Exhibit 2.4

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

|In re:
UNITED ARTISTS THEATRE
COMPANY,et al.,(1) |  | )
)
)
)
) |  | Chapter 11
Case No. 00-3514 (SLR)
(Jointly Administered)
|------------------------------------------------ |  | --------- |  | --------------------------------------------------------
|Debtors.                                         |  | )         |  |                                                         

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SECOND AMENDED DISCLOSURE STATEMENT FOR SECOND AMENDED PLAN OF REORGANIZATION OF UNITED ARTISTS THEATRE COMPANY, UNITED ARTISTS REALTY COMPANY, UNITED ARTISTS PROPERTIES I
CORP., UNITED ARTISTS PROPERTIES II CORP., UNITED ARTISTS THEATRE CIRCUIT, INC. AND ITS FILING SUBSIDIARIES UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

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IMPORTANT DATES



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11 U.S.C. § 1125(b) PROHIBITS SOLICITATION OF AN ACCEPTANCE OR REJECTION OF A PLAN OF REORGANIZATION UNLESS A COPY OF THE PLAN OF REORGANIZATION OR A SUMMARY
THEREOF IS ACCOMPANIED OR PRECEDED BY A COPY OF A DISCLOSURE STATEMENT APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT, AND,
THEREFORE, THE FILING AND DISSEMINATION OF THIS PROPOSED DISCLOSURE STATEMENT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED AS, AN AUTHORIZED SOLICITATION PURSUANT TO 11 U.S.C.
§ 1125 AND RULE 3017 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE. NO SUCH SOLICITATION WILL BE MADE EXCEPT AS AUTHORIZED PURSUANT TO SUCH LAW AND
RULES.

James H.M. Sprayregen
James W. Kapp III
David R. Seligman
Jonathan A. Carson
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

Laura Davis Jones (Bar No. 2436)
PACHULSKI, STANG, ZIEHL,
YOUNG & JONES PC
919 North Market Street, 16th Floor
Wilmington, Delaware 19801
(302) 652-4100
Co-Counsel to Debtors and Debtors in Possession
Dated: December    , 2000


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TABLE OF CONTENTS

ARTICLE IEXECUTIVE SUMMARY AND BACKGROUND OF PLAN AND DISCLOSURE STATEMENT

1A.

In GeneralB.

Executive Summary1.

Purposes of the Disclosure Statement2.

Voting Record Date; Voting; Required Approvals3.

Debtors' Principal Assets and Liabilities4.

Terms of the Plan; Treatment of Classes of Claims and Equity Interests5.

Liquidation Analysis6.

Risk Factors7.

Reorganized Debtors and the Post-Confirmation Estate8.

Permanent InjunctionC.

Background of the Debtors and the Events Leading to the Plan1.

Corporate Structure2.

The Debtors' Principal Assets and Liabilities3.

Business Segments4.

The Film Exhibition Industry5.

Recent Developments in the Film Exhibition Industry6.

United Artists' Recent Capital Improvements7.

Declines in Film Exhibition Profitability8.

Summary of Certain Lending Facilitiesa.

Revolving Credit Facilityb.

Subordinated Notesc.

Leverage Lease Financing Transaction9.

Prepetition Restructuring Activities10.

Negotiations and Lock-Up Agreements with the Prepetition Lenders11.

Negotiations and Lock-Up Agreements with the Subordinated Noteholders12.

Negotiations with Unsecured Creditors13.

The Petition DateD.

Components of the Plan; Treatment of Classes of Claims and Equity Interests1.

Purpose2.

Treatment of Prepetition Lenders3.

DIP Financing and Cash Collateral4.

Exit Facility5.

Treatment of Claims and Interests6.

Management Equity7.

Funding the Plan8.

No Substantive Consolidation9.

Classification of Claims10.

Treatment of Claases11.

Liquidation AnalysisE.

Risk FactorsF.

Reorganized Debtors and the Post-Confirmation EstatesG.

Prepetition CommitteesH.

Relationship Between the Debtors


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ARTICLE IITHE PLAN OF REORGANIZATIONA.

IntroductionB.

Classification of Claims and Interests1.

Summary2.

Classification and Treatment of Claimsa.

Administrative Expense Claimsb.

Priority Tax Claimsc.

Classification and Treatment of Claims against UAd.

Classification and Treatment of Claims against UATCe.

Classification and Treatment of Claims against UARf.

Classification and Treatment of Claims against UAP Ig.

Classification and Treatment of Claims against UAP IIh.

Classification and Treatment of Claims against UABi.

Classification and Treatment of Claims against UAB IIj.

Classification and Treatment of Claims against Tallthek.

Classification and Treatment of Claims against UATAl.

Classification and Treatment of Claims against UAIPHm.

Classification and Treatment of Claims against UAPH IIn.

