructed
                Theatre or Future Construction complies with ADAAG, or
                the measure(s) to be taken in response to any alleged
                noncompliance, or the period of time during which
                corrective action is to be taken, they shall submit the
                matter to dispute resolution in accordance with
                Paragraph 6.
        10. Force Majeure. Failure of a party to perform any of its
            obligations hereunder shall not subject such party to any
            liability or remedy for damages, or otherwise, where such
            failure is occasioned in whole or in part by acts of God,
            fires, accidents, earthquakes, explosions, floods, wars,
            interruptions of or delays in transportation, labor disputes
            or shortages, shortages of materials or supplies,
            governmental laws, restrictions, rules or regulations,
            riots, sabotage or any other similar or different
            circumstances or causes beyond the reasonable control of
            such party.
        11. Attorneys Fees.
            11.1 For purposes of this Paragraph, "fees and expenses"
                 includes not only fees and costs incurred for lawyer,
                 paralegal and law firm or advocacy firm staff time and
                 expenses, but also fees and expenses incurred by or to
                 experts, consultants, vendors and service providers on
                 behalf of Plaintiffs and the Class.
                                -30-
01-05588
            11.2 UATC shall pay Class Counsel the sum of $1,500,000 on
                 or before 5 business days after Final Approval of the
                 Settlement ("Full Settlement Attorney's Fees"), unless
                 UATC elects to void the damages portion of the
                 settlement following more than 40 Class members opting
                 out of the Class, pursuant to Paragraph 13.5. In the
                 event that UATC so elects, then UATC shall pay a
                 portion of this total amount ("Partial Settlement
                 Attorney's Fees"), which portion shall be determined
                 through negotiation between the UATC and Class Counsel,
                 or, if that is not successful, through the dispute
                 resolution procedures set forth in Paragraph 6.
            11.3 Payment by UATC of the Full Settlement Attorney's Fees
                 shall be in complete satisfaction of any and all claims
                 for attorneys' fees and expenses under federal or state
                 law which Plaintiffs, the Class or their counsel have
                 or may have against UATC arising out of or in
                 connection with the Arnold Litigation and its
                 settlement, including but not limited to any claims for
                 fees and expenses involved in litigating the Arnold
                 Litigation, and negotiating and implementing this
                 Settlement Agreement or the Stipulated Injunctive
                 Order, including fees and expenses incurred through the
                 final disposition and termination of the Arnold
                 Litigation; provided, however, that this sum does not
                 include the payment to be made to Class Counsel
                 pursuant to Paragraph 9.
            11.4 Alternatively, payment by UATC of the Partial
                 Settlement Attorney's Fees shall be in complete
                 satisfaction of any and all claims for attorneys' fees
                 and expenses under federal or state law which
                 Plaintiffs, the Class or their counsel have or may have
                 against UATC arising out of or in connection with the
                 portion of the Arnold Litigation and its settlement
                 which portion does not arise out of the damage claims
                 by Plaintiffs or the Class, including but not limited
                 to any claims for fees and expenses involved in
                 litigating the Arnold Litigation, and negotiating and
                 implementing this Settlement Agreement and the
                 Stipulated Injunctive Order (save for those fees
                 incurred in negotiating with respect to the damages
                 portion of the settlement); provided, however, that
                 this sum does not include the payment to be made to
                 Class Counsel pursuant to Paragraph 9.
            11.5 Class Counsel, not UATC, are responsible to pay all of
                 the vendors, experts, and other providers of services
                 or goods to or for the benefit of Plaintiffs or the
                                -31-
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                 Class who do or may have a claim or right of
                 compensation in connection with the Arnold Litigation.
            11.6 Nothing in this Paragraph 11 is intended to remove or
                 alter UATC's obligations to pay certain costs and
                 expenses of implementing this settlement, which
                 obligations are specifically set forth elsewhere in
                 this Settlement Agreement.
            11.7 UATC and the DOJ shall, as between them, each bear
                 their own attorneys' fees and costs.
         CLASS DEINATION, NOTICE, CERTIFICATION AND DAMAGE PROVISIONS
        12. Settlement Class.
            12.1 Motion to Amend Complaint and Expand the Class.
                 Plaintiffs will make a motion to amend their complaint
                 to address UATC Theatre Locations outside of
                 California, to clarify or amend certain of the
                 contentions being made, and to expand the Class, all
                 for settlement purposes. UATC will stipulate to the
                 granting of that motion after review and so long as it
                 is reasonable, and assuming the preconditions to
                 closing of this settlement have been met. Pursuant to
                 such stipulation and motion, the Court is expected to
                 issue an order concurrently with Final Approval of the
                 settlement which, inter alia, expands the class
                 previously certified to include the Class as defined
                 herein (see Paragraph 17 and Exhibit Q).
           12.2  Class Definition. The Class shall be defined to be
                 comprised of the following three subclasses,
                 (collectively, the "Class"):
                 12.2.1 Subclass A: All persons who have or claim
                        they have, or will have or will claim they
                        have, been denied full and equal access to or
                        been discriminated against under Title III of
                        the ADA or regulations promulgated
                        thereunder, or similar federal law, at or in
                        connection with one or more of UATC's Theatre
                        Locations in the United States, because they
                        are Persons with Mobility Disabilities or are
                        companions of such persons, and have or will
                        have been or claim or will claim to have been
                        aggrieved by one or more physical access
                        barriers at any such theatre, or are persons
                        who could otherwise assert a claim regarding
                                -32-
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                        the physical access barriers at any such Theatre
                        Location.
                12.2.2  Subclass B: All persons who have or claim they
                        have, or will have or will claim they have, been
                        denied full and equal access to or have suffered
                        discrimination under California law at or in
                        connection with, or have otherwise been harmed by,
                        one or more of UATC's Theatre Locations in
                        California which have been constructed, renovated,
                        and/or remodeled since July 1982, because they are
                        Persons with Mobility Disabilities, or are
                        companions of such persons, and have or will have
                        entered and utilized, or have or will have
                        attempted to enter and utilize, one or more of
                        such theatres, encountered or will encounter one
                        or more physical access barriers, and assert they
                        are entitled to damages, or are persons who could
                        otherwise have asserted a claim regarding the
                        physical access barriers at any such theatre.
                12.2.3  Subclass C: All Persons with Mobility
                        Disabilities who attended or attempted to attend
                        or will attempt to attend one of UATC's Exhibit A
                        Theatres at least once since July 1982 and were or
                        will be or claim they were or will be thereafter
                        deterred from patronizing such a Theatre Location
                        under California law due to one or more physical
                        access barriers, or are persons who could
                        otherwise have asserted a claim under California
                        law regarding the physical access barriers at any
                        such theatres.
          12.3  In the event the conditions in Paragraph 2 are not met, UATC
                reserves the right to continue to object to certification of
                any class in the Arnold Litigation.
        13. Notice to Class of Pendency of Action, Binding Effect, Opt Out
            Rights, and Proposed Settlement.
           13.1 Notice by UATC. UATC shall effect notice of the pendency of
                the Arnold Litigation, the right of any members of Subclass
                B to opt out of the portion of the Arnold Litigation wherein
                Plaintiffs and the Class seek damages with respect to
                Exhibit A Theatres, and the settlement, at its own expense,
                as follows:
                13.1.1  UATC shall place a notice, in the form of
                        Exhibit E, in the legal section of a
                        newspaper of general circulation in each
                        county outside of California in which it has
                                -33-
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                        a Theatre Location, and shall place a notice,
                        in the form of Exhibit F, in the legal
                        section of a newspaper of general circulation
                        in each county in California in which it has
                        a Theatre Location. Said notices shall be
                        published once in each newspaper. The
                        publication shall be completed no later than
                        15 days after Preliminary Approval of the
                        Settlement Agreement.
                13.1.2  UATC shall post a notice, in the form
                        attached hereto as Exhibit G, in the box
                        office area of each of its Theatre Locations
                        in California. UATC shall post a notice, in
                        the form attached hereto as Exhibit H, in the
                        box office area of each of its Theatre
                        Locations outside of California. Said
                        notices shall be posted within 15 days after
                        Preliminary Approval of the Settlement
                        Agreement and will remain posted until the
                        end of the Opt Out Deadline specified in
                        subparagraph 13.4.1.
          13.2  Notice by Class Counsel. Commencing at the time of
                Preliminary Approval of the Settlement Agreement, Class
                Counsel shall provide the notice in the form of Exhibit
                F to all persons whom they believe to be members of the
                Class and to all persons who request the notice, as
                well as to the organizations listed in Exhibit I.
                Class Counsel shall complete the mailing of these
                notices by 10 days after Preliminary Approval. UATC
                shall pay the reasonable and necessary photocopying and
                postage costs, not to exceed $2,500 without further
                specific approval of UATC, which shall not be
                unreasonably withheld, of the distribution of notice
                described in this subparagraph. Class Counsel shall
                provide UATC an accounting of all expenses hereunder.
          13.3  Toll-Free Telephone. Commencing at the time of
                Preliminary Approval of the Settlement Agreement, and
                ending 120 days after Final Approval, UATC shall pay
                the cost of one toll-free incoming and outgoing
                telephone line to the offices of DREDF to be used for
                purposes only of responding to inquiries by Class
                members regarding the Arnold Litigation or the
                settlement thereof. DREDF shall arrange for the
                installation and maintenance of the toll-free line.
                                -34-
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          13.4  Binding Effect and Opt Out Right.
                13.4.1  Whether or not the Settlement Agreement is
                        finally approved, all members of Subclass B
                        as defined above may elect to opt out of the
                        portion of the Arnold Litigation wherein
                        Plaintiffs seek damages respecting the
                        Exhibit A Theatres by filing with the Clerk
                        of the Court a written request for exclusion
                        from the class filed or postmarked no later
                        than 45 days after Preliminary Approval of
                        the Settlement Agreement (the "Opt-Out
                        Deadline"). All members of the Subclass who
                        do not timely opt out of that portion of the
                        action shall be bound by the resolution of
                        any and all issues arising in connection with
                        Plaintiffs' damages claims respecting the
                        Exhibit A Theatres, including but not limited
                        to the damages provisions of the Settlement
                        Agreement should those provisions not be
                        voided pursuant to subparagraph 13.5 below.
                13.4.2  If the Settlement Agreement is given Final
                        Approval, all Class members shall be bound by
                        all injunctive and declaratory relief
                        provisions of the Settlement Agreement and
                        orders issued pursuant thereto, including the
                        Stipulated Injunctive Order.
                13.4.3  If the Settlement Agreement is given Final
                        Approval, it shall operate as a full and
                        complete release of all the Released Claims
                        of all Plaintiffs and all members of all
                        subclasses of the Class and as an effective
                        covenant not to sue.
          13.5  UATC's Option to Void Part of Settlement Agreement. If
                more than 40 timely requests are filed to opt out of
                the portion of the Arnold Litigation wherein Plaintiffs
                seek damages respecting the Exhibit A Theatres by
                actual members of Subclass B, UATC, upon written notice
                to the Court and opposing parties within 8 days of the
                opt out deadline, may withdraw from, and void the
                provisions of this Settlement Agreement relating to
                Plaintiffs' damages claims respecting Exhibit A
                Theatres.
          13.6  Fairness Hearing. The Court shall hold a hearing to
                assess the fairness of the proposed Settlement
                Agreement and to decide whether there will be Final
                                -35-
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                Approval of the Settlement Agreement ("Fairness
                Hearing"). This hearing shall take place 55 days after
                the Preliminary Approval of the Settlement Agreement,
                or as soon thereafter as the Court may set.
          13.7  Objections To Settlement. Any member of the Class may
                object to the proposed settlement by filing, within 45
                days after the date of Preliminary Approval of the
                Settlement Agreement, written objections with the Clerk
                of the Court. Only such objecting Class members shall
                have the right, if they seek it in their objection, to
                present objections orally at the Fairness Hearing.
        14. Damages Distribution Procedure.
          14.1  Deposit to Settlement Account. Within 5 business days
                after the Final Approval of this Settlement Agreement,
                UATC shall deposit or wire transfer $429,500 in or to
                the Settlement Account. Upon deposit, these sums are
                and shall be deemed to be for the benefit of members of
                Subclass B, and any interest income earned thereon
                shall accrue to the Settlement Account for the benefit
                of that Subclass. Said Settlement Account shall be
                designated as a settlement fund pursuant to I.R.C.
                468B. Any required tax return for interest income to
                the Settlement Account shall be prepared by the
                accounting firm of KPMG Peat Marwick, and Class Counsel
                may select any office of KPMG Peat Marwick in
                California to perform such services. Class members and
                their counsel shall cooperate with KPMG Peat Marwick by
                supplying all necessary documents and information
                reasonably requested by KPMG Peat Marwick. The first
                $1,000 of expenses of KPMG Peat Marwick in providing
                tax services shall be paid from the Settlement Account,
                and if the expenses exceed $1,000, UATC shall pay the
                excess.
          14.2  Taxes. All required taxes shall be paid or reserved
                for out of the Settlement Account before distribution
                of any moneys therefrom to any member of Subclass B or
                to Class Counsel. UATC is not obligated to compute,
                report or pay any taxes on behalf of the Settlement
                Account, any Plaintiff, or any member of the Class, or
                Class Counsel.
          14.3  Payments to Named Plaintiffs. No later than 5 business
                days after Final Approval of the Settlement Agreement,
                UATC shall pay the total sum of $70,500 for the benefit
                of the Plaintiffs in this action (listed hereinbelow)
                by check or checks delivered to Class Counsel and made
                                -36-
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                payable pursuant to the direction of Class Counsel who
                shall, on behalf of the named and proposed named
                Plaintiffs, ensure the following distribution of those
                funds: Connie Arnold and Ann Cupolo: $12,500 each;
                Howard Ripley, Juliana Cyril, Cinde Soto: $7,500 each;
                Ana Berlowitz: $5,000; Ralph Boemio, Guy Thomas,
                Valerie Vivona, Nancy Ferrerya, Elizabeth Twaddel and
                Jacqueline Kehl: $3,000 each. UATC's delivery of the
                check or checks to Class Counsel totalling $70,500
                shall fulfill UATC's obligations of payment hereunder
                to the Plaintiffs. Such payments shall be disclosed in
                the settlement notice described in subparagraph 13.1.1.
                No recipients of sums pursuant to this subparagraph
                shall be entitled to make a claim for additional
                damages under the damage claims procedure described in
                Paragraph 15.
          14.4  Notice of Damage Claims Procedure. Notice of the
                damage claims process shall be effected as follows:
                14.4.1  No later than 15 days after Final Approval of
                        the Settlement Agreement, the notice attached
                        as Exhibit J and claim form attached as
                        Exhibit K shall be mailed by Class Counsel to
                        all persons they believe to be members of
                        Subclass B, and any other persons who request
                        a claim form before the deadline for
                        returning it.
                14.4.2  No later than 15 days after Final Approval of
                        the Settlement Agreement, UATC shall post the
                        notice attached as Exhibit L at each box
                        office area of the Exhibit A Theatres, with
                        the notice facing patrons. Said notice shall
                        remain posted for a period of 35 days.
                14.4.3  No later than 15 days after Final Approval of
                        the Settlement Agreement, Class Counsel shall
                        distribute the notice attached as Exhibit M to
                        those organizations listed on Exhibit N and ask
                        them to post and distribute it. If
                        practicable, Class Counsel shall cause the
                        notice to be published once in the applicable
                        newsletter of each organization, if said
                        publication can be effected no later than 30
                        days prior to the deadline for filing claims.
                        If such publication is not practicable, Class
                        Counsel shall cause the notice and claim form in
                        the form of Exhibits J and K to be mailed, if
                                -37-
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                        practicable and subject to the cost limit set
                        forth in subparagraph 14.4.5, to persons on
                        relevant mailing lists of said organizations
                        if such lists can be obtained. Class Counsel
                        may commence the placement of such notices in
                        newsletters pursuant to this paragraph any
                        time after Final Approval of the Settlement
                        Agreement. Class Counsel shall limit
                        distribution, if feasible, to California.
                14.4.4  No later than 20 days after Final Approval of
                        the Settlement Agreement, UATC shall publish
                        the notice attached as Exhibit M in the
                        following newspapers to be run on one Sunday
                        in the movie section, at 1/8 page size, and
                        one weekday in the general section, at 1/16
                        page size: San Francisco Chronicle/Examiner;
                        Oakland Tribune, Hayward Daily Review; Los
                        Angeles Times; Pasadena Star News; Orange
                        County Times; Merced Sun; Sacramento Bee; San
                        Diego Union; Bakersfield Californian; Fresno
                        Bee.
                14.4.5  UATC shall bear all reasonable costs and
                        expenses of notice as set forth in
                        subparagraph 14.4, except that its cost
                        obligation for subparagraph 14.4.1 shall be
                        limited to a maximum of $3,000, and its cost
                        obligation for subparagraph 14.4.3 shall be
                        limited to a maximum of $3000. If necessary
                        to fulfill notice obligations, Class Counsel
                        may, for good cause shown, seek additional
                        reimbursement from UATC for additional costs
                        incurred under subparagraph 14.4.1 only, not
                        14.4.3. All costs to be borne by UATC
                        pursuant to subparagraphs 14.4.1 and 14.4.3
                        shall be limited to actual cost of materials,
                        photocopying (at $.25 per page, which rate is
                        and shall be deemed full compensation for
                        Class Counsel's and the organizations' staff
                        time in copying materials and stuffing
                        envelopes and mailing) and postage.
                        Plaintiffs, through Class Counsel, shall
                        provide a detailed accounting for all costs
                        for which they seek reimbursement or payment
                        pursuant to this subparagraph 14.4.5.
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        15. Claims Process.
            15.1 In order for a claim to be timely, members of Subclass
                 B must complete the claims form, Exhibit K, and return
                 it to DREDF (or its designated mail box) postmarked no
                 later than 90 days after Final Approval of the
                 Settlement Agreement. Class Counsel shall review the
                 claim forms for completeness. Class Counsel may ask
                 for additional information, including additional proof
                 of disability, in order to determine Class member
                 status and the validity of the claim. Based on this
                 review, Class Counsel shall determine which members of
                 Subclass B have made valid claims pursuant to the
                 criteria specified below. UATC shall play no part in
                 this determination. Claim forms must be signed under
                 penalty of perjury.
           15.2  To make a valid claim, a claimant must be a member of
                 Subclass B who: (a) at the time of attendance or
                 attempted attendance at an Exhibit A Theatre, was or is
                 a Person with a Mobility Disability who (i) used or
                 uses a wheelchair or motorized scooter or similar
                 device for mobility or (ii) was or is semi-ambulatory
                 and due to such disability would benefit from provision
                 of theatre seats with 24" clear leg room located in the
                 middle and/or back of Auditoriums; (b) have entered and
                 utilized or attempted to enter or utilize one or more
                 of the Exhibit A Theatres between July 9, 1988, with
                 respect to the Emery Bay Theatre, or December 23, 1989,
                 with respect to all other Exhibit A Theatres, and the
                 date of the Stipulated Injunctive Order; and (c)
                 experienced one or more of the following at that time:
                 (i) sat in the aisle or in the back of the Auditorium
                 behind a Pony Wall, (ii) was with a companion and was
                 not provided level Integrated Wheelchair Seating
                 alongside Companion Seats, (iii) in Auditoriums with
                 over 300 seats, there was no Dispersed Wheelchair
                 Seating, (iv) if the claimant was a Semi-Ambulatory
                 Person, was provided no seating with at least 24 inches
                 clear space in front of the seat, other than in the
                 front row, (v) encountered or was impeded by barriers
                 to access into or within restrooms; or (vi) encountered
                 or will encounter other impediments to access in the
                 Path of Travel to or within Exhibit A Theatres,
                 including but not limited to Auditoriums.
           15.3  Claimants who qualify under subparagraph 15.2 may also
                 claim, for dates after their first date of attendance
                 or attempted attendance, that due to their knowledge of
                 the conditions listed in subparagraph 15.2, they were
                                -39-
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                 thereafter deterred from returning to a Theatre
                 Location. A claimant may make a combined total of four
                 claims under subparagraphs 15.2 and 15.3.
           15.4  Except as provided in subparagraph 15.5, each valid
                 claim shall entitle the claimant to a maximum of $250,
                 or a total claims maximum of $1,000.
           15.5  Class Counsel shall calculate the share of each
                 claimant in the Settlement Account. After payment of
                 or provision for taxes in respect of the Settlement
                 Account's interest income (if any), Class Counsel shall
                 mail claim awards to the last known address of each
                 claimant who submitted a valid claim or claims.
                 Returned and/or unclaimed funds shall, after 45 days of
                 attempted distribution (including any remailing), be
                 returned to the Settlement Account for distribution
                 pursuant to subparagraph 15.6 below. In the event that
                 the total amount of valid claims exceeds the amount in
                 the Settlement Account after payment or provision for
                 taxes, the distribution shall be reduced, as follows:
                 all claimants shall first be allocated $250; if
                 insufficient funds are available, the moneys in the
                 Settlement Account shall be divided per capita among
                 all claimants. Funds remaining in the Settlement
                 Account shall be allocated on a per claim pro rata
                 basis (not counting the first claim) for all claimants
                 with more than one valid claim as follows:
                 15.5.1 If sufficient funds remain to cover all or
                        part of each valid second claim submitted by
                        claimants, then such second claims shall be
                        paid either in full or on a reduced, per
                        capita basis.
                 15.5.2 If sufficient funds then remain to cover all
                        or part of all of each valid third claim
                        submitted by claimants, then such third
                        claims be paid either in full or on a
                        reduced, per capita basis.
                 15.5.3 Finally, if sufficient funds then remain to
                        cover part of each valid fourth claim
                        submitted by claimants, then each such claim
                        shall be paid in part on a reduced, per
                        capita basis.
           15.6  If the valid claims and taxes do not exhaust the
                 Settlement Account, Class Counsel shall have the
                 discretion to allow late claims where there is
                                -40-
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                 reasonable cause for lateness (e.g., lack of notice)
                 filed after the deadline up to 30 days thereafter.
                 After taxes are deducted, and all claim awards are
                 distributed, if there is a balance of remaining funds
                 (including unclaimed funds) in the Settlement Account,
                 it shall be distributed to the groups and in the manner
                 listed in Exhibit O. All donations are to be used to
                 advance the civil rights of Persons with Mobility
                 Disabilities.
           15.7  Class Counsel shall file and serve a report of all
                 distributions from the Settlement Account no later than
                 30 days following the last payment to a claimant from
                 the Settlement Account. The report shall state the
                 number of valid claims, the total amounts paid from the
                 Account, and when the last payment was made. Class
                 Counsel shall at that time provide UATC with a copies
                 of all claim forms received, and shall clearly indicate
                 which were allowed.
           15.8  At any time, should any individual (s) make a claim
                 outside of the Arnold Litigation against UATC regarding
                 any issue covered by this Settlement Agreement, on
                 UATC's request, Class Counsel will confirm to UATC
                 whether or not such individual or individuals has or
                 have submitted a claim against the Settlement Account
                 and shall provide copies of all claim forms and
                 attachments and non-privileged correspondence received
                 from such individual (s) .
           15.9  UATC shall not be obligated to pay any legal fees or
                 costs to Plaintiffs or Class Counsel in connection with
                 the administration of the claims process or Settlement
                 Account other than by paying the amount described in
                 Paragraph II.
           15.10 For good cause shown, if there are any surplus funds in
                 the Settlement Account after distribution to claimants,
                 the Court may approve the payment of additional fees to
                 Class Counsel from the balance of the Account prior to
                 distribution to disability rights groups as provided in
                 subparagraph 15.6. "Good cause," as used in this
                 subparagraph, means a showing that the legal work
                 undertaken by Class Counsel which was necessary and
                 appropriate in connection with the administration of
                 the settlement fund was valued at greater than the
                 $37,000 amount allocated by Class Counsel to claims
                 administration from the total attorneys fees payment of
                 $1,500,000.
                                -41-
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        16. Payments To the DOJ Complainants. Any time within one (1)
            year after Final Approval of this Settlement Agreement, a
            DOJ Complainant may submit a notarized Release and Covenant
            Not To Sue, in the form attached hereto as Exhibit Q,
            executed by that DOJ Complainant, and, if applicable, the
            individual who sent a letter of complaint to the DOJ on
            behalf of that DOJ Complainant, to UATC. No later than 10
            business days after UATC's receipt of such a notarized
            Release and Covenant Not To Sue, UATC shall provide to the
            DOJ a check in the amount of $1,000.00, payable to that DOJ
            Complainant. The DOJ shall be responsible for forwarding
            the checks from UATC to the DOJ Complainants. All required
            taxes shall be paid by the DOJ Complainant receiving the
            $1,000.00 payments. UATC is not obligated to compute,
            report or pay any taxes on behalf of any DOJ Complainant.
                                ORDERS AND DISMISSALS
        17. Entry of Stipulated Injunctive Order. The parties jointly
            shall request the Court to enter the Stipulated Injunctive
            Order in the form attached hereto as Exhibit P, upon Final
            Approval of this Settlement Agreement.
        18. Judgment and Order Effecting Settlement. The parties
            jointly shall request the Court to enter the Judgment and
            Order Approving the Settlement, Certifying the Settlement
            Class, Granting Leave to File a Third Amended Complaint, and
            Granting the DOJ's Request to Intervene, in the form
            attached hereto as Exhibit R, to be entered concurrently
            with the Court's Final Approval of the settlement.
        19. Dismissal of Arnold Litigation. Within 5 business days
            following the expiration of the Stipulated Injunctive Order,
            Plaintiffs, the Class and the DOJ shall provide to UATC's
            counsel a signed form of Request for Dismissal of their
            claims in the Arnold Litigation, with Prejudice, pursuant to
            Fed. R. Civ. P. 41, in a form ready for filing with the
            Court.
                                -42-
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                        RELEASES AND COVENANTS NOT TO SUE
        20. Releases and Covenants Not to Sue by Plaintiffs and the
            Class.
            20.1 In exchange for good and valuable consideration,
                 including UATC's agreement to undertake and perform the
                 modifications with respect to its Existing Theatres and
                 Recently-Constructed Theatres, as specified in
                 Paragraphs 3 and 4, to follow certain standards with
                 respect to Future Construction, as specified in
                 Paragraph 5, and to fund the Settlement Account as
                 described in Paragraph 15, Plaintiffs, on behalf of
                 themselves, and, to the fullest extesnt permitted by
                 law, on behalf of all Class members and all persons
                 purporting to claim under them, including heirs and
                 assigns, children, spouses and significant others and
                 companions ("Releasing Parties"), do hereby release,
                 acquit, waive, and forever discharge UATC and all of
                 UATC's predecessors, successors, affiliates, assigns,
                 officers, directors, employees, attorneys, agents,
                 insurers, owners, shareholders, parent companies and
                 subsidiaries (the "Released Parties"), from any and all
                 of the Released Claims, as defined in subparagraphs
                 20.2 and 20.3. None of the Releasing Parties may at
                 any time assert any of the Released Claims against any
                 of the Released Parties.
           20.2  The Released Claims are:
                 20.2.1  Existing Theatres. All claims, rights and
                         contentions for declaratory or injunctive
                         relief, penalties or damages under California
                         or federal law which were or could have been
                         asserted by the Plaintiffs or the Class in
                         the Arnold Litigation with regard to Existing
                         Theatres in Cali fornia, and under federal law
                         with regard to Existing Theatres outside
                         California, to remove any physical barrier
                         (or alleged barrier) to access, to alter or
                         modify the Existing Theatre(s) to provide or
                         improve access, or otherwise to obtain relief
                         for injuries arising out of or relating to
                         the physical access features of the design,
                         construction or condition of the Existing
                         Theatre(s).
                     20.2.1.1 Without limiting or expanding the
                              foregoing, and by way of example only,
                              the Released Claims include any claim or
                                -43-
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                              contention under federal or California
                              law, whenever brought, that secondary
                              exits or aisle slope steepness in
                              Existing Theatres are inaccessible or
                              are barriers that should be removed.
                     20.2.1.2 Without limiting or expanding the
                              foregoing, and by way of example only,
                              the Released Claims include any claim or
                              contention under federal or California
                              law that the concession stands or box
                              offices of Existing Theatres are
                              inaccessible to the public or are
                              barriers that should be removed.
                20.2.2  Recently Constructed Theatres. All claims,
                        rights and contentions for declaratory or
                        injunctive relief, penalties or damages under
                        California or federal law which were or could
                        have been asserted by the Plaintiffs or the
                        Class in the Arnold Litigation with regard to
                        Recently-Constructed Theatres in California,
                        and under federal law with regard to
                        Recently-Constructed Theatres outside
                        California, to remove any physical barrier
                        (or alleged barrier) to access, to alter or
                        modify the Recently-Constructed Theatre(s) to
                        provide or improve access in any respect, or
                        otherwise to obtain relief for injuries
                        arising out of or relating to any elements of
                        the physical access features of the design,
                        construction or condition of the Recently-
                        Constructed Theatre(s).
                     20.2.2.1 Without limiting or expanding the
                              foregoing, and by way of example only,
                              the Released Claims include any claim or
                              contention under federal or California
                              law, whenever brought, that secondary
                              exits or aisle slope steepness in
                              Recently-Constructed Theatres are
                              inaccessible or are barriers that should
                              be removed.
                     20.2.2.2 Without limiting or expanding the
                              foregoing, and by way of example only,
                              the Released Claims include any claim or
                              contention under federal or California
                              law that the concession stands or box
                              offices of Recently-Constructed Theatres
                                -44-
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                              are inaccessible to the public or are
                              barriers that should be removed.
                20.2.3  Future Construction. All claims, rights and
                        contentions for declaratory or injunctive
                        relief, penalties or damages under California
                        or federal law which were or could have been
                        asserted by the Plaintiffs or the Class in
                        the Arnold Litigation with regard to Future
                        Construction in California, and under federal
                        law with regard to Future Construction
                        outside California, for alleged failure to
                        comply with laws or regulations governing
                        physical access in any respect, to remove any
                        physical barrier (or alleged barrier) to
                        access, to alter or modify Future
                        Construction to provide or improve access in
                        any respect, or otherwise to obtain relief
                        for injuries arising out of or relating to
                        any elements of the physical access design,
                        construction or condition of Future
                        Construction.
                     20.2.3.1 The Released Claims do not include
                              claims or contentions regarding the
                              proper floor slope steepness in
                              auditorium aisles, in Future
                              Construction in California, leading to
                              seats other than Semi-Ambulatory
                              Seating, Aisle-Side Seats with Raisable
                              or Removable Arm-Rests, or Wheelchair
                              Viewing Spaces.
                     20.2.3.2 The Released Claims do not include
                              claims or contentions regarding
                              specialty Auditoriums, such as those
                              Auditoriums designed or constructed for
                              the purpose of showing an OMNI or IMAX-
                              type film, in Future Construction.
                     20.2.3.3 Without limiting or expanding the
                              foregoing, and by way of example only,
                              the Released Claims include any claim or
                              contention that the concession stands or
                              box offices of Future Construction in
                              California are inaccessible to the
                              public or employees or are barriers that
                              should be removed or are violative of
                              any provision of California law. The
                              Released Claims also include any claim
                                -45-
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                              or contention under federal law that the
                              concession stands or box offices of
                              Future Construction in other states are
                              inaccessible to the public or are
                              barriers that should be removed.
           20.3 Any contention or claim based on the alleged failure of
                the Released Parties to comply with the requirements of
                this Settlement Agreement or the Stipulated Injunctive
                Order, or to comply with such requirements within the
                time allotted, is a Released Claim except to the extent
                it may be asserted in the manner set forth in Paragraph
                6.
           20.4 Each Plaintiff, and to the fullest extent allowed by
                law, each Class member, is prohibited from ever
                asserting a Released Claim, and from commencing,
                joining in or voluntarily assisting in a lawsuit or
                adversary proceeding, against the Released Parties
                arising out of, regarding, or relating to the Released
                Claims set forth above.
           20.5 Each Plaintiff warrants and represents that no one
                other than he or she has any right, claim or cause of
                action against the Released Parties arising out of the
                alleged instance or instances in which he or she was
                allegedly discriminated against or was allegedly denied
                full and equal access to or at a UATC Theatre Location.
                This warranty and representation shall survive the
                execution of this Settlement Agreement and the
                dismissal of the Arnold Litigation. Each Plaintiff
                shall hold the Released Parties harmless from and
                against any claims, damages, litigation, causes of
                action, and expenses, including reasonable attorneys
                fees, resulting from any breach by him or her of this
                warranty and representation, including any breach of
                his or her release of his or her Released Claims.
           20.6 Each Plaintiff, and, to the fullest extent permitted by
                law, each Class member, expressly waives any and all
                rights and benefits regarding unknown rights or claims
                which are conferred or which may be conferred upon him
                or her by the provisions of S 1542 of the California
                Civil Code or any similar law of any applicable
                jurisdiction. Section 1542 reads as follows:
                CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A
                GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
                AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN
                                -46-
01-05604
                BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
                WITH THE DEBTOR.
                By way of example, and not by limitation of the
                foregoing: Each Plaintiff and, to the fullest extent
                permitted by law, each Class member, assumes full
                responsibility for unknown or later-discovered or
                later-occurring injuries, damages, losses, costs, fees
                or liabilities within the scope of the Released Claims.
                Each Plaintiff and, to the fullest extent permitted by
                law, each Class member, acknowledges that he or she may
                later discover facts different from, or in addition to,
                those he or she now knows or believes to be true
                respecting the Arnold Litigation or the subject matter
                thereof, including but not limited to suffering future
                (alleged) denials of full and equal access or
                discrimination at UATC Theatre Locations arising out of
                physical access conditions (or lack thereof). Each
                Plaintiff and, to the fullest extent permitted by law,
                each Class member, assumes the risk of such facts or
                events. Each Plaintiff and, to the fullest extent
                permitted by law, each Class member, agrees that such
                facts or events are included within the Released
                Claims.
           20.7 In addition to the foregoing, a Releasing Party may not
                assert a claim against a Released Party at any time to
                the effect that: (a) additional barrier removal is or
                became required or Readily Achievable during the
                pendency of the Stipulated Injunctive Order, under any
                circumstances, or, (b) additional barrier removal is or
                became required or Readily Achievable after the
                termination of the Stipulated Injunctive Order, unless
                there has been and such claim is based upon a material,
                substantial and unforeseeable change in circumstances
                (except that, with regard to the circumstance of UATC's
                future financial condition, the prerequisite of
                unforeseeability does not apply) or due to a change in
                the law.
        21. Release and Covenant Not to Sue by DOJ. In exchange for
            good and valuable consideration, including UATC's agreement
            to undertake and perform the modifications with respect to
            its Existing Theatres and Recently-Constructed Theatres, as
            specified in Paragraphs 3 and 4, and to follow certain
            standards with respect to Future Construction, as specified
            in Paragraph 5, the DOJ agrees as follows:
           21.1 The DOJ hereby releases and forever discharges any
                claims or causes of action against the Released Parties
                                -47-
01-05605
                (as defined in Paragraph 20.1) related to or arising
                out of any matters that are or could have been asserted
                by Plaintiffs, the Class, or the DOJ in the Arnold
                Litigation.
           21.2 The DOJ will not at any time commence any investigation
                of the Released Parties or file any civil action
                against the Released Parties related to any matter
                covered by this Settlement Agreement or the Stipulated
                Injunctive Order (except that, pursuant to Paragraph
                9.2, the DOJ may review UATC's compliance with this
                Settlement Agreement or the Stipulated Injunctive
                Order).
           21.3 For example, and not by way of limitation: (a) the DOJ
                releases and may not ever sue the Released Parties on
                claims to the effect that prior to or during the life
                of the Stipulated Injunctive Order it became Readily
                Achievable to remove a barrier to access at an Existing
                Theatre or on claims concerning compliance with ADAAG
                at Recently-Constructed Theatre, and (b) the DOJ may
                not sue a Released Party contending that modifications
                undertaken by UATC at an Existing Theatre or Recently-
                Constructed Theatre pursuant to this Settlement
                Agreement and/or the Stipulated Injunctive Order do not
                comply with ADAAG. Provided, however, that (1) the DOJ
                does not release and is not prohibited from
                investigating or suing regarding Theatre Locations
                newly constructed after the termination of the
                Stipulated Injunctive Order and (2) the DOJ may assert
                the claims described in clause (b) of this subparagraph
                in accordance with the dispute resolution procedures of
                Paragraph 6.
           21.4 In addition to the foregoing, the DOJ may not assert a
                claim against a Released Party at any time to the
                effect that (a) additional barrier removal is or became
                Readily Achievable during the pendency of the
                Stipulated Injunctive Order, under any circumstances,
                or, (b) additional barrier removal is or became
                required or Readily Achievable after the termination of
                the Stipulated Injunctive Order, unless there has been
                and such a claim is based on a material, substantial
                and unforeseeable change in circumstances (except that,
                regarding the circumstance of UATC's future financial
                condition, the prerequisite of unforeseeability does
                not apply) or due to a change in the law.
                                -48-
01-05606
                                MISCELLANEOUS
        22. Cooperation.
           22.1 Cooperation of Plaintiffs and Class Counsel Regarding
                UATC's Claims Versus Architects. Plaintiffs and Class
                Counsel shall cooperate with UATC in the prosecution of
                UATC's claims for indemnity and contribution against
                the architects of the Exhibit A Theatres. As used
                herein, for Plaintiffs and Class Counsel to "cooperate"
                means (a) at UATC's request, to make themselves
                available, at reasonable times and locations and for
                reasonable amounts of time without charge to UATC
                (except for reasonable out of pocket expenses), for
                interviews by UATC, for the preparation and execution
                of written testimony, and for live testimony in
                deposition or at trial on UATC's claims against the
                architects, (b) upon request by UATC, to describe and
                discuss Plaintiffs' litigation theories and strategies
                against UATC in the Arnold Litigation, and (c) upon
                request by UATC, to provide UATC access to and
                possession of evidence that Plaintiffs would have been
                prepared to present against UATC in the Arnold
                Litigation had the case not settled. In the event that
                more substantial efforts on the part of Plaintiffs
                and/or Class Counsel are required, they shall receive
                reasonable compensation for their assistance. Nothing
                herein limits UATC's or Class Counsel's right to seek
                attorneys fees, expert fees and litigation costs from
                the architects.
           22.2 Cooperation of Parties. The parties shall cooperate
                with each other and shall take such other and further
                steps as are reasonable and necessary to obtain
                Preliminary and Final Approval of this Settlement
                Agreement and to effectuate the purposes of this
                Settlement Agreement.
        23. Other Theatre Circuits. In the event that Class Counsel are
            approached by any representative of another theatre chain or
            circuit during the one-year period beginning on the
            Effective Date seeking to negotiate a settlement of claims
            or potential claims regarding modifications to existing
            theatres and/or standards for construction of new theatres
            for the benefit of Persons with Mobility Disabilities in
            California or outside of California, and should Class
            Counsel engage in any settlement negotiations with or
            initiate litigation against another theatre chain or circuit
            concerning such matters, Class Counsel agree that (a) they
            will inform UATC of such contact unless to do so would
                                -49-
01-05607
            prejudice Class Counsel's ability to reach an accommodation
            with said theatre chain or circuit, and (b) they will
            endeavor, in such settlement or litigation, to obtain an
            undertaking or obligation of such other circuit or chain to
            achieve at least substantially similar accommodations for
            Persons with Mobility Disabilities as are provided for
            herein within a similar time frame.
        24. Defense Documents. Documents and information (including but
            not limited to deposition testimony) produced or provided by
            UATC to Plaintiffs or Class Counsel in discovery during the
            Arnold Litigation, including but not limited to in
            connection with informal discovery during settlement
            negotiations (hereinafter "Defense Documents"), will be
            handled as follows.
           24.1 No later than the end of the duration of the Stipulated
                Injunction, Plaintiffs and Class Counsel shall return
                to UATC or destroy all Defense Documents and shall
                inform UATC in writing that they have done so. UATC
                shall remind Class Counsel of this obligation 60 days
                before the deadline for return of such Documents. If
                UATC is late in reminding Class Counsel, the obligation
                of returning or destroying Defense Documents will still
                exist, but Class Counsel and Plaintiffs shall have at
                least 60 days after reminder by UATC within which to
                comply with the obligation to return or destroy Defense
                Documents.
           24.2 Until then, Plaintiffs and Class Counsel shall maintain
                the Defense Documents in a manner consistent with the
                terms of the agreements and orders under which the
                documents were produced, including confidentiality
                orders or agreements.
        25. Intervention By the DOJ. The DOJ shall file a motion for
            leave to intervene in the Arnold Litigation as a plaintiff
            and shall lodge a proposed complaint in intervention. The
            parties shall stipulate to the granting of such motion,
            effective and conditioned upon Final Approval of the
            Settlement Agreement. If for any reason Final Approval of
            the Settlement Agreement is not granted, the DOJ will not be
            deemed to be an intervenor, but may make a motion for leave
            to intervene and file a proposed complaint in intervention.
            In the event Final Approval of the Settlement Agreement is
            not granted, UATC and the Plaintiffs reserve all rights to
            oppose the DOJ's motion to intervene and to object to the
            proposed complaint.
                                -50-
01-05608
        26. Arms-Length Negotiations; Construction. This Settlement
            Agreement was entered into after significant good-faith,
            arms-length negotiations between the parties' counsel,
            assisted in substantial part by the Hon. Eugene F. Lynch of
            the United States District Court, Northern District of
            California. Each party hereto has executed this Settlement
            Agreement only after carefully reading it and reviewing it
            with counsel. This Settlement Agreement has been entered
            into without any coercion and under no duress. This
            Settlement Agreement reflects the conclusion of each party
            that this Settlement Agreement and the Stipulated Injunctive
            Order and the releases, waivers and covenants contemplated
            hereby are in the best interest of said party. The content
            of and language in this Settlement Agreement was approved by
            counsel for each of the parties and, in the event
            interpretation of any alleged ambiguity herein is requested
            or required, there shall not be a presumption or
            construction against either side as the drafter. Except as
            expressly provided herein, this Settlement Agreement is not
            intended to confer upon any other person or entity any
            rights or remedies.
        27. Reservation. Nothing herein is intended to be or may be
            construed as a waiver of UATC's right to operate its
            business free from unreasonable intrusion into its papers,
            effects or property by Plaintiffs, the Class, Class Counsel
            or the DOJ, in particular with regard to the inspections,
            monitoring and compliance review provided for herein.
        28. Entire Agreement. This Settlement Agreement, including the
            Exhibits hereto, is an integrated contract and contains the
            entire understanding between the parties hereto regarding
            the matters set forth in it. No representations, warranties
            or promises have been made or relied upon by any party
            hereto other than those which are set forth in those named
            documents. This Settlement Agreement supersedes any and all
            other prior agreements or drafts or memoranda of
            understanding, either written or oral, between the parties
            with respect to the subject matter hereof. This Settlement
            Agreement cannot be modified orally and can only be modified
            by a writing duly signed by the parties hereto or, under the
            limited circumstances as set forth in this Settlement
            Agreement, by an Order of the Court.
        29. Deadlines Falling On Weekends Or Holidays. To the extent
            that any deadline set forth in this Settlement Agreement
            falls on a Saturday, Sunday, or legal holiday, that deadline
            shall be continued until the following business day.
                                -51-
01-05609
        30. Authority to Bind. Class Counsel represent and warrant that
            they are authorized to sign on behalf of, and to bind, the
            class as originally certified by the Court to this
            Settlement Agreement, and that, upon the Court's approval of
            the settlement and entry of the Order Approving Settlement
            and Certifying Settlement Class, they are also authorized to
            sign o behalf of and to bind the Class, and that Class
            shall be bound, nunc pro tunc. Plaintiff Cyrus Berlowitz
            represents and warrants that he is authorized to sign on
            behalf of, and to bind, Plaintiff Anna Berlowitz to this
            Settlement Agreement. Each of the other named Plaintiffs
            shall by their signatures personally bind themselves to this
            Settlement Agreement. Stewart D. Blair represents and
            warrants that he is authorized to sign on behalf of, and to
            bind, UATC to this Settlement Agreement, subject to the fact
            that if UATC's Board of Directors does not approve the
            Settlement Agreement, then the Settlement Agreement is not
            binding on UATC, notwithstanding his signature. Christopher
            J. Kuczynski represents and warrants that he/she is
            authorized to sign on behalf of, and to bind, the DOJ and
            the United States to this Settlement Agreement.
        31. Quadruplicate Originals/Execution in Counterparts. This
            Settlement Agreement shall be signed in quadruplicate such
            that the Court, Plaintiffs, the DOJ, and UATC shall each
            have a duplicate original, each of which shall be deemed an
            original of this Settlement Agreement. This Settlement
            Agreement may be executed and delivered in counterparts by
            the parties to this Settlement Agreement. When each party
            has signed and delivered at least one counterpart to the
            other party to this Settlement Agreement, the counterparts,
            taken together, shall be binding and effective as to the
            parties to this Settlement Agreement.
                                -52-
01-05610
                                SIGNATURES
        32. Signatures of Counsel. Counsel for the parties indicate by
            signing below their approval of the form of this Settlement
            Agreement (and Exhibits hereto), and, in the case of counsel
            for the Plaintiffs and Class, their representation and
            warranty of authority to bind the Class as originally
            certified and the Class described herein, assuming that the
            Court gives Final Approval for this settlement, and their
            acceptance of the provisions regarding attorneys fees:
                                COUNSEL FOR THE UNITED STATES
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                     Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                  (202) 307-0663
                                LAURENCE W. PARADIS,
Dated:                          By:
                                   Laurence W. Paradis
                                DISABILITY RIGHTS EDUCATION AND
                                DEFENSE FUND
                                Brad Seligman
                                Elaine B. Feingold
Dated:                          By:
                                  Brad Seligman
                                  -53-
01-05611
                                SIGNATURES
        32. Signatures of Counsel. Counsel for the parties indicate by
            signing below their approval of the form of this Settlement
            Agreement (and Exhibits hereto), and, in the case of counsel
            for the Plaintiffs and Class, their representation and
            warranty of authority to bind the Class as originally
            certified and the Class described herein, assuming that the
            Court gives Final Approval for this settlement, and their
            acceptance of the provisions regarding attorneys fees:
                                COUNSEL FOR THE UNITED STATES
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                   Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                   (202) 307-0663
                                LAURENCE W. PARADIS,
Dated:                          By:
                                   Laurence W. Paradis
                                DISABILITY RIGHTS EDUCATION AND
                                DEFENSE FUND
                                Brad Seligman
                                Elaine B. Feingold
Dated:                          By:
                                   Brad Seligman
                                -53-
01-05612
                                SIGNATURES
        32. Signatures of Counsel. Counsel for the parties indicate by
            signing below their approval of the form of this Settlement
            Agreement (and Exhibits hereto), and, in the case of counsel
            for the Plaintiffs and Class, their representation and
            warranty of authority to bind the Class as originally
            certified and the Class described herein, assuming that the
            Court gives Final Approval for this settlement, and their
            acceptance of the provisions regarding attorneys fees:
                                COUNSEL FOR THE UNITED STATES
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                   Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                   (202) 307-0663
                                LAURENCE W. PARADIS,
Dated:                          By:
                                   Laurence W. Paradis
                                DISABILITY RIGHTS EDUCATION AND
                                DEFENSE FUND
                                Brad Seligman
                                Elaine B. Feingold
Dated:                          By:
                                   Brad Seligman
                                -53-
01-05613
                                MILLER, STARR & REGALIA
                                Daniel Miller
                                Melissa Bauman Ward
Dated:                          By:
                                   Daniel Miller
                                Attorneys for Plaintiffs Arnold et
                                al. and the Class
                                SIDLEY & AUSTIN
                                Peter I. Ostroff
                                Lori Huff Dillman
Dated:                          By:
                                   Peter I. Ostroff
                                Attorneys for Defendant United
                                Artists Theatre Circuit, Inc.
                                -54-
01-05614
                                MILLER, STARR & REGALIA
                                Daniel Miller
                                Melissa Bauman Ward
Dated:                          By:
                                   Daniel Miller
                                Attorneys for Plaintiffs Arnold et
                                al. and the Class
                                SIDLEY & AUSTIN
                                Peter I. Ostroff
                                Lori Huff Dillman
                                By:
Dated:                             Peter I. Ostroff
                                Attorneys for Defendant United
                                Artists Theatre Circuit, Inc.
                                -54-
01-05615
        33. Signatures of Parties. In witness whereof, the undersigned
            have executed this Settlement Agreement as of the Effective
            Date:
                                THE UNITED STATES:
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                      Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                   (202) 307-0663
                                -55-
01-05616
        NAMED AND PROPOSED PLAINTIFFS AND REPRESENTATIVES OF CLASS ON
                        BEHALF OF THEMSELVES AND THE CLASS:
Connie Arnold                           Ann Cupolo
Howard Ripley                           Juliana Cyril
Cinde Soto                              Ana Berlowitz
Ralph Boemio                            Guy Thomas
Valerie Vivona                          Nancy Ferrerya
Elizabeth Twaddel                       Jacqueline Kehl
Dated:                            By:
                                  Laurence W. Paradis, Esq.
                                  Class Counsel and authorized
                                  signatory for Class
                                  UNITED ARTISTS THEATRE CIRCUIT, INC. :
Dated:                            By:
                                     Stewart D. Blair
                                  Chairman and President
                                -56-
01-05617
        SETTLEMENT AGREEMENT AMONG PLAINTIFFS, CONNIE ARNOLD, ET AL.,
                    THE UNITED STATES OF AMERICA, AND
                 THE UNITED ARTISTS THEATRE CIRCUIT, INC.
                                SUMMARY
I.      Background
        A. Department of Justice Investigation
        United Artists Theatre Circuit, Inc. ("UATC"), a Maryland
corporation, is one of the nation's largest exhibitors of motion
pictures. The company owns, leases, and/or operates more than 400
theaters (with more than 2,300 screens) in 29 states and Puerto Rico.
Most of the theaters were opened prior to January 26, 1993.
        In November of 1992, the Department of Justice received a
complaint alleging that a UATC theater located in Hurst, Texas, had
numerous physical barriers to access for individuals with mobility
impairments, in violation of title III of the Americans with
Disabilities Act, 42 U.S.C. ss 12181-12189, and the Department of
Justice's title III implementing regulation, 28 C.F.R. Pt. 36. Title
III requires private entities that own, lease, or operate places of
public accommodations located in existing facilities (i.e., facilities
designed and constructed for first occupancy prior to January 26,
1993), which include movie theaters, to remove barriers to access for
persons with disabilities whenever removal is "readily achievable."
42 U.S.C. s 12182(b) (2) (A) (iv); 28 C.F.R. s 36.304(a). The Department
of Justice, therefore, investigated this complaint, as well as
subsequent complaints filed about UATC existing theaters in Arizona,
Arkansas, Colorado, and Mississippi.
        In October of 1994, the Department began investigating compliance
with the ADA at United Artists theaters constructed for first
occupancy after January 26, 1993 (new construction), pursuant to the
Department's statutory obligation to conduct periodic reviews of ADA
compliance. 42 U.S.C. s 12188(b) (1) (A) (i); 28 C.F.R. s 36.502(c).
The ADA's requirements for new construction are more stringent than
those for existing facilities. New construction must comply strictly
with the ADA Standards for Accessible Design ("the Standards"), 28
C.F.R. Pt. 36, Appendix A. Information that the Department gathered
during its compliance review suggested that each of UATC's 22 newly-
constructed theaters failed in some respects to comply with the
Standards.
        B. Arnold v. United Artists Theatre Circuit, Inc.
        On July 9, 1991, a group of individuals with mobility impairments
and the Disability Rights Education and Defense Fund of Berkeley,
California ("DREDF") filed a lawsuit entitled Arnold, et al. v. United
Artists Theatre Circuit, Inc., in California State Court. The
complaint alleged that several United Artists theaters in California
that opened after July 9, 1982, were in violation of that State's laws
01-05618
prohibiting discrimination on the basis of disability. Specifically,
the complaint stated that the theaters had fewer than the required
number of wheelchair seating spaces; had wheelchair spaces that were
segregated from seating for the general public; had all wheelchair
seating located in the back rather than dispersed throughout the
seating area; and had no seating at all for semi-ambulatory patrons.
In December of 1992 the complaint was amended to include allegations
that the theaters were also in violation of the ADA, because UATC had
failed to remove barriers to access where readily achievable, and in
January of 1993, the case was removed to the Federal District Court
for the Northern District of California.
        In August of 1995, the Department of Justice entered into
settlement negotiations, supervised by Judge Eugene F. Lynch of the
Northern District of California, with the parties to the Arnold
litigation. The Department intervened in the Arnold litigation and at
the same time entered into the settlement agreement resolving the
matter.
II.     Key Provisions of the Settlement Agreement
        A. Modifications to Existing Theaters
        The agreement requires UATC to remove barriers to access in
parking areas and at theater entrances, and in almost all of its
auditoriums and public restrooms throughout the United States by July
6, 2001. In addition, during this same period of time, UATC must also
spend at least $393,000 to make other access improvements that may not
yet have been accomplished at some theaters, such as modifying
concessions stands, water fountains, and public telephones to make
them accessible to people with mobility impairments.
           1. Seating in Existing Auditoriums
        A significant portion of the agreement sets out the manner in
which wheelchair seating spaces and seats for semi-ambulatory persons
will be provided in existing auditoriums. The agreement requires UATC
to provide the number of wheelchair seating spaces in existing
auditoriums that would be required in a comparably-sized, newly-
constructed auditorium. UATC may provide all wheelchair seating
spaces at the back of existing theaters with 300 or fewer seats, since
the ADA would permit this practice even in new auditoriums. However,
wheelchair spaces at the rear of auditoriums must nevertheless be
integral to the theater's seating plan, so that individuals with
wheelchairs will not be segregated from non-disabled family members or
friends.
        Additionally, fixed seats for non-disabled companions of persons
who use wheelchairs must be provided adjacent to wheelchair spaces. A
ratio of at least one companion seat for every two wheelchair spaces
will be provided at a minimum. UATC will provide a 1 to 1 ratio in
all auditoriums where to do so would not require removal of a row of
                                2
01-05619
seats in addition to those which would have to be removed to
accomplish a 1 to 2 ratio. The company will guarantee a 1 to 1 ratio
of companion seats to wheelchair seating spaces in at least 60% of its
existing auditoriums, regardless of the number of fixed seats that
will need to be removed.
        In existing theaters with more than 300 seats, UATC will
"disperse" wheelchair seating spaces, with companion seats, by
removing some fixed seats to create wheelchair seating spaces in the
most level area of the theater available at a distance of from one-
third to two-thirds of the way back from the screen, measured in terms
of the number of rows. One percent of the seats in all auditoriums
will be aisle seats with folding or removable aisle-side armrests for
use by semi-ambulatory patrons or by people who wish to transfer from
wheelchairs into fixed seats. In California theaters, additional
"semi-ambulatory" seating, which is designed differently from that
required by section 4.1.3(19)(a), will be installed. This seating is
required under California accessibility laws.
        The agreement exempts from the requirement to provide accessible
seating a very small number of auditoriums that can be accessed only
by climbing stairs in theaters where elevator access would not be
required. Almost all of these auditoriums, however, are located
within theater complexes where at least some auditoriums will be made
accessible.
            2. Modifications to Restrooms
        UATC will take several measures to ensure that restrooms in
existing theaters are accessible. In situations where existing
restrooms can be reached only by climbing one or more stairs, the
company will either provide access to the restrooms by constructing a
ramp or installing a lift, or will construct a single-user, unisex
accessible restroom complying with section 4.22 of the Standards.
        Where a unisex restroom is not provided, UATC will modify one
stall in each existing restroom so that its dimensions comply with
Standards, s 4.17.3, or with s 4.22.4, in those circumstances where
compliance with one of the configurations permitted by s 4.17.3 is
either technically infeasible or prohibited by local plumbing codes.
The length and position of grab bars in these stalls will comply with
those set forth in either s 4.17.3 or s 4.22.4, whichever section is
relevant. In addition, in restrooms with six or more stalls, parallel
grab bars will be provided in one of the regular width stalls. A
lavatory complying with Standards, s 4.19 will be provided in each
existing restroom as well. As a general rule, restroom doors will be
widened, if necessary, to provide a minimum clear opening width of
32", in accordance with section 4.13.7 of the Standards.
                                3
01-05620
            3. Parking and Entrances
        As a general rule, at those theaters where UATC has control over
parking lots and entrances, the company will provide the number and
type of accessible parking spaces (including "van accessible" spaces)
required by sections 4.1.2(5)(a) and (b) and 4.6 of the Standards. An
accessible route complying with section 4.3 of the standards will
also be provided from these parking spaces to an entrance (or
entrances) that are fully accessible.
            4. Other Barrier Removal
        In addition to the barrier removal measures specifically set
forth above, which will be accomplished regardless of cost, UATC will
spend a minimum of an additional $393,000 in the aggregate to remove
other barriers at various theaters over the next five years. This
figure takes into account the fact that, prior to entering into the
settlement agreement, UATC had already taken measures to remove
barriers at some of its theaters, and also recognizes that other
access measures -- such as making concession stands, drinking
fountains, and some public telephones accessible can be accomplished
inexpensively.
            5. Time Frame for Compliance
        The modifications outlined above must be made in twenty
California theaters specifically designated in the agreement by
September 30, 1996. These theaters were constructed after July 9,
1982 and were, therefore, required to have been completely accessible
under California law when they were first constructed. Modifications
to other existing theaters in California must be completed on or
before July 6, 1998, and barrier removal must be completed at the
remaining theaters by no later than July 6, 2001.
        B. New Construction
        The agreement covers two types of newly-constructed theaters:
those that have already been built and those that will be constructed
during the course of the next twelve years. UATC has agreed that it
will bring all of the new theaters that have already been built
(referred to in the settlement agreement as "recently-constructed"
theaters) into full compliance with the Standards for Accessible
Design. Necessary modifications will be made at half of the 22
recently-constructed theaters by September 30, 1996, and modifications
to the others will be completed by no later than June 30, 1997.
        The portion of the settlement agreement concerning recently-
constructed theaters contains specific provisions for the manner in
which wheelchair seating locations and seats with folding or removable
aisle-side armrests must be provided. The number and design of all
wheelchair seating spaces must comply with sections 4.1.3(19)(a) and
4.33 of the Standards. In theaters with more than 300 seats, at least
                                4
01-05621
two wheelchair spaces must be provided somewhere other than at the
rear of the auditorium, located at a distance of from one-third to
two-thirds of the way back from the screen. Each wheelchair space in
recently-constructed auditoriums must have a fixed companion seat
adjacent to it. Additionally, unlike the dispersed wheelchair spaces
in existing auditoriums, which may not necessarily have to be located
on a perfectly level surface, all wheelchair spaces in recently-
constructed theaters must be level. One percent of all seats in
recently-constructed theaters must be aisle seats with folding or
removable aisle-side armrests, and must be dispersed throughout
auditoriums.
        UATC has also agreed that all theaters constructed during the
course of the next twelve years (referred to in the agreement as
"future construction") will be built in full compliance with the
Standards. The requirements for wheelchair seating and seats with
folding or removable aisle-side armrests are almost exactly the same
for future construction and recently-constructed theaters, except that
in future construction wheelchair spaces may be located at a distance
of from one-quarter to three-quarters of the way back from the screen.
All accessible seating will be located on a route with a slope no
greater than 1:12.
        C. Compensatory Damages
        Unlike the ADA, California laws that prohibit discrimination on
the basis of disability permit private litigants to recover damages.
UATC has agreed to pay damages under California law to twelve named
plaintiffs who originally brought the Arnold litigation. The company
has also agreed to establish a settlement fund in the amount of
$429,000 for the benefit of individuals who encountered physical
barriers to access in California theaters constructed after July 9,
1982, and/or who were deterred from attending these theaters because
they knew about the existence of physical barriers there. A class
member can claim $250 per incident and a maximum of four incidents,
for a total maximum recovery from the fund of $1,000. Any money in
the fund that is unclaimed will be given to certain disability rights
organizations in California that are designated in the agreement.
Finally, UATC will pay $1,000 to each of four individuals with
disabilities who either filed complaints with the Department of
Justice about certain theaters outside of California or on whose
behalf complaints were filed.
        D. Enforcement and Dispute Resolution
        All of UATC's barrier removal obligations under the settlement
agreement and its obligations with respect to seating in newly-
constructed auditoriums are part of a Stipulated Injunctive Order
filed with the agreement. The agreement requires that certain
processes be followed whenever there is a question as to UATC's
compliance with the order. UATC, the plaintiffs, and Department must
first try to resolve disputes informally. If this is unsuccessful,
                                5
01-05622
the parties must submit the matter to Judge Lynch in an attempt to
reach a mediated settlement. If no resolution occurs within two weeks
of submitting the matter to Judge Lynch, it may be brought before
Judge Henderson, who may declare that UATC is in contempt of court for
failing to comply with the Stipulated Injunctive Order and may order
that UATC undertake any action required by the injunction.
        Compliance with the Standards for Accessible Design with respect
to elements of newly-constructed UATC theaters other than seating in
auditoriums (e.g., parking, restrooms, concession stands, telephones,
water fountains, and the like) is required by the settlement
agreement, but is not part of the Stipulated Injunctive Order. This
means that UATC cannot be held in contempt of court for failing to
comply with the Standards with respect to such elements. Judge
Henderson may, however, issue an order requiring compliance with the
Standards as to these elements, and the same dispute resolution
processes described above apply to all matters arising under the
agreement, whether or not they are also the subject of the Stipulated
Injunctive Order.
        With respect to two specific barrier removal obligations in the
agreement -- the obligation to widen doors into existing restrooms and
the obligation to provide accessible routes to accessible theater
entrances -- UATC is permitted to submit documentation demonstrating
that the required barrier removal is not readily achievable at a
particular theater location. The documentation submitted must include
financial and architectural information the company considered in
reaching this conclusion. If this information is provided, the
parties will use the dispute resolution processes outlined above to
determine UATC's obligations.
        In order to permit monitoring of the agreement, UATC will submit
reports to counsel for both the private plaintiffs and the Department
of Justice on a regular basis showing the theater locations at which
modifications have been made and the specific steps that have been
taken to comply with the agreement. The company will pay DREDF six
installments of $75,000 apiece to pay the costs of inspecting
theaters, and the Department of Justice will be allowed to conduct
periodic inspections as well, upon reasonable notice to UATC.
                                6
01-05623
                          SETTLEMENT AGREEMENT
                                  Among
                     Plaintiffs Connie Arnold, et al.,
                       The United States of America,
                   and United Artists Theatre Circuit, Inc.
01-05624
                          SETTLEMENT AGREEMENT
                            TABLE OF CONTENTS
                                                          Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .  3
        1. Definitions . . . . . . . . . . . . . . . . . . . 3
        2. Conditions . . . . . . . . . . . . . . . . . . .  8
SUBSTANTIVE PHYSICAL ACCESS PROVISIONS . . . . . . . . . . . 8
        3. Modifications to Existing Theatres . . . . . . .  8
           3.1  Integrated Wheelchair Seating At The Rear Of
                All Auditoriums . . . . . . . . . . . . . . .8
                3.1.1   Number of Wheelchair Viewing Spaces
                        Required at the Rear of
                        Auditoriums . . . . . . . . . . . . .8
                3.1.2   Positioning of Wheelchair Viewing
                        Spaces Next to Companion Seats . . . 8
                3.1.3   Ratio of Fixed Companion Seats to
                        Wheelchair Viewing Spaces . . . . .  8
                3.1.4   Location of Wheelchair Viewing
                        Spaces At the Rear of Auditoriums .  9
                3.1.5   Special Requirements for Exhibit A
                        Theatres . . . . . . . . . . . . . . 9
                3.1.6   Dimensions and Slope of Wheelchair
                        Viewing Spaces . . . . . . . . . . . 9
                3.1.7   Exceptions From Integrated
                        Wheelchair Seating Requirements . .  9
           3.2  Dispersed Wheelchair Seating in Auditoriums
                with Over 300 Seats . . . . . . . . . . . . 12
                3.2.5   Ratio of Fixed Companion Seats To
                        Each Dispersed Wheelchair Seat . . .13
           3.3  Raisable or Removable Aisle-Side Arm Rests  13
                                -i-
01-05625
                                                          Page
           3.4  Semi-Ambulatory Seating in Exhibit A
                Theatres . . . . . . . . . . . . . . . . .  13
           3.5  Modifications to Restrooms . . . . . . . .  14
           3.6  Barrier Removal in Parking Areas and at
                Theatre Entrances . . . . . . . . . . . . . 16
           3.7  Additional Barrier Removal . . . . . . . .  17
                3.7.1   Ramps or Lifts . . . . . . . . . .  17
                3.7.2   Telephones . . . . . . . . . . . .  17
                3.7.3   Restrooms . . . . . . . . . . . . . 17
                    3.7.3.1 Doors . . . . . . . . . . . . . 17
                    3.7.3.2 Dispensers and Holders . . . .  17
                    3.7.3.3 Sinks . . . . . . . . . . . . . 18
                    3.7.3.4 Mirrors . . . . . . . . . . . . 18
                3.7.4   Engagement of Architects or Other
                        Third Parties . . . . . . . . . . . 18
                3.7.5   Box Office Areas . . . . . . . . . .18
                3.7.6   Concession Stands . . . . . . . . . 18
           3.8  Exceptions for Certain Exhibit A Theatres . 18
           3.9  Exceptions . . . . . . . . . . . . . . . . .19
           3.10 Obligations Re Modifications to Existing
                Theatres Subject to Approvals . . . . . . . 19
        4. Modifications to Recently-Constructed Theatres . 20
           4.1  Compliance With ADAAG . . . . . . . . . . . 20
           4.2  Deviations From ADAAG . . . . . . . . . . . 20
           4.3  Certain Elements of Recently-Constructed
                Theatres Not Subject to the Stipulated
                Injunctive Order . . . . . . . . . . . . .  21
           4.4  Integrated Wheelchair Seating At The Rear Of
                All Auditoriums . . . . . . . . . . . . . . 21
                                -ii-
01-05626
                                                          Page
           4.5  Dispersed Wheelchair Seating in Auditoriums
                with Over 300 Seats . . . . . . . . . . . . 21
           4.6  Fixed Companion Seats . . . . . . . . . . . 21
           4.7  Dispersed Aisle-Side Seats with Raisable or
                Removable Armrests . . . . . . . . . . . .  21
           4.8  Dispersed Semi-Ambulatory Seats In
                California . . . . . . . . . . . . . . . . .21
           4.9  Obligations Re Modifications to Recently-
                Constructed Theatres Subject to Approvals . 22
           4.10 Exception . . . . . . . . . . . . . . . . . 22
        5. Standards for Future Construction . . . . . . .  22
           5.1  Elements of Future Construction Subject to
                the Stipulated Injunctive Order . . . . . . 22
                5.1.1   Dispersed Wheelchair Seating . . .  22
                5.1.2   Integrated Wheelchair Seating . . . 23
                5.1.3   Semi-Ambulatory Seats . . . . . . . 24
                5.1.4   Seats with Raisable or Removable
                        Armrests . . . . . . . . . . . . .  24
                5.1.5   Aisle Slopes . . . . . . . . . . .  24
                5.1.6   Work Stations . . . . . . . . . . . 24
                5.1.7   Pony Walls . . . . . . . . . . . .  24
           5.2  Specialty Auditoriums Exception . . . . . . 24
           5.3  Certain Elements of Future Construction Not
                Subject to the Stipulated Injunctive Order .25
DISPUTE RESOLUTION, DEADLINES,
     MONITORING, FORCE MAJEURE AND ATTORNEYS FEES . . . . . 25
        6. Dispute Resolution and Modification . . . . . .  25
           6.1  Procedure . . . . . . . . . . . . . . . . . 25
           6.2  Standards . . . . . . . . . . . . . . . . . 26
                                -iii-
01-05627
                                                          Page
        7. Time Periods for Performing Modifications and
           Duration of Injunction . . . . . . . . . . . . . 27
           7.1  Time Periods for Modifications of Existing
                Theatres . . . . . . . . . . . . . . . . . .27
                7.1.1   Exhibit A Theatres . . . . . . . .  27
                7.1.2   All Other Existing Theatres (except
                        Recently-Constructed Theatres)
                        Within the State of California . .  27
                7.1.3   All Other Existing Theatres (except
                        Recently-Constructed Theatres)
                        Within the United States and
                        Outside of California . . . . . . . 27
           7.2  Time Periods For Performing Modifications of
                Recently-Constructed Theatres . . . . . . . 27
           7.3  Duration of Standards for Future
                Construction . . . . . . . . . . . . . . .  28
           7.4  Duration of Injunction . . . . . . . . . .  28
        8. After-Acquired, Sold, Closed and Lease-ending
           Theatres . . . . . . . . . . . . . . . . . . . . 28
           8.1  After-Acquired Theatres . . . . . . . . . . 28
           8.2  Lease Expirations of Existing and Recently-
                Constructed Theatres . . . . . . . . . . .  28
           8.3  Existing or Recently-Constructed Theatres
                Which Are Sold or Closed During the Relevant
                Time Period . . . . . . . . . . . . . . . . 28
        9. Monitoring and Inspections . . . . . . . . . . . 28
        10. Force Majeure . . . . . . . . . . . . . . . . . 30
        11. Attorneys Fees . . . . . . . . . . . . . . . . .30
CLASS DEFINITION, NOTICE, CERTIFICATION AND DAMAGE
    PROVISIONS . . . . . . . . . . . . . . . . . . . . . .  32
        12. Settlement Class . . . . . . . . . . . . . . . .32
           12.1 Motion to Amend Complaint and Expand the
                Class . . . . . . . . . . . . . . . . . . . 32
                                -iv-
01-05628
                                                          Page
           12.2 Class Definition . . . . . . . . . . . . .  32
        13. Notice to Class of Pendency of Action, Binding
            Effect, Opt Out Rights, and Proposed Settlement 33
           13.1 Notice by UATC . . . . . . . . . . . . . .  33
           13.2 Notice by Class Counsel . . . . . . . . . . 34
           13.3 Toll-Free Telephone . . . . . . . . . . . . 34
           13.4 Binding Effect and Opt Out Right . . . . .  35
           13.5 UATC's Option to Void Part of Settlement
                Agreement . . . . . . . . . . . . . . . . . 35
           13.6 Fairness Hearing . . . . . . . . . . . . .  35
           13.7 Objections To Settlement . . . . . . . . .  36
        14. Damages Distribution Procedure . . . . . . . .  36
           14.1 Deposit to Settlement Account . . . . . . . 36
           14.2 Taxes . . . . . . . . . . . . . . . . . . . 36
           14.3 Payments to Named Plaintiffs . . . . . . .  36
           14.4 Notice of Damage Claims Procedure . . . . . 37
        15. Claims Process . . . . . . . . . . . . . . . .  39
        16. Payments To the DOJ Complainants . . . . . . .  42
ORDERS AND DISMISSALS . . . . . . . . . . . . . . . . . . . 42
        17. Entry of Stipulated Injunctive Order . . . . .  42
        18. Judgment and Order Effecting Settlement . . . . 42
        19. Dismissal of Arnold Litigation . . . . . . . .  42
RELEASES AND COVENANTS NOT TO SUE . . . . . . . . . . . . . 43
        20. Releases and Covenants Not to Sue by Plaintiffs
            and the Class . . . . . . . . . . . . . . . . . 43
                20.2.1 Existing Theatres . . . . . . . . .  43
                20.2.2 Recently Constructed Theatres . . .  44
                                -v-
01-05629
                                                          Page
                20.2.3 Future Construction . . . . . . . .  45
        21. Release and Covenant Not to Sue by DOJ . . . .  47
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 49
        22. Cooperation . . . . . . . . . . . . . . . . . . 49
            22.1 Cooperation of Plaintiffs and Class Counsel
                 Regarding UATC's Claims Versus Architects . 49
            22.2 Cooperation of Parties . . . . . . . . . . .49
        23. Other Theatre Circuits . . . . . . . . . . . . . 49
        24. Defense Documents . . . . . . . . . . . . . . . .50
        25. Intervention By the DOJ . . . . . . . . . . . .  50
        26. Arms-Length Negotiations; Construction . . . . . 51
        27. Reservation . . . . . . . . . . . . . . . . . .  51
        28. Entire Agreement . . . . . . . . . . . . . . . . 51
        29. Deadlines Falling On Weekends Or Holidays . . .  51
        30. Authority to Bind . . . . . . . . . . . . . . .  52
        31. Quadruplicate Originals/Execution in Counterparts 52
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 53
        32. Signatures of Counsel . . . . . . . . . . . . .  53
        33. Signatures of Parties . . . . . . . . . . . . .  55
                                -vi-
01-05630
                        SETTLEMENT AGREEMENT
        This Settlement Agreement is entered into and made effective
this 28th day of March, 1996, by and between (a) United Artists
Theatre Circuit, Inc. ("UATC"), a Maryland corporation, with
offices located at 9110 E. Nichols Avenue, Suite 200, Englewood,
Colorado 80112, (b) Plaintiffs and the Class (as more fully
defined below), and (c) the United States Department of Justice
("DOJ").
                (Capitalized terms not defined
                elsewhere are defined in
                paragraph 1 of this Settlement
                Agreement.)
                                RECITALS
        A. UATC owns and/or operates movie theatres in various
           states within the United States.
        B. Plaintiffs instituted and have maintained a lawsuit
           against UATC regarding the physical accommodations for
           Persons with Mobility Disabilities at UATC theatres in
           California, which lawsuit is hereinafter defined as the
           Arnold Litigation. The DOJ investigated certain of
           UATC's Existing Theatres and Recently-Constructed
           Theatres regarding the physical accommodations for
           Persons with Mobility Disabilities at certain UATC
           theatres. The DOJ joined in the settlement discussions
           in the Arnold Litigation. Through a process of
           discovery supervised by the Honorable Eugene F. Lynch,
           acting as settlement judge, Plaintiffs and the DOJ have
           evaluated certain physical accommodations for Persons
           with Mobility Disabilities pertaining to UATC's
           theatres in the United States. As described below,
           with UATC's concurrence, Plaintiffs will seek to expand
           the Class and the Arnold Litigation to claims regarding
           UATC theatres nationwide and in Puerto Rico, and the
           DOJ will seek to intervene respecting claims regarding
           UATC theatres in the United States.
        C. The Arnold Litigation has been vigorously prosecuted
           and defended.
                                -1-
01-05631
        D. UATC denies any and all liability to Plaintiffs, the
           Class, or the DOJ and denies that it has violated any
           laws -- federal, state or local -- pertaining to access
           for Persons with Mobility Disabilities to its theatres.
        E. The parties now desire to resolve their differences and
           disputes by settling the Arnold Litigation in such a
           manner as to --
           1.   achieve improvements to access at UATC's Existing
                Theatres and Recently-Constructed Theatres and set
                standards for UATC's Future Construction, in a
                manner that satisfies UATC's obligations under
                laws governing physical access features for
                Persons with Mobility Disabilities and their
                companions at public accommodations, including but
                not limited to UATC's obligations under the
                Americans With Disabilities Act (42 U.S.C. SS
                12101 et seg.), the rules and regulations
                promulgated pursuant thereto, including, but not
                limited to, ADAAG, and California law, including,
                but not limited to, California Civil Code SS 51
                and 54.1, Title 24 of the California Code of
                Regulations, SS 19955 et seg. of the California
                Health & Safety Code, SS 4450 of the Government
                Code et seg., and SS 17200 et seg. of the
                California Business and Professions Code;
           2.   define, clarify and compromise UATC's obligations
                under such laws, including barrier removal
                obligations;
           3.   achieve reasonable, practicable improvements to
                access, without great difficulty or burden or
                expense, and consistent with the fundamental
                nature of UATC's business, for the benefit of both
                UATC and its patrons;
           4.   assure that the DOJ, the Plaintiffs, and the Class
                will not attempt to enforce, and UATC will not
                thereby be subject to, conflicting standards
                regarding the physical access features of its
                Theatre Location;
           5.   avoid the uncertainties and costs of further or
                future litigation, for all parties;
           6.   bind UATC, Plaintiffs, the DOJ and the Class, so
                that, inter alia, neither the DOJ nor any Class
                member will hereafter assert or claim that UATC is
                                -2-
01-05632
                required to make additional or different
                modifications to its Existing Theatres or
                Recently-Constructed Theatres, or is required to
                follow different standards for Future
                Construction, beyond what is agreed to herein, in
                order to comply with federal or California laws
                regarding access for Persons with Mobility
                Disabilities, and no Class member who does not opt
                out will hereafter sue UATC under California law
                arising from or relating to a physical access
                feature (or lack thereof) covered under this
                Agreement;
           7.   provide compensation, consistent with California
                law, to Class members who demonstrate, in the time
                and manner provided below, that under Plaintiffs'
                theory of the case they are entitled to statutory
                damages for discrimination or related injuries
                arising out of the physical accommodations (or
                lack thereof) at certain of UATC's California
                theatres;
        F. In intervening in the Arnold Litigation and in agreeing
           to bind itself to this Settlement Agreement, the DOJ
           has relied on, inter alia, the representations of UATC
           with respect to efforts UATC has undertaken to improve
           access to its theatres for Persons with Mobility
           Disabilities, including, but not limited to, those
           representations set forth in Exhibit B hereto.
                                DEFINITIONS
1.      Definitions. In addition to the terms defined above and
        elsewhere in this Settlement Agreement, the following terms
        will have the following meanings:
        1.1     "ADA" means the Americans with Disabilities Act, 42
                U.S.C. SS 12101 et seg.
        1.2     "ADAAG" means the Americans With Disabilities Act
                Access Guidelines set forth in 28 C.F.R. part 36,
                promulgated by the DOJ.
        1.3     "Aisle Side Seats with Raisable or Removable Armrests"
                 means fixed seats adjacent to aisles, which have
                raisable or removable armrests on the aisle side, for
                the purpose of facilitating transfer to a fixed seat by
                a person in a wheelchair.
                                -3-
01-05633
        1.4     "Aisle Slope" means the slope of an aisle within an
                Auditorium which provides access to seating and is
                located along-side of seats.
        1.5     "Arnold Litigation" means the civil action entitled
                 Connie Arnold et al v. United Artists Theatre Circuit,
                Inc., d/b/a Emery Bay; and Does 1 through 20,
                inclusive, originally filed and pending in the
                California Superior Court for the County of Alameda
                (Case No. 683090-4), which was removed to federal court
                on or about January 6, 1993 and became Case No. 93 0079
                TEH, as amended, pending in the United States District
                Court for the Northern District of California,
                involving claims by Plaintiffs and the Class regarding
                alleged violations of state and federal accessibility
                laws at UATC Theatre Locations in California and, as
                subsequently amended, violations of federal
                accessibility laws at UATC Theatre Locations
                nationwide. The Arnold Litigation encompasses the
                Stipulated Injunctive Order to be entered pursuant to
                this Settlement Agreement. The DOJ is intervening in
                the Arnold Litigation.
        1.6     "Auditorium" means a room in a Theatre Location
                containing a single screen for exhibition of motion
                pictures and seating for an audience.
        1.7     The "Class" means and includes all members of the
                subclasses set forth in Paragraph 13.
        1.8     "Class Counsel" means counsel for the named Plaintiffs
                and the Class in this action. They are identified as
                Larry Paradis, Esq., Attorney at Law; Miller, Starr &
                Regalia (including all members, partners, employees and
                associates); and Brad Seligman, Esq., and all other
                members, partners, employees and associates, of DREDF.
        1.9     "Companion Seat" is a seat, either fixed, removable or
                portable, within an Auditorium for the use of a
                companion of a person who uses a wheelchair for
                mobility.
        1.10    "Dispersed Wheelchair Seating" means Wheelchair Viewing
                Spaces which are located at various distances from the
                screen in different rows of an Auditorium, and a
                Dispersed Wheelchair Seat is one of such spaces.
        1.11    "Dispersed Aisle Side Seats with Removable or Raisable
                Arm Rests" means Aisle-Side Seats with Removable or
                                -4-
01-05634
                Raisable Arm Rests (as defined above) that are located
                at various distances from the screen in an Auditorium.
        1.12    "Dispersed Semi-Ambulatory Seats" means seats for Semi-
                Ambulatory Persons that are located at varying
                distances from the screen in an Auditorium.
        1.13    "DOJ" means the United States Department of Justice,
                the entity charged by Congress with enforcement of
                Title III of the ADA and regulations promulgated
                thereunder.
        1.14    "DOJ Complainants" means those Individuals with
                Mobility Disabilities who made complaints (or on whose
                behalf complaints were made) to the DOJ concerning
                physical access to Existing Theatres and whose
                complaints were investigated by the DOJ. These
                individuals are: (1) Edward Thomas Bridgers, III (on
                whose behalf Edward Thomas Bridgers, II made a
                complaint); (2) William H. Harrison (on whose behalf
                Thomas E. Harrison made a complaint); (3) Cheryl Arini
                (a minor, on whose behalf her parents, Richard A. Arini
                and Elizabeth M. Arini, made a complaint; and
                (4) George A. Korobkin.
        1.15    "DREDF" means the Disability Rights Education and
                Defense Fund, a California corporation, with offices
                located at 2212 6th Street, Berkeley, California 94710.
        1.16    "Effective Date" is March 28, 1996, the date that the
                conditions to the effectiveness of this settlement, as
                described in Paragraph 2, are fulfilled or waived by
                UATC.
        1.17    "Exhibit A Theatres" means those theatres listed on
                Exhibit A hereto.
        1.18    "Existing Theatres" means all UATC Theatre Locations in
                the United States which first opened for business prior
                to January 26, 1993.
        1.19    "Fairness Hearing" means the hearing after the
                Preliminary Approval of the Settlement Agreement, which
                hearing shall be for the purpose of the Court
                evaluating the fairness of the settlement to Class
                members and deciding whether to give it Final Approval.
        1.20    "Final Approval" of the Settlement Agreement means the
                Court's giving final approval to the Settlement
                                -5-
01-05635
                Agreement, at or shortly following the Fairness
                Hearing.
        1.21    "Fixed Companion Seat" means a Companion Seat which is
                affixed to an Auditorium floor (either permanently or
                which may be removable) and is immediately adjacent to
                a Wheelchair Viewing Space.
        1.22    "Future Construction" means all UATC Theatre Locations
                in the United States which will open for business after
                the Effective Date.
        1.23    "Integrated Wheelchair Seating" means Wheelchair
                Viewing Spaces which are incorporated into the general
                seating or assembly area of an Auditorium, such that
                there are no Pony Walls, and such that the Wheelchair
                Viewing Space is adjacent or nearly adjacent to a Fixed
                Companion Seat.
        1.24    "Path of Travel" means the path by which a person using
                a wheelchair would travel from a parking area through
                an entry into a Theatre Location to an Auditorium to a
                Wheelchair Viewing Space, including areas of service
                and accommodation within a Theatre Location.
        1.25    "Persons with Mobility Disabilities" means and includes
                Semi-Ambulatory Persons and persons who use wheelchairs
                or motorized scooters for mobility.
        1.26    "Plaintiffs" means the named and proposed named
                individual plaintiffs in the Arnold Litigation. The
                proposed named Plaintiffs will become named Plaintiffs
                once the Court grants Plaintiffs' proposed motion for
                leave to file a third amended complaint. "Plaintiffs"
                does not include the DOJ even after the DOJ intervenes
                as a plaintiff in the Arnold Litigation.
        1.27    "Pony Wall" means a low, non-structural half-wall
                located behind a row of seats in an Auditorium which
                separates Wheelchair Viewing Spaces from other seating.
        1.28    "Preliminary Approval of the Settlement Agreement"
                means the Court's granting the parties' motion for
                preliminary approval of the Settlement Agreement, which
                motion shall be made as soon as practicable after the
                parties hereto have signed the Settlement Agreement.
        1.29    "Readily Achievable" shall have the meaning set forth
                in 28 C.F.R. S 36.104.
                                -6-
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        1.30    "Recently-Constructed Theatres" means all UATC Theatre
                Locations in the United States that first opened for
                business between January 26, 1993 and the Effective
                Date.
        1.31    "Released Claims" are those described in Paragraph 19.
        1.32    "Reverse Slope" means an Aisle Slope which slopes
                downward from the back of an Auditorium and then at
                some point slopes upward as it approaches the screen at
                the front of the Auditorium.
        1.33    "Semi-Ambulatory Person" means a person whose mobility
                is substantially impaired but who does not use a
                wheelchair or motorized scooter for mobility when
                attending theatres (and may or may not use a walker,
                cane or crutches).
        1.34    "Semi-Ambulatory Seating" means fixed Auditorium
                seating in UATC's theatres in California for Semi-
                Ambulatory Persons.
        1.35    "Settlement Account" is an interest-bearing bank
                account to be established by Class Counsel at a major
                financial institution of Class Counsel's choice.
        1.36    "Settlement Agreement" means this document.
        1.37    "Sound Design Principles" means professionally-accepted
                design standards that take into account architectural,
                engineering, motion picture exhibition, and regulatory
                factors.
        1.38    "Stipulated Injunctive Order" means the Order to be
                entered by the Court upon stipulation of the parties,
                in substantially the form as attached hereto as Exhibit
                P.
        1.39    "Theatre Entrance" means the main public access point
                into the Theatre Location.
        1.40    "Theatre Location" means that portion of a building or
                complex which is owned or leased by UATC for the
                purpose of exhibiting motion pictures and which
                contains one or more Auditoriums.
        1.41    "United States" means, when referring to the location
                of UATC Theatre Locations, the 50 states and Puerto
                Rico.
                                -7-
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        1.42    "Wheelchair Viewing Space" means a space to park a
                wheelchair in an Auditorium.
2. Conditions. The settlement embodied in this Settlement
Agreement is conditioned upon the following conditions being
met, or UATC's waiver of the condition(s), on or before
March 28, 1996.
        2.1     Approval of the UATC Board of Directors of this
                Settlement Agreement, and
        2.2     Resolution, or provision for resolution, of UATC's
                claims against the third-party defendant architects.
                        SUBSTANTIVE PHYSICAL ACCESS PROVISIONS
3. Modifications to Existing Theatres.
        3.1     Integrated Wheelchair Seating At The Rear Of All
                Auditoriums. UATC will provide Integrated Wheelchair
                Seating at the rear of all Auditoriums in Existing
                Theatres and remove any existing Pony Walls, subject to
                the following:
                3.1.1   Number of Wheelchair Viewing Spaces Required
                        at the Rear of Auditoriums. UATC will
                        provide the minimum number of Wheelchair
                        Viewing Spaces set forth in S 4.1.3 (19) (a) of
                        ADAAG or, for Exhibit A Theatres, the number
                        set forth in Title 24 S 3103A (b) 2.A (iii).
                        The required number of Wheelchair Viewing
                        Spaces at the rear of an Auditorium may be
                        reduced by the number of Wheelchair Viewing
                        Spaces dispersed throughout such Auditorium
                        in places other than the rear pursuant to the
                        standards set forth in Paragraph 3.2.
                3.1.2   Positioning of Wheelchair Viewing Spaces Next
                        to Companion Seats. To the extent feasible,
                        and consistent with Sound Design Principles,
                        a portion of the Fixed Companion Seats will
                        be located on opposite sides of two adjoining
                        Wheelchair Viewing Spaces rather than
                        locating each Wheelchair Viewing Space
                        between two Fixed Companion Seats.
                3.1.3   Ratio of Fixed Companion Seats to Wheelchair
                        Viewing Spaces. The ratio of Fixed Companion
                        Seats to Wheelchair Viewing Spaces will be
                        not less than 1 to 2. It is recognized that
                                -8-
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                        to accomplish such a ratio, it may be (or may
                        have been) necessary to remove all or a
                        portion of a row of fixed seats that exist
                        (or existed) in an Auditorium. UATC will
                        accomplish a 1 to 1 ratio of Fixed Companion
                        Seats to Wheelchair Viewing Spaces in all
                        Auditoriums other than those in which to do
                        so would require removing part of an
                        additional row of seats beyond that which is
                        (or was) required to obtain a ratio of Fixed
                        Companion Seats to Wheelchair Viewing Spaces
                        of 1 to 2. Notwithstanding the immediately
                        preceding sentence, UATC will ensure that the
                        ratio of Fixed Companion Seats to Wheelchair
                        Viewing Spaces is not less than 1 to 1 in at
                        least 60% of all Auditoriums in Existing
                        Theatres.
                3.1.4   Location of Wheelchair Viewing Spaces At the
                        Rear of Auditoriums. Wheelchair Viewing
                        Spaces which are created at the rear of
                        Auditoriums will be located, to the extent
                        possible and consistent with Sound Design
                        Principles, in an area where existing seats
                        were originally located, unless there is room
                        for such spaces behind existing seats without
                        being immediately adjacent to an entry door
                        into the Auditorium.
                3.1.5   Special Requirements for Exhibit A Theatres.
                        In providing Integrated Wheelchair Seating at
                        the rear of Exhibit A Theatres with Pony
                        Walls, UATC will remove (or has removed) part
                        or all of the last row of what were fixed
                        seats to create the Integrated Wheelchair
                        Seating (or front row of Integrated
                        Wheelchair Seating where two or more such
                        rows are created).
                3.1.6   Dimensions and Slope of Wheelchair Viewing
                        Spaces. Every Wheelchair Viewing Space will
                        be level (except as set forth in Paragraph
                        3.2) and comply with the space requirements
                        set forth in S 4.33.2 of ADAAG, or, for
                        Exhibit A Theatres, Title 24
                        S 33103A (b) 2.A (iii) e.
                3.1.7   Exceptions From Integrated Wheelchair Seating
                        Requirements. The parties have agreed that
                        UATC need not provide Integrated Wheelchair
                                -9-
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                        Seating in the following Auditoriums in
                        Existing Theatres:
                  3.1.7.1 UATC Berkeley (#31544) (California):
                          auditoriums 5, 6 and 7 upstairs;
                  3.1.7.2 UATC Cascade Cinemas (#31487)
                          (California): auditoriums 3 and 4
                          upstairs;
                  3.1.7.3 UATC Aptos Twin (#31442) (California):
                          auditorium 2 upstairs;
                  3.1.7.4 UATC Merced Movies (#31506)
                          (California): auditoriums 3 and 4
                          upstairs;
                  3.1.7.5 UATC State Theatre (#31537)
                          (California): auditoriums 3 and 4
                          upstairs;
                  3.1.7.6 UATC Del Mar (#31437) (California):
                          auditoriums 3 and 4 upstairs;
                  3.1.7.7 UATC Senator Movies (#31526)
                          (California): auditoriums 3 and 4
                          upstairs;
                  3.1.7.8 UATC Del Oro (#31490) (California):
                          auditoriums 2 and  3 upstairs;
                  3.1.7.9 UATC Alexandria (#31182) (California):
                          auditoriums 2 and 3 upstairs;
                  3.1.7.10 UATC Del Amo (#31485) (California):
                           auditoriums 1 through 4 upstairs;
                  3.1.7.11 UATC Seattle (#31525) (Washington):
                           auditoriums 1 and 2;
                  3.1.7.12 UATC Babylon (#31196) (New York):
                           auditorium 3;
                  3.1.7.13 UATC Lynbrook (#31277) (New York):
                           auditoriums 3 and 4;
                  3.1.7.14 UATC Manhasset (#31278) (New York):
                           auditorium 3;
                                -10-
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                  3.1.7.15 UATC Southhampton (#32584) (New York):
                           auditoriums 3 and 4;
                  3.1.7.16 UATC Squire (#31284) (New York):
                           auditorium 3;
                  3.1.7.17 UATC Bayside (#31265) (New York):
                           auditoriums 3 and 4;
                  3.1.7.18 UATC Astoria (#31264) (New York):
                           auditoriums 3, 4 and 6;
                  3.1.7.19 UATC Bronxville (#31266) (New York):
                           auditorium 3;
                  3.1.7.20 UATC Continental Twin (#31421) (New
                           York): auditoriums 1 and 2;
                  3.1.7.21 UATC Criterion (#30729) (New York):
                           auditoriums 1, 4, 5, 6 and 7;
                  3.1.7.22 UATC Mamaroneck (#31856) (New York):
                           auditoriums 3 and 4;
                  3.1.7.23 UATC Marboro (#31394) (New York):
                           auditoriums 3 and 4;
                  3.1.7.24 UATC Midway (#31256) (New York):
                           auditoriums 3 and 4;
                  3.1.7.25 UATC Movieland 8th (#32725) (New York):
                           auditorium 1;
                  3.1.7.26 UATC East (#31801) (New York):
                           auditorium 1;
                  3.1.7.27 UATC St. Anthony Main (#32668)
                           (Minnesota): auditoriums 3 and 4;
                  3.1.7.28 UATC Bellevue (#31141) (New Jersey):
                           auditorium 3;
                  3.1.7.29 UATC Rialto (#31152) (New Jersey):
                           auditorium 3;
                  3.1.7.30 UATC South Dekalb (#31951) (Georgia):
                           all auditoriums;
                  3.1.7.31 UATC Tara (#32521) (Georgia):
                           auditorium 3
                                -11-
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                  3.1.7.32 UATC Cinema 150 (#31877) (Puerto Rico):
                           auditoriums 2, 3 and 4;
                  3.1.7.33 UATC Paramount (#31879) (Puerto Rico):
                           auditoriums 2 and 3;
                  3.1.7.34 UATC Cameo (#32184) (Arkansas):
                           auditorium 3;
                  3.1.7.35 UATC Plaza 3 Laredo (#30247) (Texas):
                           stairs up to balcony;
                  3.1.7.36 UATC Sweetwater (#32025) (Texas):
                           stairs up to balcony;
                  3.1.7.37 UATC Camellia McComb (#32147)
                           (Mississippi): auditoriums 3 and 4;
                  3.1.7.38 UATC Edgewater 1&2 (#32154)
                           (Mississippi): auditoriums 1 and 2;
        3.2     Dispersed Wheelchair Seating in Auditoriums with Over
                300 Seats. In all Existing Auditoriums with more than
                300 seats, other than those designated in Paragraph
                3.1.7, UATC shall provide at least two Dispersed
                Wheelchair Seats in the following manner:
                3.2.1   The dimensions of the Dispersed Wheelchair
                        Seating spaces shall comply with S 4.33.2 of
                        ADAAG.
                3.2.2   Subject to the limitations set forth in
                        subparagraph 3.2.4, Dispersed Wheelchair
                        Seating shall be located in the most level
                        area that exists at a distance of from one-
                        third to two-thirds of the way back from the
                        screen, measured by the number of rows.
                3.2.3   If there is more than one area located at a
                        distance of from one-third to two thirds of
                        the way back from the screen, measured by the
                        number of rows, where Dispersed Wheelchair
                        Seating could be provided under subparagraph
                        3.2.2, then UATC may either:
                    3.2.3.1 provide the Dispersed Wheelchair
                            Seating in more than one area, or
                    3.2.3.2 provide the Dispersed Wheelchair
                            Seating in a single area, so long
                                -12-
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                            as to do so would be consistent
                            with Sound Design Principles.
                3.2.4   Notwithstanding subparagraphs 3.2.2 and
                        3.2.3, in Auditoriums in Existing Theatres
                        where there is a Reverse Slope at least three
                        rows back from the front row of seats, UATC
                        may provide Dispersed Wheelchair Seating
                        locations at the most level part of the
                        Reverse Slope.
                3.2.5   Ratio of Fixed Companion Seats To Each
                        Dispersed Wheelchair Seat. In those
                        Auditoriums with over 300 seats which have
                        two aisles running alongside a center seating
                        section ("3 bank"), there will be at least
                        one Fixed Companion Seat for each Dispersed
                        Wheelchair Seat. That ratio can be
                        accomplished by creating a Wheelchair Viewing
                        Space on each end of a row of seats in the
                        center seating section. Alternatively, that
                        ratio can be accomplished by placing the two
                        Dispersed Wheelchair Seats on either side of
                        an aisle. In those Auditoriums with over 300
                        seats which have only one aisle ("2 bank"),
                        there will be at least one Fixed Companion
                        Seat for every two Dispersed Wheelchair
                        Seats.
        3.3     Raisable or Removable Aisle-Side Arm Rests. UATC will
                provide Dispersed Aisle-Side Seats with Raisable or
                Removable Arm Rests in all Auditoriums, except as
                provided hereinbelow. The minimum number of such seats
                will be 1% of the total seats in each Auditorium, but
                in no case less than two. UATC need not provide
                Dispersed Aisle-Side Seats with Raisable or Removable
                Arm Rests to the extent that ADAAG is, or, for
                California, ADAAG and Title 24 are, hereafter amended
                to remove any requirement for the provision of Aisle-
                Side Seats with Raisable or Removable Arm Rests.
                UATC's obligation under this Paragraph does not apply
                to those Auditoriums listed in Paragraph 3.1.7.
        3.4     Semi-Ambulatory Seating in Exhibit A Theatres. UATC
                will provide Dispersed Semi-Ambulatory Seats in Exhibit
                A Theatres as follows: UATC will not locate more than
                one of the required number of Semi-Ambulatory Seats in
                the front row of any Auditorium of any Exhibit A
                Theatre. The minimum number of Semi-Ambulatory Seats
                will be 1% of the total seats per Auditorium, and in no
                                -13-
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                case less than two such seats. However, UATC's
                obligation under this Paragraph does not apply to those
                Auditoriums listed in Paragraph 3.1.7.
        3.5     Modifications to Restrooms.
                3.5.1   In restrooms in Existing Theatres which can
                        be reached without going up or down one or
                        more steps:
                  3.5.1.1 UATC will provide a toilet stall long
                          and wide enough to accommodate front and
                          side transfers from a wheelchair. For
                          side transfer, UATC will provide minimum
                          32" clear space alongside the water
                          closet ("W.C."). For front transfer,
                          UATC will provide a minimum 48" clear
                          space in front of the W.C. The stall
                          door will be at least 32" wide. UATC
                          will provide two grab bars -- one behind
                          the W.C. and the other alongside the
                          W.C. The side bar will be at least 42"
                          long extending 54" from the rear wall.
                          The rear bar will be at least 36" long
                          extending 12" beyond the edge of the
                          W.C. on the "side transfer" side. The
                          grab bars shall be located 33" - 36"
                          above the floor. The top of the toilet
                          seat will be between 17 and 19 inches
                          from the floor. Provided, however, that
                          in modifying the interior of its
                          restrooms, UATC may utilize, as an
                          alternative to the configurations set
                          forth in this paragraph, the
                          configurations as allowed by and
                          described in S 4.17.3 of ADAAG.
                  3.5.1.2 Where six or more stalls exist, UATC
                          will provide parallel grab bars in one
                          of the regular width stalls.
                  3.5.1.3 UATC will provide a sink/lavatory with
                          29" from the finish floor to the bottom
                          of the apron.
                  3.5.1.4 UATC will provide a 36" wide path of
                          travel within the restroom to the stalls
                          and the sinks and a "5-foot turnaround"
                          space or the equivalent inside the
                          restroom, unless such widths are not
                                -14-
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                          Readily Achievable, in which case the
                          widths may be up to 2 and 3/8" less
                          than provided in this subparagraph.
                          Neither the DOJ nor the Plaintiffs may
                          challenge (pursuant to Paragraph 6 or
                          otherwise) a determination by UATC that
                          the widths of 36" and 5-feet as set
                          forth above are not Readily Achievable,
                          unless they can show that UATC's
                          determination is part of a pattern of
                          abuse of this subparagraph.
                  3.5.1.5 UATC shall widen entry doors into
                          restrooms in Existing Theatres so that
                          they provide a minimum 32" clear opening
                          width, unless doing so at a particular
                          Theatre Location is not Readily
                          Achievable. If UATC determines that its
                          obligation(s) under this subparagraph
                          is/are not Readily Achievable at a
                          Theatre Location, UATC shall submit to
                          the DOJ and Class Counsel, for such
                          theatre(s), a report indicating the
                          reasons for UATC's determination. Such
                          report shall indicate, for each such
                          theatre, the particular barrier(s) as to
                          which UATC claims removal is not Readily
                          Achievable, and those financial,
                          structural, regulatory, and/or
                          architectural factors upon which this
                          determination was made. In the event
                          the modification is determined to be not
                          Readily Achievable, it need not be made.
                          Disputes concerning whether such
                          measure(s) required by this subparagraph
                          is/are Readily Achievable shall be
                          resolved according to Paragraph 6.
                3.5.2  Where restrooms that serve, in part or in
                       whole, Auditoriums other than those listed in
                       subparagraph 3.1.7 can be reached only by
                       going up or down steps, or where the
                       restrooms cannot be easily modified to
                       provide accessible toilet stalls or sinks, at
                       least one accessible unisex restroom will be
                       provided. As an alternative to providing a
                       unisex restroom if the barrier to
                       accessibility is steps, UATC may make the
                       restroom accessible by installing a ramp or
                       lift. Unisex restrooms will contain at least
                                -15-
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                        one W.C. complying with s 4.16 of ADAAG and
                        one lavatory complying with s 4.19 of ADAAG.
                        UATC will not be required to install separate
                        single occupancy facilities for each sex.
        3.6     Barrier Removal in Parking Areas and at Theatre
                Entrances.
                3.6.1   Subject to the limitations set forth in
                        subparagraph 3.6.2, UATC shall make
                        modifications, where necessary, so that each
                        of its Existing Theatres:
                  3.6.1.1  Has accessible parking spaces (including
                           "van accessible" spaces) that comply
                           with ss 4.1.2(5)(a) and (b) of ADAAG as
                           to number, s 4.6.2 of ADAAG as to
                           location, ss 4.1.2(5)(b) and 4.6.3 of
                           ADAAG as to configuration, and ss 4.6.4
                           and 4.30.7 of ADAAG as to signage, for
                           all parking areas over which UATC has
                           ownership or control;
                  3.6.1.2  Has an accessible route from the parking
                           area to at least one public entrance
                           that is accessible (for those areas over
                           which UATC has ownership or control).
                           For purposes of this subparagraph,
                           accessible routes and accessible
                           entrances shall together comply with
                           applicable portions of ss 4.1.3(7)(a),
                           4.3.2(1), 4.6.2, 4.8 and 4.13 of ADAAG.
                           Notwithstanding the foregoing,
                           deviations from ADAAG are permissible in
                           a manner consistent with 28 C.F.R. s
                           36.304(d)(2), if they occur as the
                           result of economic, architectural, or
                           structural limitations that exist at a
                           particular Theatre Location;
                  3.6.1.3  Has signage at each inaccessible
                           entrance, if any, indicating the
                           location of the nearest accessible
                           entrance, as required by ss 4.1.3(8)(d)
                           and 4.30 of ADAAG.
                3.6.2   If UATC determines that the standards set
                        forth in subparagraph 3.6.1 are not Readily
                        Achievable at a Theatre Location, UATC shall
                        submit to the DOJ and Class Counsel, for such
                                -16-
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                        theatre(s), a report indicating the reasons
                        for UATC's determination. Such report shall
                        indicate, for each such Theatre Location, the
                        particular barrier(s) as to which UATC claims
                        removal is/are not Readily Achievable, and
                        those financial, structural, regulatory,
                        and/or architectural factors upon which this
                        determination was made. In the event that
                        any required modification(s) is/are not
                        Readily Achievable, the modification(s) need
                        not be made. Disputes concerning whether
                        such measure(s) described in subparagraph
                3.6.1   is/are Readily Achievable shall be
                        resolved according to Paragraph 6.
        3.7     Additional Barrier Removal. In addition to the
                expenditures necessitated by the required barrier
                removal efforts specified in subparagraphs 3.1 - 3.6,
                UATC will spend a minimum of $393,000, in the
                aggregate, over the six year period commencing on July
                6, 1995, for barrier removal and/or improvements to the
                accessibility of restrooms, drinking fountains, patron
                sides of concession stands, telephones and/or box-
                offices at its Existing Theatres, other than Exhibit A
                Theatres. For example, but not by way of limitation,
                improvements and expenditures such as the following
                will be considered as satisfying this requirement:
                3.7.1   Ramps or Lifts. A ramp or a lift may be
                        provided in the Path of Travel to an
                        Auditorium or Theatre Location.
                3.7.2   Telephones. Improvements may be made to
                        telephone access by, for example,
                        repositioning telephones on public, otherwise
                        accessible floors of theatres to come closer
                        to ADAAG standards or installing a TDD.
                3.7.3   Restrooms. Improvements to access to
                        restrooms on public, otherwise accessible
                        floors of theatres may be made to come closer
                        to ADAAG standards, by, for example,
                        providing one or more of the following:
                  3.7.3.1  Doors. Restroom entrance doors with at
                           least 10 inches of smooth, uninterrupted
                           surface at the bottom.
                  3.7.3.2  Dispensers and Holders. At least one
                           paper towel holder and one soap
                                -17-
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                           dispenser no more than 40 inches from
                           the floor.
                  3.7.3.3  Sinks. At least one sink with all pipes
                           beneath the sink wrapped.
                  3.7.3.4  Mirrors. At least one mirror with its
                           bottom no higher than 40 inches.
                3.7.4   Engagement of Architects or Other Third
                        Parties. Architectural and other services
                        may be engaged to effect barrier removal.
                3.7.5   Box Office Areas. Modifications to box
                        office areas or ticket selling areas to
                        provide a pass-through opening for patrons.
                3.7.6   Concession Stands. Lowering a portion of the
                        countertop for patrons.
        3.8     Exceptions for Certain Exhibit A Theatres.
                3.8.1   Notwithstanding anything herein which might
                        be construed to the contrary, the following
                        Exhibit A Theatres which have had the barrier
                        removal modifications described in Exhibit C
                        hereto performed prior to May 1, 1995 need
                        not be further modified, except that UATC
                        will provide Dispersed Wheelchair Seating at
                        such theatres in accordance with the
                        requirements of Paragraph 3.2, and UATC will
                        provide Dispersed Aisle-Side Seats with
                        Raisable or Removable Arm Rests pursuant to
                        the terms of Paragraph 3.3:
                  3.8.1.1  UATC Emery Bay 10, 6330 Christie Avenue,
                           Emeryville, California 94608 (#32724);
                  3.8.1.2  UATC Lakewood Theatre, 6440 South
                           Street, Lakewood, California 90713
                           (#32679);
                  3.8.1.3  UATC Regency Theatre, 635 Fairfield
                           Drive, Merced, California 95341
                           (#31529);
                  3.8.1.4  UATC Brea Marketplace, 965 Birch Street,
                           Brea, California 92621 (#31454);
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                  3.8.1.5  UATC Metro Center Cinema 6, 280 Metro
                           Center, Colma, California 94014
                           (#31907);
                  3.8.1.6  UATC 8 Cinema Theatres, Buena Park
                           Shopping Center, 8700 On The Mall, Buena
                           Park, California 90620 (#31534);
                  3.8.1.7  UATC Pasadena Marketplace, 64 West
                           Colorado Boulevard, Pasadena, California
                           91101 (#31572);
                  3.8.1.8  UATC Movies 6, 7229 Greenback Lane,
                           Citrus Heights, California 95610
                           (#31504);
                  3.8.1.9  UATC Granada Hills, 10801 Zelzah Avenue,
                           Granada Hills, California (#31571);
                  3.8.1.10 UATC Chula Vista 6, 320 Third Street,
                           Chula Vista, California 92010 (#31550);
                  3.8.1.11 UATC Escondido, 362 West Del Norte
                           Parkway, Escondido, California 92027
                           (#31559);
                  3.8.1.12 UATC Easthills Mall 7, 3100 Mallview
                           Road, Bakersfield, California 93306
                           (#32802);
                  3.8.1.13 UATC Clovis Towne Center, 2301 Villa
                           Avenue, Clovis, California 93612
                           (#31906).
        3.9     Exceptions. Nothing in Paragraph 3 of the Settlement
                Agreement requires UATC to create level areas for
                Dispersed Wheelchair Seating (e.g., platforms), to
                modify Aisle Slopes, or to create accessible secondary
                exits at Existing Theatres.
        3.10    Obligations Re Modifications to Existing Theatres
                Subject to Approvals. UATC's obligations set forth in
                Paragraph 3 are subject to obtaining all necessary
                permits, consents and approvals from local building
                departments and other relevant governmental
                authorities, including but not limited to fire
                officials, without triggering any additional
                construction or remodel obligations or other
                requirements for substantial additional changes, such
                as creating accessible secondary exits, platforms for
                                -19-
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                wheelchair spaces, or changing existing Aisle Slopes.
                If such permits, consents and approvals cannot be
                obtained free of such additional conditions, then,
                UATC, Class Counsel, and the DOJ will negotiate to
                determine some alternative modification to improve
                accessibility which shall not impose any greater cost
                or other burden on UATC than the item of construction
                or modification which would have triggered the
                requirements for additional construction or remodel
                obligations. If the parties are unable to agree upon
                an alternative modification, they shall submit the
                matter to dispute resolution in accordance with
                Paragraph 6.
4.      Modifications to Recently-Constructed Theatres.
        4.1     Compliance With ADAAG. UATC shall bring all elements
                of its Recently-Constructed Theatres into compliance
                with ADAAG in accordance with the following plan:
                4.1.1   UATC will bring at least half of its
                        Recently-Constructed Theatres into compliance
                        with ADAAG by September 30, 1996, and will
                        bring all its Recently-Constructed Theatres
                        into compliance with ADAAG no later than June
                        30, 1997.
                4.1.2   No later than the time the work is begun on a
                        Recently-Constructed Theatre to bring it into
                        compliance with ADAAG, UATC shall provide the
                        DOJ and Class Counsel a report of UATC's
                        findings regarding what the deviations from
                        ADAAG were at said Theatre and what UATC is
                        doing or planning to do to remedy the
                        deviation.
        4.2     Deviations From ADAAG. UATC shall not be deemed to
                have violated this Settlement Agreement, the Stipulated
                Injunctive Order, the ADA or ADAAG with respect to any
                deviation from ADAAG at its Recently-Constructed
                Theatres as to which UATC can demonstrate:
                4.2.1   that the deviation resulted because full
                        compliance with ADAAG is not required
                        pursuant to s 4.1.1(5) of ADAAG at the time
                        the facility was constructed or as of the
                        Effective Date; or
                4.2.2   that the deviation is an alternative design
                        or technology that provides substantially
                                -20-
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                        equivalent or greater access to and usability
                        of the facility for persons with disabilities
                        as described in s 2.2 of ADAAG; or
                4.2.3   that the deviation is within conventional
                        building industry tolerances for field
                        conditions as described in s 3.2 of ADAAG.
        4.3     Certain Elements of Recently-Constructed Theatres Not
                Subject to the Stipulated Injunctive Order. The
                parties agree that the Stipulated Injunctive Order will
                not require UATC to perform any of the obligations set
                forth in subparagraphs 4.1 and 4.2 with respect to
                Recently-Constructed Theatres. The parties agree that
                the Stipulated Injunctive Order will require UATC to
                perform the obligations set forth in subparagraphs 4.4,
                4.5, 4.6 and 4.7 with respect to Recently-Constructed
                Theatres.
        4.4     Integrated Wheelchair Seating At The Rear Of All
                Auditoriums. UATC will provide Integrated Wheelchair
                Seating at the rear of all Auditoriums in Recently-
                Constructed Theatres, subject to the same conditions
                that are set forth in subparagraphs 3.1.1 -- 3.1.6.
        4.5     Dispersed Wheelchair Seating in Auditoriums with Over
                300 Seats. In all Auditoriums in Recently-Constructed
                Theatres with more than 300 seats, UATC shall provide
                at least two Dispersed Wheelchair Seats in the same
                manner as is set forth in subparagraphs 3.2.1 -- 3.2.4,
                except that all Dispersed Wheelchair Spaces shall be
                located in or on a level area.
        4.6     Fixed Companion Seats. A 1-to-1 ratio of Fixed
                Companion Seats will be provided with respect to the
                number of Wheelchair Viewing Spaces required by ADAAG.
        4.7     Dispersed Aisle-Side Seats with Raisable or Removable
                Armrests. UATC will provide Dispersed Aisle-Side Seats
                with Raisable or Removable Armrest in Auditoriums at
                its Recently Constructed Theatres in the same manner as
                is set forth in subparagraph 3.3.
        4.8     Dispersed Semi-Ambulatory Seats In California. UATC
                will provide Dispersed Semi-Ambulatory Seats in
                Auditoriums at its Recently-Constructed Theatres in
                California in the same manner as is set forth in
                subparagraph 3.4.
                                -21-
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        4.9     Obligations Re Modifications to Recently-Constructed
                Theatres Subject to Approvals. UATC's obligations set
                forth in Paragraph 4 are subject to obtaining all
                necessary permits, consents and approvals from local
                building departments and other relevant governmental
                authorities, including but not limited to fire
                officials, without triggering any additional
                construction or remodel obligations or other
                requirements for substantial additional changes, such
                as creating accessible secondary exits, or changing
                existing Aisle Slopes. If such permits, consents and
                approvals cannot be obtained free of such additional
                conditions, then, UATC, Class Counsel, and the DOJ will
                negotiate to determine some alternative modification to
                improve accessibility which shall not impose any
                greater cost or other burden on UATC than the item of
                construction or modification which would have triggered
                the requirements for additional construction or remodel
                obligations. If the parties are unable to agree upon
                an alternative modification, they shall submit the
                matter to dispute resolution in accordance with
                Paragraph 6.
        4.10    Exception. Nothing in Paragraph 4 shall require UATC
                to modify Aisle Slopes, or to create accessible
                secondary exits at Recently Constructed Theatres.
5.      Standards for Future Construction.
        5.1     Elements of Future Construction Subject to the
                Stipulated Injunctive Order. UATC agrees that all
                Future Construction undertaken by UATC while the
                Stipulated Injunctive Order is in effect will include
                the following access features, among others:
                5.1.1   Dispersed Wheelchair Seating. In Auditoriums
                        with over 300 seats in Future Construction,
                        UATC will provide Dispersed Wheelchair
                        Seating, except where not required by ADAAG
                        or, in California, by ADAAG or Title 24.
                        When required, such seating shall be provided
                        in the following manner:
                  5.1.1.1 Wheelchair Viewing Spaces will be in at
                          least two different locations within an
                          Auditorium, one of which will be other
                          than in the back of the Auditorium.
                  5.1.1.2 Dispersed Wheelchair Seating spaces will
                          be located on a level area the
                                -22-
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                          dimensions of which comply with S 4.33.2
                          of ADAAG.
                  5.1.1.3 At least two Wheelchair Viewing Spaces,
                          each with a Fixed Companion Seat
                          adjacent to it, shall be located at a
                          distance of from one-quarter to three-
                          quarters of the way back from the
                          screen, so long as these Wheelchair
                          Viewing Spaces are no closer to the
                          screen than the fourth row, and no
                          farther from the screen than four rows
                          from the back of the Auditorium. UATC
                          may fulfill the requirements of this
                          subparagraph by placing more than one
                          such Wheelchair Viewing Space in the
                          same row of seats.
                  5.1.1.4 Dispersed Wheelchair Seating spaces
                          shall be located on an accessible route
                          that complies with S 4.3 of ADAAG.
                  5.1.1.5 Subject to the requirements of this
                          subparagraph 5.1.1., the particular area
                          in which Dispersed Wheelchair Seating is
                          placed may be determined by UATC in
                          accordance with Sound Design Principles.
                  5.1.1.6 UATC will not be required to install
                          more Wheelchair Viewing Spaces than the
                          number required in S 4.1.3(19)(a) of
                          ADAAG or, in California, by that section
                          of ADAAG or by Title 24.
                5.1.2   Integrated Wheelchair Seating. UATC will
                        provide Integrated Wheelchair Seating in
                        Auditoriums in Future Construction. A 1-to-1
                        ratio of Fixed Companion Seats will be
                        provided with respect to the number of
                        Wheelchair Viewing Spaces required by ADAAG.
                        Regarding the location of Integrated
                        Wheelchair Seating at the rear of
                        Auditoriums, UATC will attempt, to the extent
                        consistent with Sound Design Principles, to
                        locate the Wheelchair Spaces so that (i) if
                        there is a cross-aisle at the back of the
                        Auditorium, the Wheelchair Viewing Spaces are
                        located in front of such cross-aisle, and
                        (ii) if there is an overhang, Wheelchair
                        Viewing Spaces are not the only kind of
                                -23-
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                        seating partly or fully located underneath
                        the overhang.
                5.1.3   Semi-Ambulatory Seats. In California, UATC
                        will provide Dispersed Semi-Ambulatory Seats.
                        UATC will not locate more than one of the
                        required number of Semi-Ambulatory Seats in
                        the front row of the Auditoriums. The number
                        of Semi-Ambulatory Seats will be at least 1%
                        of the total number of seats in each
                        Auditorium, but in no case less than two.
                5.1.4   Seats with Raisable or Removable Armrests.
                        UATC will provide Dispersed Aisle-Side Seats
                        with Raisable or Removable Armrests in all
                        Auditoriums. The number of such seats shall
                        be at least 1% of the total number of seats
                        in each Auditorium, but in no case less than
                        two. UATC need not provide Dispersed Aisle-
                        Side Seats with Raisable or Removable Arm
                        Rests to the extent that ADAAG is, or, for
                        California, ADAAG and Title 24 are,
                        hereinafter amended to remove any requirement
                        for the provision of Aisle-Side Seats with
                        Raisable or Removable Arm Rests.
                5.1.5   Aisle Slopes. In California, Aisle Slopes in
                        the Path of Travel directly to Wheelchair
                        Viewing Spaces, Semi-Ambulatory Seats, and
                        Aisle-Side Seats with Raisable or Removable
                        Armrests will be no steeper than 1 in 12.
                5.1.6   Work Stations. In California, at least one
                        accessible lowered work station will be
                        provided in all ticket booths and concession
                        stands. Lowered work stations shall meet the
                        maximum reach range requirements of Title 24,
                        S 3105A(h).
                5.1.7   Pony Walls. There will not be any Pony Walls
                        in new construction.
        5.2     Specialty Auditoriums Exception. This Settlement
                Agreement and the Stipulated Injunctive Order shall not
                apply to specialty Auditoriums, such as those
                Auditoriums designed and constructed for the purpose of
                showing an OMNI or an IMAX-type film.
                                -24-
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        5.3     Certain Elements of Future Construction Not Subject to
                the Stipulated Injunctive Order.
                5.3.1   The parties agree that the only elements of
                        Future Construction that are to be included
                        in the Stipulated Injunctive Order are those
                        specified above in subparagraph 5.1.
                5.3.2   UATC further agrees that all elements of
                        Future Construction that are not subject to
                        the Stipulated Injunctive Order will be built
                        in compliance with ADAAG; provided, however,
                        that UATC shall not be deemed to have
                        violated this Settlement Agreement, the ADA
                        or ADAAG with respect to any deviation from
                        ADAAG in connection with Future Construction
                        which UATC can demonstrate fits within one of
                        the exceptions that are or may be provided in
                        the ADA or ADAAG from time to time (such as
                        those currently appearing in SS 4.1.1.(5)(a),
                        2.2, or 3.2 of ADAAG).
                      DISPUTE RESOLUTION, DEADLINES,
                MONITORING, FORCE MAJEURE AND ATTORNEYS FEES
6. Dispute Resolution and Modification.
        6.1     Procedure. If a dispute arises regarding the
                interpretation, implementation or performance of or
                compliance with this Settlement Agreement or the
                Stipulated Injunctive Order to be entered pursuant
                hereto, including any dispute as to who is bound by
                said Agreement or Order, it shall be resolved as
                follows:
                6.1.1   Notice of any invocation of this dispute
                        resolution procedure shall be given to all
                        parties.
                6.1.2   The parties agree to first negotiate to
                        discuss the dispute and to try to resolve it
                        among themselves.
                6.1.3   Second, if the parties are not able to
                        resolve the dispute, the matter will be
                        mediated by the Honorable Eugene F. Lynch,
                        Judge, of the United States District Court
                        for the Northern District of California, in
                        which event attorneys fees and costs incurred
                        in connection with the dispute are to be
                                -25-
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                        awarded and paid in accordance with
                        prevailing law, if at all.
                6.1.4   Third, if the mediation with Judge Lynch does
                        not result in a resolution of the dispute
                        within 2 weeks of the date of such mediation
                        with Judge Lynch, any party may make a motion
                        for the resolution of the dispute by the
                        Honorable Thelton E. Henderson, Judge, of the
                        United States District Court for the Northern
                        District of California, in which event
                        attorneys fees and costs incurred in
                        connection with the dispute are to be awarded
                        and paid in accordance with prevailing law,
                        if at all. In any such proceeding before
                        Judge Henderson, any party may present
                        evidence of Judge Lynch's recommendations, if
                        any.
                6.1.5   In the event that Judge Lynch is unable to
                        serve with regard to this Settlement
                        Agreement or the Stipulated Injunctive Order,
                        the parties shall try to agree on a
                        replacement, and in the event agreement is
                        not reached, the parties will ask Judge
                        Henderson to appoint a replacement. To the
                        extent practicable, any dispute in this
                        regard will be resolved as provided in this
                        Paragraph 6.
        6.2     Standards. Though not all disputes that might arise
                hereunder are predictable, the parties agree that for
                the following kinds of disputes, the following
                principles or standards shall apply, in general:
                6.2.1   If, despite its good faith and reasonable
                        efforts, UATC asserts that it is unable to
                        implement certain of the terms of this
                        Settlement Agreement or the Stipulated
                        Injunctive Order, or is unable to implement
                        them within the time provided for herein, the
                        goal of dispute resolution will be to
                        determine a substitute modification that
                        meets the purposes of this Settlement
                        Agreement. "Substitute modification," as
                        used in this paragraph, means an alternative
                        access improvement that will not be more
                        expensive or otherwise burdensome for UATC
                        than the one that UATC is unable to
                        implement, and one that is consistent with
                                -26-
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                        the purposes of this Settlement Agreement.
                        "Purposes of this Settlement Agreement," as
                        used in this subparagraph means those
                        purposes set forth in Recital E above.
                6.2.2   If a dispute arises because a party claims
                        that unforeseen circumstances make this
                        Settlement Agreement or the Stipulated
                        Injunctive Order, or any part of either,
                        unjust, any party may seek modification of
                        the Settlement Agreement and/or Stipulated
                        Injunctive Order, and any such modification
                        should take into account the purposes of this
                        Settlement Agreement and the Stipulated
                        Injunctive Order, as described in Recital E
                        of this Settlement Agreement, and the
                        circumstances that allegedly make the
                        provision(s) unjust.
                6.2.3   The resolution of any other dispute should
                        take into account the purposes of this
                        Settlement Agreement and Stipulated
                        Injunctive Order as set forth in Recital E.
7.      Time Periods for Performing Modifications and Duration of
        Injunction.
        7.1     Time Periods for Modifications of Existing Theatres.
                The following are the time periods within which UATC
                must satisfy the obligations described in Paragraph 3:
                7.1.1   Exhibit A Theatres: Modifications must be
                        complete on or before September 30, 1996.
                7.1.2   All Other Existing Theatres (except Recently-
                        Constructed Theatres) Within the State of
                        California: Modifications must be complete
                        on or before July 6, 1998.
                7.1.3   All Other Existing Theatres (except Recently-
                        Constructed Theatres) Within the United
                        States and Outside of California:
                        Modifications must be complete on or before
                        July 6, 2001.
        7.2     Time Periods For Performing Modifications of Recently-
                Constructed Theatres. UATC must complete the
                corrections required for Recently-Constructed Theatres
                in Paragraph 4, if any, by June 30, 1997, unless
                otherwise specified in Paragraph 4.
                                -27-
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        7.3     Duration of Standards for Future Construction. The
                standards in Paragraph 5 shall apply for 12 years after
                July 6, 1995, or until July 6, 2007.
        7.4     Duration of Injunction. The Stipulated Injunctive
                Order shall be effective until July 6, 2007.
8.      After-Acquired, Sold, Closed and Lease-ending Theatres.
        8.1     After-Acquired Theatres. Any theatres acquired by UATC
                after the Effective Date are not subject to or covered
                by this Settlement Agreement or the Stipulated
                Injunctive Order.
        8.2     Lease Expirations of Existing and Recently-Constructed
                Theatres. If the lease of an Existing Theatre or
                Recently-Constructed Theatre is renewed within one year
                of the applicable deadline for conducting modifications
                under Paragraph 7, then the deadline for completing
                modifications to such theatre shall be extended to 18
                months following such renewal.
        8.3     Existing or Recently-Constructed Theatres Which Are
                Sold or Closed During the Relevant Time Period. Any
                Existing or Recently-Constructed Theatre which is sold
                or closed prior to the applicable deadline for
                modifications need not be modified. Nothing herein
                will prohibit UATC from selling, closing or otherwise
                terminating operations at any Theatre Location.
9.      Monitoring and Inspections.
        9.1     To assure Plaintiffs, the Class, and the DOJ that the
                modifications required under Paragraphs 3 and 4 are
                being made and compliance with Paragraph 5 is being
                implemented, the parties agree as follows:
                9.1.1   UATC will provide a written statement to
                        Class Counsel and the DOJ once every 6 months
                        which describes the types of modifications
                        performed within the prior 6 month period and
                        identifies the Theatre Location(s) at which
                        such work was performed and identifies any
                        newly constructed theatre(s). The statement
                        will cover the topics specified on Exhibit D
                        hereto.
                9.1.2   Plaintiffs will select a qualified individual
                        or individuals to inspect various Theatre
                        Locations from time to time for the purpose
                                -28-
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                        of assuring Plaintiffs and UATC that the
                        terms of the Stipulated Injunctive Order are
                        being reasonably met. UATC shall have the
                        right to approve the selection of the
                        individual(s), which approval shall not be
                        unreasonably withheld.
                9.1.3   UATC will pay Class Counsel the total sum of
                        $75,000 in six equal annual installments,
                        with the first annual installment to be paid
                        within 60 days after Final Approval, and the
                        following annual installments to be paid each
                        January 5 for the next five years (i.e., with
                        the second and subsequent installments due on
                        January 5, 1997, January 5, 1998, January 5,
                        1999, January 5, 2000 and January 5, 2001)
                        for expenses relating to monitoring and
                        inspections of the Theatre Locations and
                        newly constructed theatres and reports
                        thereon, including such expenses as the
                        inspector's fees and any attorneys fees and
                        costs incurred by Plaintiffs. If Plaintiffs
                        can demonstrate that there has been
                        substantial non-compliance by UATC with the
                        terms of the Stipulated Injunctive Order,
                        they may request an additional, reasonable
                        sum for further inspection and related
                        expenses (including attorneys' fees and
                        costs).
                9.1.4   Six years after Final Approval, Plaintiffs
                        and UATC shall meet and confer to discuss
                        whether any additional inspection is
                        necessary or appropriate for the remainder of
                        the life of the Stipulated Injunctive Order,
                        and, if so, what, if any, compensation to
                        Plaintiffs therefor is necessary and
                        appropriate. If the parties are unable to
                        agree, they shall submit the matter to
                        dispute resolution in accordance with
                        Paragraph 6.
                9.1.5   The inspector will notify UATC at least one
                        week in advance of each inspection of a
                        Theatre Location, and will obtain the prior
                        written consent of UATC's in-house legal
                        counsel to enter the premises.
                9.1.6   Following each inspection, the inspector will
                        write a report of his or her findings
                                -29-
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                        regarding compliance and will
                        contemporaneously provide UATC, Class
                        Counsel, and the DOJ with copies of the
                        report and any other documents regarding the
                        results of his or her inspection.
        9.2     During the time the Stipulated Injunctive Order is in
                effect, the DOJ may, upon reasonable notice to UATC's
                in-house counsel, review compliance with the Stipulated
                Injunctive Order and with Paragraphs 4 and 5 of this
                Settlement Agreement.
        9.3     If Class Counsel or the DOJ believes that any element
                of any Recently-Constructed Theatre or Future
                Construction does not comply with ADAAG, they shall
                notify UATC of the alleged noncompliance. UATC shall
                have a reasonable period of time in which to consider
                the notice and, if UATC agrees with the determination
                of non-compliance, to correct the noncompliance.
        9.4     If Class Counsel, the DOJ and UATC are unable to agree
                as to whether any element of any Recently-Constructed
                Theatre or Future Construction complies with ADAAG, or
                the measure(s) to be taken in response to any alleged
                noncompliance, or the period of time during which
                corrective action is to be taken, they shall submit the
                matter to dispute resolution in accordance with
                Paragraph 6.
10.     Force Majeure. Failure of a party to perform any of its
        obligations hereunder shall not subject such party to any
        liability or remedy for damages, or otherwise, where such
        failure is occasioned in whole or in part by acts of God,
        fires, accidents, earthquakes, explosions, floods, wars,
        interruptions of or delays in transportation, labor disputes
        or shortages, shortages of materials or supplies,
        governmental laws, restrictions, rules or regulations,
        riots, sabotage or any other similar or different
        circumstances or causes beyond the reasonable control of
        such party.
11.     Attorneys Fees.
        11.1    For purposes of this Paragraph, "fees and expenses"
                includes not only fees and costs incurred for lawyer,
                paralegal and law firm or advocacy firm staff time and
                expenses, but also fees and expenses incurred by or to
                experts, consultants, vendors and service providers on
                behalf of Plaintiffs and the Class
                                -30-
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        11.2    UATC shall pay Class Counsel the sum of $1,500,000 on
                or before 5 business days after Final Approval of the
                Settlement ("Full Settlement Attorney's Fees"), unless
                UATC elects to void the damages portion of the
                settlement following more than 40 Class members opting
                out of the Class, pursuant to Paragraph 13.5. In the
                event that UATC so elects, then UATC shall pay a
                portion of this total amount ("Partial Settlement
                Attorney's Fees"), which portion shall be determined
                through negotiation between the UATC and Class Counsel,
                or, if that is not successful, through the dispute
                resolution procedures set forth in Paragraph 6.
        11.3    Payment by UATC of the Full Settlement Attorney's Fees
                shall be in complete satisfaction of any and all claims
                for attorneys' fees and expenses under federal or state
                law which Plaintiffs, the Class or their counsel have
                or may have against UATC arising out of or in
                connection with the Arnold Litigation and its
                settlement, including but not limited to any claims for
                fees and expenses involved in litigating the Arnold
                Litigation, and negotiating and implementing this
                Settlement Agreement or the Stipulated Injunctive
                Order, including fees and expenses incurred through the
                final disposition and termination of the Arnold
                Litigation; provided, however, that this sum does not
                include the payment to be made to Class Counsel
                pursuant to Paragraph 9.
        11.4    Alternatively, payment by UATC of the Partial
                Settlement Attorney's Fees shall be in complete
                satisfaction of any and all claims for attorneys' fees
                and expenses under federal or state law which
                Plaintiffs, the Class or their counsel have or may have
                against UATC arising out of or in connection with the
                portion of the Arnold Litigation and its settlement
                which portion does not arise out of the damage claims
                by Plaintiffs or the Class, including but not limited
                to any claims for fees and expenses involved in
                litigating the Arnold Litigation, and negotiating and
                implementing this Settlement Agreement and the
                Stipulated Injunctive Order (save for those fees
                incurred in negotiating with respect to the damages
                portion of the settlement); provided, however, that
                this sum does not include the payment to be made to
                Class Counsel pursuant to Paragraph 9.
        11.5    Class Counsel, not UATC, are responsible to pay all of
                the vendors, experts, and other providers of services
                or goods to or for the benefit of Plaintiffs or the
                                -31-
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                Class who do or may have a claim or right of
                compensation in connection with the Arnold Litigation.
        11.6    Nothing in this Paragraph 11 is intended to remove or
                alter UATC's obligations to pay certain costs and
                expenses of implementing this settlement, which
                obligations are specifically set forth elsewhere in
                this Settlement Agreement.
        11.7    UATC and the DOJ shall, as between them, each bear
                their own attorneys' fees and costs.
    CLASS DEFINITION, NOTICE, CERTIFICATION AND DAMAGE PROVISIONS
12.     Settlement Class.
        12.1    Motion to Amend Complaint and Expand the Class.
                Plaintiffs will make a motion to amend their complaint
                to address UATC Theatre Locations outside of
                California, to clarify or amend certain of the
                contentions being made, and to expand the Class, all
                for settlement purposes. UATC will stipulate to the
                granting of that motion after review and so long as it
                is reasonable, and assuming the preconditions to
                closing of this settlement have been met. Pursuant to
                such stipulation and motion, the Court is expected to
                issue an order concurrently with Final Approval of the
                settlement which, inter alia, expands the class
                previously certified to include the Class as defined
                herein (see Paragraph 17 and Exhibit Q).
        12.2    Class Definition. The Class shall be defined to be
                comprised of the following three subclasses,
                (collectively, the "Class"):
                12.2.1  Subclass A: All persons who have or claim
                        they have, or will have or will claim they
                        have, been denied full and equal access to or
                        been discriminated against under Title III of
                        the ADA or regulations promulgated
                        thereunder, or similar federal law, at or in
                        connection with one or more of UATC's Theatre
                        Locations in the United States, because they
                        are Persons with Mobility Disabilities or are
                        companions of such persons, and have or will
                        have been or claim or will claim to have been
                        aggrieved by one or more physical access
                        barriers at any such theatre, or are persons
                        who could otherwise assert a claim regarding
                                -32-
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                        the physical access barriers at any such Theatre
                        Location.
                12.2.2  Subclass B: All persons who have or claim they
                        have, or will have or will claim they have, been
                        denied full and equal access to or have suffered
                        discrimination under California law at or in
                        connection with, or have otherwise been harmed by,
                        one or more of UATC's Theatre Locations in
                        California which have been constructed, renovated,
                        and/or remodeled since July 1982, because they are
                        Persons with Mobility Disabilities, or are
                        companions of such persons, and have or will have
                        entered and utilized, or have or will have
                        attempted to enter and utilize, one or more of
                        such theatres, encountered or will encounter one
                        or more physical access barriers, and assert they
                        are entitled to damages, or are persons who could
                        otherwise have asserted a claim regarding the
                        physical access barriers at any such theatre.
                12.2.3  Subclass C: All Persons with Mobility
                        Disabilities who attended or attempted to attend
                        or will attempt to attend one of UATC's Exhibit A
                        Theatres at least once since July 1982 and were or
                        will be or claim they were or will be thereafter
                        deterred from patronizing such a Theatre Location
                        under California law due to one or more physical
                        access barriers, or are persons who could
                        otherwise have asserted a claim under California
                        law regarding the physical access barriers at any
                        such theatres.
        12.3    In the event the conditions in Paragraph 2 are not met, UATC
                reserves the right to continue to object to certification of
                any class in the Arnold Litigation.
13.     Notice to Class of Pendency of Action, Binding Effect, Opt Out
        Rights, and Proposed Settlement.
        13.1    Notice by UATC. UATC shall effect notice of the pendency of
                the Arnold Litigation, the right of any members of Subclass
                B to opt out of the portion of the Arnold Litigation wherein
                Plaintiffs and the Class seek damages with respect to
                Exhibit A Theatres, and the settlement, at its own expense,
                as follows:
                13.1.1  UATC shall place a notice, in the form of
                        Exhibit E, in the legal section of a
                        newspaper of general circulation in each
                        county outside of California in which it has
                                -33-
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                        a Theatre Location, and shall place a notice,
                        in the form of Exhibit F, in the legal
                        section of a newspaper of general circulation
                        in each county in California in which it has
                        a Theatre Location. Said notices shall be
                        published once in each newspaper. The
                        publication shall be completed no later than
                        15 days after Preliminary Approval of the
                        Settlement Agreement.
                13.1.2  UATC shall post a notice, in the form
                        attached hereto as Exhibit G, in the box
                        office area of each of its Theatre Locations
                        in California. UATC shall post a notice, in
                        the form attached hereto as Exhibit H, in the
                        box office area of each of its Theatre
                        Locations outside of California. Said
                        notices shall be posted within 15 days after
                        Preliminary Approval of the Settlement
                        Agreement and will remain posted until the
                        end of the Opt Out Deadline specified in
                        subparagraph 13.4.1.
        13.2    Notice by Class Counsel. Commencing at the time of
                Preliminary Approval of the Settlement Agreement, Class
                Counsel shall provide the notice in the form of Exhibit
                F to all persons whom they believe to be members of the
                Class and to all persons who request the notice, as
                well as to the organizations listed in Exhibit I.
                Class Counsel shall complete the mailing of these
                notices by 10 days after Preliminary Approval. UATC
                shall pay the reasonable and necessary photocopying and
                postage costs, not to exceed $2,500 without further
                specific approval of UATC, which shall not be
                unreasonably withheld, of the distribution of notice
                described in this subparagraph. Class Counsel shall
                provide UATC an accounting of all expenses hereunder.
        13.3    Toll-Free Telephone. Commencing at the time of
                Preliminary Approval of the Settlement Agreement, and
                ending 120 days after Final Approval, UATC shall pay
                the cost of one toll-free incoming and outgoing
                telephone line to the offices of DREDF to be used for
                purposes only of responding to inquiries by Class
                members regarding the Arnold Litigation or the
                settlement thereof. DREDF shall arrange for the
                installation and maintenance of the toll-free line.
                                -34-
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        13.4    Binding Effect and Opt Out Right.
                13.4.1  Whether or not the Settlement Agreement is
                        finally approved, all members of Subclass B
                        as defined above may elect to opt out of the
                        portion of the Arnold Litigation wherein
                        Plaintiffs seek damages respecting the
                        Exhibit A Theatres by filing with the Clerk
                        of the Court a written request for exclusion
                        from the class filed or postmarked no later
                        than 45 days after Preliminary Approval of
                        the Settlement Agreement (the "Opt-Out
                        Deadline"). All members of the Subclass who
                        do not timely opt out of that portion of the
                        action shall be bound by the resolution of
                        any and all issues arising in connection with
                        Plaintiffs' damages claims respecting the
                        Exhibit A Theatres, including but not limited
                        to the damages provisions of the Settlement
                        Agreement should those provisions not be
                        voided pursuant to subparagraph 13.5 below.
                13.4.2  If the Settlement Agreement is given Final
                        Approval, all Class members shall be bound by
                        all injunctive and declaratory relief
                        provisions of the Settlement Agreement and
                        orders issued pursuant thereto, including the
                        Stipulated Injunctive Order.
                13.4.3  If the Settlement Agreement is given Final
                        Approval, it shall operate as a full and
                        complete release of all the Released Claims
                        of all Plaintiffs and all members of all
                        subclasses of the Class and as an effective
                        covenant not to sue.
        13.5    UATC's Option to Void Part of Settlement Agreement. If
                more than 40 timely requests are filed to opt out of
                the portion of the Arnold Litigation wherein Plaintiffs
                seek damages respecting the Exhibit A Theatres by
                actual members of Subclass B, UATC, upon written notice
                to the Court and opposing parties within 8 days of the
                opt out deadline, may withdraw from, and void the
                provisions of this Settlement Agreement relating to
                Plaintiffs' damages claims respecting Exhibit A
                Theatres.
        13.6    Fairness Hearing. The Court shall hold a hearing to
                assess the fairness of the proposed Settlement
                Agreement and to decide whether there will be Final
                                -35-
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                Approval of the Settlement Agreement ("Fairness
                Hearing"). This hearing shall take place 55 days after
                the Preliminary Approval of the Settlement Agreement,
                or as soon thereafter as the Court may set.
        13.7    Objections To Settlement. Any member of the Class may
                object to the proposed settlement by filing, within 45
                days after the date of Preliminary Approval of the
                Settlement Agreement, written objections with the Clerk
                of the Court. Only such objecting Class members shall
                have the right, if they seek it in their objection, to
                present objections orally at the Fairness Hearing.
14.     Damages Distribution Procedure.
        14.1    Deposit to Settlement Account. Within 5 business days
                after the Final Approval of this Settlement Agreement,
                UATC shall deposit or wire transfer $429,500 in or to
                the Settlement Account. Upon deposit, these sums are
                and shall be deemed to be for the benefit of members of
                Subclass B, and any interest income earned thereon
                shall accrue to the Settlement Account for the benefit
                of that Subclass. Said Settlement Account shall be
                designated as a settlement fund pursuant to I.R.C.
                468B. Any required tax return for interest income to
                the Settlement Account shall be prepared by the
                accounting firm of KPMG Peat Marwick, and Class Counsel
                may select any office of KPMG Peat Marwick in
                California to perform such services. Class members and
                their counsel shall cooperate with KPMG Peat Marwick by
                supplying all necessary documents and information
                reasonably requested by KPMG Peat Marwick. The first
                $1,000 of expenses of KPMG Peat Marwick in providing
                tax services shall be paid from the Settlement Account,
                and if the expenses exceed $1,000, UATC shall pay the
                excess.
        14.2    Taxes. All required taxes shall be paid or reserved
                for out of the Settlement Account before distribution
                of any moneys therefrom to any member of Subclass B or
                to Class Counsel. UATC is not obligated to compute,
                report or pay any taxes on behalf of the Settlement
                Account, any Plaintiff, or any member of the Class, or
                Class Counsel.
        14.3    Payments to Named Plaintiffs. No later than 5 business
                days after Final Approval of the Settlement Agreement,
                UATC shall pay the total sum of $70,500 for the benefit
                of the Plaintiffs in this action (listed hereinbelow)
                by check or checks delivered to Class Counsel and made
                                -36-
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                payable pursuant to the direction of Class Counsel who
                shall, on behalf of the named and proposed named
                Plaintiffs, ensure the following distribution of those
                funds: Connie Arnold and Ann Cupolo: $12,500 each;
                Howard Ripley, Juliana Cyril, Cinde Soto: $7,500 each;
                Ana Berlowitz: $5,000; Ralph Boemio, Guy Thomas,
                Valerie Vivona, Nancy Ferrerya, Elizabeth Twaddel and
                Jacqueline Kehl: $3,000 each. UATC's delivery of the
                check or checks to Class Counsel totalling $70,500
                shall fulfill UATC's obligations of payment hereunder
                to the Plaintiffs. Such payments shall be disclosed in
                the settlement notice described in subparagraph 13.1.1.
                No recipients of sums pursuant to this subparagraph
                shall be entitled to make a claim for additional
                damages under the damage claims procedure described in
                Paragraph 15.
        14.4    Notice of Damage Claims Procedure. Notice of the
                damage claims process shall be effected as follows:
                14.4.1  No later than 15 days after Final Approval of
                        the Settlement Agreement, the notice attached
                        as Exhibit J and claim form attached as
                        Exhibit K shall be mailed by Class Counsel to
                        all persons they believe to be members of
                        Subclass B, and any other persons who request
                        a claim form before the deadline for
                        returning it.
                14.4.2  No later than 15 days after Final Approval of
                        the Settlement Agreement, UATC shall post the
                        notice attached as Exhibit L at each box
                        office area of the Exhibit A Theatres, with
                        the notice facing patrons. Said notice shall
                        remain posted for a period of 35 days.
                14.4.3  No later than 15 days after Final Approval of
                        the Settlement Agreement, Class Counsel shall
                        distribute the notice attached as Exhibit M to
                        those organizations listed on Exhibit N and ask
                        them to post and distribute it. If
                        practicable, Class Counsel shall cause the
                        notice to be published once in the applicable
                        newsletter of each organization, if said
                        publication can be effected no later than 30
                        days prior to the deadline for filing claims.
                        If such publication is not practicable, Class
                        Counsel shall cause the notice and claim form in
                        the form of Exhibits J and K to be mailed, if
                                -37-
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                        practicable and subject to the cost limit set
                        forth in subparagraph 14.4.5, to persons on
                        relevant mailing lists of said organizations
                        if such lists can be obtained. Class Counsel
                        may commence the placement of such notices in
                        newsletters pursuant to this paragraph any
                        time after Final Approval of the Settlement
                        Agreement. Class Counsel shall limit
                        distribution, if feasible, to California.
                14.4.4  No later than 20 days after Final Approval of
                        the Settlement Agreement, UATC shall publish
                        the notice attached as Exhibit M in the
                        following newspapers to be run on one Sunday
                        in the movie section, at 1/8 page size, and
                        one weekday in the general section, at 1/16
                        page size: San Francisco Chronicle/Examiner;
                        Oakland Tribune, Hayward Daily Review; Los
                        Angeles Times; Pasadena Star News; Orange
                        County Times; Merced Sun; Sacramento Bee; San
                        Diego Union; Bakersfield Californian; Fresno
                        Bee.
                14.4.5  UATC shall bear all reasonable costs and
                        expenses of notice as set forth in
                        subparagraph 14.4, except that its cost
                        obligation for subparagraph 14.4.1 shall be
                        limited to a maximum of $3,000, and its cost
                        obligation for subparagraph 14.4.3 shall be
                        limited to a maximum of $3000. If necessary
                        to fulfill notice obligations, Class Counsel
                        may, for good cause shown, seek additional
                        reimbursement from UATC for additional costs
                        incurred under subparagraph 14.4.1 only, not
                        14.4.3. All costs to be borne by UATC
                        pursuant to subparagraphs 14.4.1 and 14.4.3
                        shall be limited to actual cost of materials,
                        photocopying (at $.25 per page, which rate is
                        and shall be deemed full compensation for
                        Class Counsel's and the organizations' staff
                        time in copying materials and stuffing
                        envelopes and mailing) and postage.
                        Plaintiffs, through Class Counsel, shall
                        provide a detailed accounting for all costs
                        for which they seek reimbursement or payment
                        pursuant to this subparagraph 14.4.5.
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15.     Claims Process.
        15.1    In order for a claim to be timely, members of Subclass
                B must complete the claims form, Exhibit K, and return
                it to DREDF (or its designated mail box) postmarked no
                later than 90 days after Final Approval of the
                Settlement Agreement. Class Counsel shall review the
                claim forms for completeness. Class Counsel may ask
                for additional information, including additional proof
                of disability, in order to determine Class member
                status and the validity of the claim. Based on this
                review, Class Counsel shall determine which members of
                Subclass B have made valid claims pursuant to the
                criteria specified below. UATC shall play no part in
                this determination. Claim forms must be signed under
                penalty of perjury.
        15.2    To make a valid claim, a claimant must be a member of
                Subclass B who: (a) at the time of attendance or
                attempted attendance at an Exhibit A Theatre, was or is
                a Person with a Mobility Disability who (i) used or
                uses a wheelchair or motorized scooter or similar
                device for mobility or (ii) was or is semi-ambulatory
                and due to such disability would benefit from provision
                of theatre seats with 24" clear leg room located in the
                middle and/or back of Auditoriums; (b) have entered and
                utilized or attempted to enter or utilize one or more
                of the Exhibit A Theatres between July 9, 1988, with
                respect to the Emery Bay Theatre, or December 23, 1989,
                with respect to all other Exhibit A Theatres, and the
                date of the Stipulated Injunctive Order; and (c)
                experienced one or more of the following at that time:
                (i) sat in the aisle or in the back of the Auditorium
                behind a Pony Wall, (ii) was with a companion and was
                not provided level Integrated Wheelchair Seating
                alongside Companion Seats, (iii) in Auditoriums with
                over 300 seats, there was no Dispersed Wheelchair
                Seating, (iv) if the claimant was a Semi-Ambulatory
                Person, was provided no seating with at least 24 inches
                clear space in front of the seat, other than in the
                front row, (v) encountered or was impeded by barriers
                to access into or within restrooms; or (vi) encountered
                or will encounter other impediments to access in the
                Path of Travel to or within Exhibit A Theatres,
                including but not limited to Auditoriums.
        15.3    Claimants who qualify under subparagraph 15.2 may also
                claim, for dates after their first date of attendance
                or attempted attendance, that due to their knowledge of
                the conditions listed in subparagraph 15.2, they were
                                -39-
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                thereafter deterred from returning to a Theatre
                Location. A claimant may make a combined total of four
                claims under subparagraphs 15.2 and 15.3.
        15.4    Except as provided in subparagraph 15.5, each valid
                claim shall entitle the claimant to a maximum of $250,
                or a total claims maximum of $1,000.
        15.5    Class Counsel shall calculate the share of each
                claimant in the Settlement Account. After payment of
                or provision for taxes in respect of the Settlement
                Account's interest income (if any), Class Counsel shall
                mail claim awards to the last known address of each
                claimant who submitted a valid claim or claims.
                Returned and/or unclaimed funds shall, after 45 days of
                attempted distribution (including any remailing), be
                returned to the Settlement Account for distribution
                pursuant to subparagraph 15.6 below. In the event that
                the total amount of valid claims exceeds the amount in
                the Settlement Account after payment or provision for
                taxes, the distribution shall be reduced, as follows:
                all claimants shall first be allocated $250; if
                insufficient funds are available, the moneys in the
                Settlement Account shall be divided per capita among
                all claimants. Funds remaining in the Settlement
                Account shall be allocated on a per claim pro rata
                basis (not counting the first claim) for all claimants
                with more than one valid claim as follows:
                15.5.1  If sufficient funds remain to cover all or
                        part of each valid second claim submitted by
                        claimants, then such second claims shall be
                        paid either in full or on a reduced, per
                        capita basis.
                15.5.2  If sufficient funds then remain to cover all
                        or part of all of each valid third claim
                        submitted by claimants, then such third
                        claims be paid either in full or on a
                        reduced, per capita basis.
                15.5.3  Finally, if sufficient funds then remain to
                        cover part of each valid fourth claim
                        submitted by claimants, then each such claim
                        shall be paid in part on a reduced, per
                        capita basis.
        15.6    If the valid claims and taxes do not exhaust the
                Settlement Account, Class Counsel shall have the
                discretion to allow late claims where there is
                                -40-
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                reasonable cause for lateness (e.g., lack of notice)
                filed after the deadline up to 30 days thereafter.
                After taxes are deducted, and all claim awards are
                distributed, if there is a balance of remaining funds
                (including unclaimed funds) in the Settlement Account,
                it shall be distributed to the groups and in the manner
                listed in Exhibit O. All donations are to be used to
                advance the civil rights of Persons with Mobility
                Disabilities.
        15.7    Class Counsel shall file and serve a report of all
                distributions from the Settlement Account no later than
                30 days following the last payment to a claimant from
                the Settlement Account. The report shall state the
                number of valid claims, the total amounts paid from the
                Account, and when the last payment was made. Class
                Counsel shall at that time provide UATC with a copies
                of all claim forms received, and shall clearly indicate
                which were allowed.
        15.8    At any time, should any individual(s) make a claim
                outside of the Arnold Litigation against UATC regarding
                any issue covered by this Settlement Agreement, on
                UATC's request, Class Counsel will confirm to UATC
                whether or not such individual or individuals has or
                have submitted a claim against the Settlement Account
                and shall provide copies of all claim forms and
                attachments and non-privileged correspondence received
                from such individual(s).
        15.9    UATC shall not be obligated to pay any legal fees or
                costs to Plaintiffs or Class Counsel in connection with
                the administration of the claims process or Settlement
                Account other than by paying the amount described in
                Paragraph 11.
        15.10   For good cause shown, if there are any surplus funds in
                the Settlement Account after distribution to claimants,
                the Court may approve the payment of additional fees to
                Class Counsel from the balance of the Account prior to
                distribution to disability rights groups as provided in
                subparagraph 15.6. "Good cause," as used in this
                subparagraph, means a showing that the legal work
                undertaken by Class Counsel which was necessary and
                appropriate in connection with the administration of
                the settlement fund was valued at greater than the
                $37,000 amount allocated by Class Counsel to claims
                administration from the total attorneys fees payment of
                $1,500,000.
                                -41-
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16.     Payments To the DOJ Complainants. Any time within one (1)
        year after Final Approval of this Settlement Agreement, a
        DOJ Complainant may submit a notarized Release and Covenant
        Not To Sue, in the form attached hereto as Exhibit Q,
        executed by that DOJ Complainant, and, if applicable, the
        individual who sent a letter of complaint to the DOJ on
        behalf of that DOJ Complainant, to UATC. No later than 10
        business days after UATC's receipt of such a notarized
        Release and Covenant Not To Sue, UATC shall provide to the
        DOJ a check in the amount of $1,000.00, payable to that DOJ
        Complainant. The DOJ shall be responsible for forwarding
        the checks from UATC to the DOJ Complainants. All required
        taxes shall be paid by the DOJ Complainant receiving the
        $1,000.00 payments. UATC is not obligated to compute,
        report or pay any taxes on behalf of any DOJ Complainant.
                        ORDERS AND DISMISSALS
17.     Entry of Stipulated Injunctive Order. The parties jointly
        shall request the Court to enter the Stipulated Injunctive
        Order in the form attached hereto as Exhibit P, upon Final
        Approval of this Settlement Agreement.
18.     Judgment and Order Effecting Settlement. The parties
        jointly shall request the Court to enter the Judgment and
        Order Approving the Settlement, Certifying the Settlement
        Class, Granting Leave to File a Third Amended Complaint, a
        Granting the DOJ's Request to Intervene, in the form
        attached hereto as Exhibit R, to be entered concurrently
        with the Court's Final Approval of the settlement.
19.     Dismissal of Arnold Litigation. Within 5 business days
        following the expiration of the Stipulated Injunctive Order,
        Plaintiffs, the Class and the DOJ shall provide to UATC's
        counsel a signed form of Request for Dismissal of their
        claims in the Arnold Litigation, with Prejudice, pursuant to
        Fed. R. Civ. P. 41, in a form ready for filing with the
        Court.
                                -42-
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                        RELEASES AND COVENANTS NOT TO SUE
20.     Releases and Covenants Not to Sue by Plaintiffs and the
        Class.
        20.1    In exchange for good and valuable consideration,
                including UATC's agreement to undertake and perform the
                modifications with respect to its Existing Theatres and
                Recently-Constructed Theatres, as specified in
                Paragraphs 3 and 4, to follow certain standards with
                respect to Future Construction, as specified in
                Paragraph 5, and to fund the Settlement Account as
                described in Paragraph 15, Plaintiffs, on behalf of
                themselves, and, to the fullest extent permitted by
                law, on behalf of all Class members and all persons
                purporting to claim under them, including heirs and
                assigns, children, spouses and significant others and
                companions ("Releasing Parties"), do hereby release,
                acquit, waive, and forever discharge UATC and all of
                UATC's predecessors, successors, affiliates, assigns,
                officers, directors, employees, attorneys, agents,
                insurers, owners, shareholders, parent companies and
                subsidiaries (the "Released Parties"), from any and all
                of the Released Claims, as defined in subparagraphs
                20.2 and 20.3. None of the Releasing Parties may at
                any time assert any of the Released Claims against any
                of the Released Parties.
        20.2    The Released Claims are:
                20.2.1  Existing Theatres. All claims, rights and
                        contentions for declaratory or injunctive
                        relief, penalties or damages under California
                        or federal law which were or could have been
                        asserted by the Plaintiffs or the Class in
                        the Arnold Litigation with regard to Existing
                        Theatres in California, and under federal law
                        with regard to Existing Theatres outside
                        California, to remove any physical barrier
                        (or alleged barrier) to access, to alter or
                        modify the Existing Theatre(s) to provide or
                        improve access, or otherwise to obtain relief
                        for injuries arising out of or relating to
                        the physical access features of the design,
                        construction or condition of the Existing
                        Theatre(s).
                  20.2.1.1 Without limiting or expanding the
                           foregoing, and by way of example only,
                           the Released Claims include any claim or
                                -43-
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                           contention under federal or California
                           law, whenever brought, that secondary
                           exits or aisle slope steepness in
                           Existing Theatres are inaccessible or
                           are barriers that should be removed.
                  20.2.1.2 Without limiting or expanding the
                           foregoing, and by way of example only,
                           the Released Claims include any claim or
                           contention under federal or California
                           law that the concession stands or box
                           offices of Existing Theatres are
                           inaccessible to the public or are
                           barriers that should be removed.
                20.2.2  Recently Constructed Theatres. All claims,
                        rights and contentions for declaratory or
                        injunctive relief, penalties or damages under
                        California or federal law which were or could
                        have been asserted by the Plaintiffs or the
                        Class in the Arnold Litigation with regard to
                        Recently-Constructed Theatres in California,
                        and under federal law with regard to
                        Recently-Constructed Theatres outside
                        California, to remove any physical barrier
                        (or alleged barrier) to access, to alter or
                        modify the Recently-Constructed Theatre(s) to
                        provide or improve access in any respect, or
                        otherwise to obtain relief for injuries
                        arising out of or relating to any elements of
                        the physical access features of the design,
                        construction or condition of the Recently-
                        Constructed Theatre(s).
                  20.2.2.1 Without limiting or expanding the
                           foregoing, and by way of example only,
                           the Released Claims include any claim or
                           contention under federal or California
                           law, whenever brought, that secondary
                           exits or aisle slope steepness in
                           Recently-Constructed Theatres are
                           inaccessible or are barriers that should
                           be removed.
                  20.2.2.2 Without limiting or expanding the
                           foregoing, and by way of example only,
                           the Released Claims include any claim or
                           contention under federal or California
                           law that the concession stands or box
                           offices of Recently-Constructed Theatres
                                -44-
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                           are inaccessible to the public or are
                           barriers that should be removed.
                20.2.3  Future Construction. All claims, rights and
                        contentions for declaratory or injunctive
                        relief, penalties or damages under California
                        or federal law which were or could have been
                        asserted by the Plaintiffs or the Class in
                        the Arnold Litigation with regard to Future
                        Construction in California, and under federal
                        law with regard to Future Construction
                        outside California, for alleged failure to
                        comply with laws or regulations governing
                        physical access in any respect, to remove any
                        physical barrier (or alleged barrier) to
                        access, to alter or modify Future
                        Construction to provide or improve access in
                        any respect, or otherwise to obtain relief
                        for injuries arising out of or relating to
                        any elements of the physical access design,
                        construction or condition of Future
                        Construction.
                  20.2.3.1 The Released Claims do not include
                           claims or contentions regarding the
                           proper floor slope steepness in
                           auditorium aisles, in Future
                           Construction in California, leading to
                           seats other than Semi-Ambulatory
                           Seating, Aisle-Side Seats with Raisable
                           or Removable Arm-Rests, or Wheelchair
                           Viewing Spaces.
                  20.2.3.2 The Released Claims do not include
                           claims or contentions regarding
                           specialty Auditoriums, such as those
                           Auditoriums designed or constructed for
                           the purpose of showing an OMNI or IMAX-
                           type film, in Future Construction.
                  20.2.3.3 Without limiting or expanding the
                           foregoing, and by way of example only,
                           the Released Claims include any claim or
                           contention that the concession stands or
                           box offices of Future Construction in
                           California are inaccessible to the
                           public or employees or are barriers that
                           should be removed or are violative of
                           any provision of California law. The
                           Released Claims also include any claim
                                -45-
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                           or contention under federal law that the
                           concession stands or box offices of
                           Future Construction in other states are
                           inaccessible to the public or are
                           barriers that should be removed.
        20.3    Any contention or claim based on the alleged failure of
                the Released Parties to comply with the requirements of
                this Settlement Agreement or the Stipulated Injunctive
                Order, or to comply with such requirements within the
                time allotted, is a Released Claim except to the extent
                it may be asserted in the manner set forth in Paragraph
                6.
        20.4    Each Plaintiff, and to the fullest extent allowed by
                law, each Class member, is prohibited from ever
                asserting a Released Claim, and from commencing,
                joining in or voluntarily assisting in a lawsuit or
                adversary proceeding, against the Released Parties
                arising out of, regarding, or relating to the Released
                Claims set forth above.
        20.5    Each Plaintiff warrants and represents that no one
                other than he or she has any right, claim or cause of
                action against the Released Parties arising out of the
                alleged instance or instances in which he or she was
                allegedly discriminated against or was allegedly denied
                full and equal access to or at a UATC Theatre Location.
                This warranty and representation shall survive the
                execution of this Settlement Agreement and the
                dismissal of the Arnold Litigation. Each Plaintiff
                shall hold the Released Parties harmless from and
                against any claims, damages, litigation, causes of
                action, and expenses, including reasonable attorneys
                fees, resulting from any breach by him or her of this
                warranty and representation, including any breach of
                his or her release of his or her Released Claims.
        20.6    Each Plaintiff, and, to the fullest extent permitted by
                law, each Class member, expressly waives any and all
                rights and benefits regarding unknown rights or claims
                which are conferred or which may be conferred upon him
                or her by the provisions of S 1542 of the California
                Civil Code or any similar law of any applicable
                jurisdiction. Section 1542 reads as follows:
                CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A
                GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
                AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN
                                -46-
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                BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
                WITH THE DEBTOR.
                By way of example, and not by limitation of the
                foregoing: Each Plaintiff and, to the fullest extent
                permitted by law, each Class member, assumes full
                responsibility for unknown or later-discovered or
                later-occurring injuries, damages, losses, costs, fees
                or liabilities within the scope of the Released Claims.
                Each Plaintiff and, to the fullest extent permitted by
                law, each Class member, acknowledges that he or she may
                later discover facts different from, or in addition to,
                those he or she now knows or believes to be true
                respecting the Arnold Litigation or the subject matter
                thereof, including but not limited to suffering future
                (alleged) denials of full and equal access or
                discrimination at UATC Theatre Locations arising out of
                physical access conditions (or lack thereof). Each
                Plaintiff and, to the fullest extent permitted by law,
                each Class member, assumes the risk of such facts or
                events. Each Plaintiff and, to the fullest extent
                permitted by law, each Class member, agrees that such
                facts or events are included within the Released
                Claims.
        20.7    In addition to the foregoing, a Releasing Party may not
                assert a claim against a Released Party at any time to
                the effect that: (a) additional barrier removal is or
                became required or Readily Achievable during the
                pendency of the Stipulated Injunctive Order, under any
                circumstances, or, (b) additional barrier removal is or
                became required or Readily Achievable after the
                termination of the Stipulated Injunctive Order, unless
                there has been and such claim is based upon a material,
                substantial and unforeseeable change in circumstances
                (except that, with regard to the circumstance of UATC's
                future financial condition, the prerequisite of
                unforeseeability does not apply) or due to a change in
                the law.
21.     Release and Covenant Not to Sue by DOJ. In exchange for
        good and valuable consideration, including UATC's agreement
        to undertake and perform the modifications with respect to
        its Existing Theatres and Recently-Constructed Theatres, as
        specified in Paragraphs 3 and 4, and to follow certain
        standards with respect to Future Construction, as specified
        in Paragraph 5, the DOJ agrees as follows:
        21.1    The DOJ hereby releases and forever discharges any
                claims or causes of action against the Released Parties
                                -47-
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                (as defined in Paragraph 20.1) related to or arising
                out of any matters that are or could have been asserted
                by Plaintiffs, the Class, or the DOJ in the Arnold
                Litigation.
        21.2    The DOJ will not at any time commence any investigation
                of the Released Parties or file any civil action
                against the Released Parties related to any matter
                covered by this Settlement Agreement or the Stipulated
                Injunctive Order (except that, pursuant to Paragraph
                9.2, the DOJ may review UATC's compliance with this
                Settlement Agreement or the Stipulated Injunctive
                Order).
        21.3    For example, and not by way of limitation: (a) the DOJ
                releases and may not ever sue the Released Parties on
                claims to the effect that prior to or during the life
                of the Stipulated Injunctive Order it became Readily
                Achievable to remove a barrier to access at an Existing
                Theatre or on claims concerning compliance with ADAAG
                at Recently-Constructed Theatre, and (b) the DOJ may
                not sue a Released Party contending that modifications
                undertaken by UATC at an Existing Theatre or Recently-
                Constructed Theatre pursuant to this Settlement
                Agreement and/or the Stipulated Injunctive Order do not
                comply with ADAAG. Provided, however, that (1) the DOJ
                does not release and is not prohibited from
                investigating or suing regarding Theatre Locations
                newly constructed after the termination of the
                Stipulated Injunctive Order and (2) the DOJ may assert
                the claims described in clause (b) of this subparagraph
                in accordance with the dispute resolution procedures of
                Paragraph 6.
        21.4    In addition to the foregoing, the DOJ may not assert a
                claim against a Released Party at any time to the
                effect that (a) additional barrier removal is or became
                Readily Achievable during the pendency of the
                Stipulated Injunctive Order, under any circumstances,
                or, (b) additional barrier removal is or became
                required or Readily Achievable after the termination of
                the Stipulated Injunctive Order, unless there has been
                and such a claim is based on a material, substantial
                and unforeseeable change in circumstances (except that,
                regarding the circumstance of UATC's future financial
                condition, the prerequisite of unforeseeability does
                not apply) or due to a change in the law.
                                -48-
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                                MISCELLANEOUS
22.     Cooperation.
        22.1    Cooperation of Plaintiffs and Class Counsel Regarding
                UATC's Claims Versus Architects. Plaintiffs and Class
                Counsel shall cooperate with UATC in the prosecution of
                UATC's claims for indemnity and contribution against
                the architects of the Exhibit A Theatres. As used
                herein, for Plaintiffs and Class Counsel to "cooperate"
                means (a) at UATC's request, to make themselves
                available, at reasonable times and locations and for
                reasonable amounts of time without charge to UATC
                (except for reasonable out of pocket expenses), for
                interviews by UATC, for the preparation and execution
                of written testimony, and for live testimony in
                deposition or at trial on UATC's claims against the
                architects, (b) upon request by UATC, to describe and
                discuss Plaintiffs' litigation theories and strategies
                against UATC in the Arnold Litigation, and (c) upon
                request by UATC, to provide UATC access to and
                possession of evidence that Plaintiffs would have been
                prepared to present against UATC in the Arnold
                Litigation had the case not settled. In the event that
                more substantial efforts on the part of Plaintiffs
                and/or Class Counsel are required, they shall receive
                reasonable compensation for their assistance. Nothing
                herein limits UATC's or Class Counsel's right to seek
                attorneys fees, expert fees and litigation costs from
                the architects.
        22.2    Cooperation of Parties. The parties shall cooperate
                with each other and shall take such other and further
                steps as are reasonable and necessary to obtain
                Preliminary and Final Approval of this Settlement
                Agreement and to effectuate the purposes of this
                Settlement Agreement.
23.     Other Theatre Circuits. In the event that Class Counsel are
        approached by any representative of another theatre chain or
        circuit during the one-year period beginning on the
        Effective Date seeking to negotiate a settlement of claims
        or potential claims regarding modifications to existing
        theatres and/or standards for construction of new theatres
        for the benefit of Persons with Mobility Disabilities in
        California or outside of California, and should Class
        Counsel engage in any settlement negotiations with or
        initiate litigation against another theatre chain or circuit
        concerning such matters, Class Counsel agree that (a) they
        will inform UATC of such contact unless to do so would
                                -49-
01-05679
        prejudice Class Counsel's ability to reach an accommodation
        with said theatre chain or circuit, and (b) they will
        endeavor, in such settlement or litigation, to obtain an
        undertaking or obligation of such other circuit or chain to
        achieve at least substantially similar accommodations for
        Persons with Mobility Disabilities as are provided for
        herein within a similar time frame.
24.     Defense Documents. Documents and information (including but
        not limited to deposition testimony) produced or provided by
        UATC to Plaintiffs or Class Counsel in discovery during the
        Arnold Litigation, including but not limited to in
        connection with informal discovery during settlement
        negotiations (hereinafter "Defense Documents"), will be
        handled as follows.
        24.1    No later than the end of the duration of the Stipulated
                Injunction, Plaintiffs and Class Counsel shall return
                to UATC or destroy all Defense Documents and shall
                inform UATC in writing that they have done so. UATC
                shall remind Class Counsel of this obligation 60 days
                before the deadline for return of such Documents. If
                UATC is late in reminding Class Counsel, the obligation
                of returning or destroying Defense Documents will still
                exist, but Class Counsel and Plaintiffs shall have at
                least 60 days after reminder by UATC within which to
                comply with the obligation to return or destroy Defense
                Documents.
        24.2    Until then, Plaintiffs and Class Counsel shall maintain
                the Defense Documents in a manner consistent with the
                terms of the agreements and orders under which the
                documents were produced, including confidentiality
                orders or agreements.
25.     Intervention By the DOJ. The DOJ shall file a motion for
        leave to intervene in the Arnold Litigation as a plaintiff
        and shall lodge a proposed complaint in intervention. The
        parties shall stipulate to the granting of such motion,
        effective and conditioned upon Final Approval of the
        Settlement Agreement. If for any reason Final Approval of
        the Settlement Agreement is not granted, the DOJ will not be
        deemed to be an intervenor, but may make a motion for leave
        to intervene and file a proposed complaint in intervention.
        In the event Final Approval of the Settlement Agreement is
        not granted, UATC and the Plaintiffs reserve all rights to
        oppose the DOJ's motion to intervene and to object to the
        proposed complaint.
                                -50-
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26.     Arms-Length Negotiations; Construction. This Settlement
        Agreement was entered into after significant good-faith,
        arms-length negotiations between the parties' counsel,
        assisted in substantial part by the Hon. Eugene F. Lynch of
        the United States District Court, Northern District of
        California. Each party hereto has executed this Settlement
        Agreement only after carefully reading it and reviewing it
        with counsel. This Settlement Agreement has been entered
        into without any coercion and under no duress. This
        Settlement Agreement reflects the conclusion of each party
        that this Settlement Agreement and the Stipulated Injunctive
        Order and the releases, waivers and covenants contemplated
        hereby are in the best interest of said party. The content
        of and language in this Settlement Agreement was approved by
        counsel for each of the parties and, in the event
        interpretation of any alleged ambiguity herein is requested
        or required, there shall not be a presumption or
        construction against either side as the drafter. Except as
        expressly provided herein, this Settlement Agreement is not
        intended to confer upon any other person or entity any
        rights or remedies.
27.     Reservation. Nothing herein is intended to be or may be
        construed as a waiver of UATC's right to operate its
        business free from unreasonable intrusion into its papers,
        effects or property by Plaintiffs, the Class, Class Counsel
        or the DOJ, in particular with regard to the inspections,
        monitoring and compliance review provided for herein.
28.     Entire Agreement. This Settlement Agreement, including the
        Exhibits hereto, is an integrated contract and contains the
        entire understanding between the parties hereto regarding
        the matters set forth in it. No representations, warranties
        or promises have been made or relied upon by any party
        hereto other than those which are set forth in those named
        documents. This Settlement Agreement supersedes any and all
        other prior agreements or drafts or memoranda of
        understanding, either written or oral, between the parties
        with respect to the subject matter hereof. This Settlement
        Agreement cannot be modified orally and can only be modified
        by a writing duly signed by the parties hereto or, under the
        limited circumstances as set forth in this Settlement
        Agreement, by an Order of the Court.
29.     Deadlines Falling On Weekends Or Holidays. To the extent
        that any deadline set forth in this Settlement Agreement
        falls on a Saturday, Sunday, or legal holiday, that deadline
        shall be continued until the following business day.
                                -51-
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30.     Authority to Bind. Class Counsel represent and warrant that
        they are authorized to sign on behalf of, and to bind, the
        class as originally certified by the Court to this
        Settlement Agreement, and that, upon the Court's approval of
        the settlement and entry of the Order Approving Settlement
        and Certifying Settlement Class, they are also authorized to
        sign on behalf of and to bind the Class, and that Class
        shall be bound, nunc pro tunc. Plaintiff Cyrus Berlowitz
        represents and warrants that he is authorized to sign on
        behalf of, and to bind, Plaintiff Anna Berlowitz to this
        Settlement Agreement. Each of the other named Plaintiffs
        shall by their signatures personally bind themselves to this
        Settlement Agreement. Stewart D. Blair represents and
        warrants that he is authorized to sign on behalf of, and to
        bind, UATC to this Settlement Agreement, subject to the fact
        that if UATC's Board of Directors does not approve the
        Settlement Agreement, then the Settlement Agreement is not
        binding on UATC, notwithstanding his signature. Christopher
        J. Kuczynski represents and warrants that he/she is
        authorized to sign on behalf of, and to bind, the DOJ and
        the United States to this Settlement Agreement.
31.     Quadruplicate Originals/Execution in Counterparts. This
        Settlement Agreement shall be signed in quadruplicate such
        that the Court, Plaintiffs, the DOJ, and UATC shall each
        have a duplicate original, each of which shall be deemed an
        original of this Settlement Agreement. This Settlement
        Agreement may be executed and delivered in counterparts by
        the parties to this Settlement Agreement. When each party
        has signed and delivered at least one counterpart to the
        other party to this Settlement Agreement, the counterparts,
        taken together, shall be binding and effective as to the
        parties to this Settlement Agreement.
                                -52-
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                        SIGNATURES
32.     Signatures of Counsel. Counsel for the parties indicate by
        signing below their approval of the form of this Settlement
        Agreement (and Exhibits hereto), and, in the case of counsel
        for the Plaintiffs and Class, their representation and
        warranty of authority to bind the Class as originally
        certified and the Class described herein, assuming that the
        Court gives Final Approval for this settlement, and their
        acceptance of the provisions regarding attorneys fees:
                                COUNSEL FOR THE UNITED STATES
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                     Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                   (202) 307-0663
                                LAURENCE W. PARADIS,
Dated:                          By:
                                   Laurence W. Paradis
                                DISABILITY RIGHTS EDUCATION AND
                                DEFENSE FUND
                                Brad Seligman
                                Elaine B. Feingold
Dated:                          By:
                                   Brad Seligman
                                -53-
01-05683
                        SIGNATURES
32.     Signatures of Counsel. Counsel for the parties indicate by
        signing below their approval of the form of this Settlement
        Agreement (and Exhibits hereto), and, in the case of counsel
        for the Plaintiffs and Class, their representation and
        warranty of authority to bind the Class as originally
        certified and the Class described herein, assuming that the
        Court gives Final Approval for this settlement, and their
        acceptance of the provisions regarding attorneys fees:
                                COUNSEL FOR THE UNITED STATES
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                     Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                   (202) 307-0663
                                LAURENCE W. PARADIS,
Dated:                          By:
                                   Laurence W. Paradis
                                DISABILITY RIGHTS EDUCATION AND
                                DEFENSE FUND
                                Brad Seligman
                                Elaine B. Feingold
Dated:                          By:
                                   Brad Seligman
                                -53-
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                        SIGNATURES
32.     Signatures of Counsel. Counsel for the parties indicate by
        signing below their approval of the form of this Settlement
        Agreement (and Exhibits hereto), and, in the case of counsel
        for the Plaintiffs and Class, their representation and
        warranty of authority to bind the Class as originally
        certified and the Class described herein, assuming that the
        Court gives Final Approval for this settlement, and their
        acceptance of the provisions regarding attorneys fees:
                                COUNSEL FOR THE UNITED STATES
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                   John L. Wodatch, Chief
                                   L. Irene Bowen, Deputy Chief
                                   Christopher J. Kuczynski,
                                        Attorney
                                   Disability Rights Section
                                   U.S. Department of Justice
                                   P.O. Box 66738
                                   Washington, D.C. 20035-6738
                                   (202) 307-0663
                                LAURENCE W. PARADIS,
Dated:                          By:
                                   Laurence W. Paradis
                                DISABILITY RIGHTS EDUCATION AND
                                DEFENSE FUND
                                Brad Seligman
                                Elaine B. Feingold
Dated:                          By:
                                   Brad Seligman
                                -53-
01-05685
                                MILLER, STARR & REGALIA
                                Daniel Miller
                                Melissa Bauman Ward
Dated:                          By:
                                   Daniel Miller
                                Attorneys for Plaintiffs Arnold et
                                al. and the Class
                                SIDLEY & AUSTIN
                                Peter I. Ostroff
                                Lori Huff Dillman
Dated:                          By:
                                   Peter I. Ostroff
                                Attorneys for Defendant United
                                Artists Theatre Circuit, Inc.
                                -54-
01-05686
                                MILLER, STARR & REGALIA
                                Daniel Miller
                                Melissa Bauman Ward
Dated:                          By:
                                   Daniel Miller
                                Attorneys for Plaintiffs Arnold et
                                al. and the Class
                                SIDLEY & AUSTIN
                                Peter I. Ostroff
                                Lori Huff Dillman
Dated:                          By:
                                   Peter I. Ostroff
                                Attorneys for Defendant United
                                Artists Theatre Circuit, Inc.
                                -54-
01-05687
33.     Signatures of Parties. In witness whereof, the undersigned
        have executed this Settlement Agreement as of the Effective
        Date:
                                THE UNITED STATES:
                                Janet Reno
                                Attorney General
                                Deval L. Patrick
                                Assistant Attorney General
                                Civil Rights Division
Dated:                          By:
                                        John L. Wodatch, Chief
                                        L. Irene Bowen, Deputy Chief
                                        Christopher J. Kuczynski,
                                          Attorney
                                        Disability Rights Section
                                        U.S. Department of Justice
                                        P.O. Box 66738
                                        Washington, D.C. 20035-6738
                                        (202) 307-0663
                                -55-
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   NAMED AND PROPOSED PLAINTIFFS AND REPRESENTATIVES OF CLASS ON
                 BEHALF OF THEMSELVES AND THE CLASS:
Connie Arnold                   Ann Cupolo
Howard Ripley                   Juliana Cyril
Cinde Soto                      Ana Berlowitz
Ralph Boemio                    Guy Thomas
Valerie Vivona                  Nancy Ferrerya
Elizabeth Twaddel               Jacqueline Kehl
Dated:                          By:
                                        Laurence W. Paradis, Esq.
                                Class Counsel and authorized
                                signatory for Class
                                UNITED ARTISTS THEATRE CIRCUIT, INC.:
Dated:                          By:
                                        Stewart D. Blair
                                Chairman and President
                                -56-
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