Classification and Treatment of Claims against UAIMCo.

Classification and Treatment of Claims against BPTCp.

Classification and Treatment of Claims against UFDCq.

Classification and Treatment of Claims against UAPRr.

Classification and Treatment of Claims against KRACs.

Classification and Treatment of Claims against Mamaroneckt.

Classification and Treatment of Claims against R&SARTICLE IIIFINANCIAL ANALYSISA.

Liquidation Analysis1.

Estimate of Net Proceeds2.

Estimate of Costs3.

Distribution of Net Proceeds Under the Absolute Priority Rule4.

Liquidation Analysis5.

Notes to Liquidation Analysisa.

Cash and Cash Equivalentsb.

Accounts and Notes Receivablec.

Inventoriesd.

Prepaid Expensese.

Equity Investment in Affiliatesf.

Net Property, Plant and Equipment and Lease Acquisition Costsg.

Other Assetsh.

Trustee and Professional Feesi.

Wind-Down Costsj.

Revolver, Term Loan, and Letters of Creditk.

Other Secured Debtl.

Consolidated Liquidation Analysis6.

Valuation MethodologyB.

Projections1.

Responsibility for and Purpose of the Projections2.

Summary of Significant Assumptions


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a.

Fiscal Yearsb.

Plan Terms and Consummationc.

Assumptions Preceding the Effective Dated.

Theatre Divestiture Programe.

Screens per Theatref.

General Economic Conditionsg.

Revenues(i)

Net Box Office Receipts(ii)

Net Concession Proceeds(iii)

Other Net Revenuesh.

Operating Expensesi.

General and Administrative Expensesj.

Income Taxesk.

Capital Expendituresl.

EBITDAm.

Interest Expensen.

Fresh Start Accountingo.

Reorganization Valuep.

Working Capitalq.

Restructured Bank Credit Facility3.

Special Note Regarding Forward-Looking Statements4.

Financial Projections5.

Notes to Pro-Forma Reorganized Balance SheetARTICLE IVPROCEDURES FOR TREATMENT OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMSA.

Prosecution of Objections to ClaimsB.

Estimation of ClaimsC.

Payments and Distributions on Disputed ClaimsD.

Allowance of Claims and InterestsE.

Controversy Concerning ImpairmentARTICLE VTREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASESA.

Assumption of Executory Contracts and Unexpired Leases1.

Generally2.

Notice of Intent to Assume and of Proposed Cure Amount3.

Consent to Mortgage, Security Interest, or Other Lien Upon Unexpired Leases of Real Property4.

Cure of Defaults for Executory Contracts and Unexpired Leases Assumed5.

Notice6.

Approval of Assumptions and AssignmentsB.

Assumption of Documents Supplementary to Executory Contracts or Unexpired LeasesC.

Assignments Pursuant to the PlanD.

Claims Based on Rejection of Executory Contracts or Unexpired LeasesE.

Indemnification of Directors, Officers and EmployeesF.

Compensation and Benefit ProgramsARTICLE VIMEANS FOR IMPLEMENTATION OF THE PLAN


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A.

Continued Corporate Existence and Vesting of Assets in the Reorganized DebtorsB.

Cancellation of Notes, Instruments, Common Stock, Preferred Stock and Stock OptionsC.

Issuance of New Securities; Execution of Related DocumentsD.

Transactions Required by the Plan1.

New UA(a)

Organization(b)

Assets and Liabilities of New UA(c)

Governance of New UA(d)

Exit Financing Facility2.

New UATC(a)

Organization(b)

Assets and Liabilities of New UATC(c)

Governance of New UATC(d)

Exit Financing Facility3.

Reorganized UAR(a)

Organization(b)

Assets and Liabilities of Reorganized UAR(c)

Governance of Reorganized UAR(d)

Exit Financing Facility4.

Reorganized UAP I(a)

Organization(b)

Assets and Liabilities of Reorganized UAP I(c)

Governance of Reorganized UAP I(d)

Exit Financing Facility(a)

Organization(b)

Assets and Liabilities of Reorganized UAP II(c)

Governance of Reorganized UAP II(d)

Exit Financing Facility6.

Reorganized UAIPH(a)

Organization(b)

Assets and Liabilities of Reorganized UAIPH(c)

Governance of Reorganized UAIPH7.

Reorganized UAPH II(a)

Organization(b)

Assets and Liabilities of Reorganized UAPH II(c)

Governance of Reorganized UAPH II8.

Reorganized R&S(a)

Organization(b)

Assets and Liabilities of Reorganized R&S(c)

Governance of Reorganized R&S9.

Mamaroneck(a)

Organization(b)

Assets and Liabilities of Reorganized Mamaroneck(c)

Governance of Reorganized MamaroneckE.

New UA Common Stock DilutionF.

Corporate Governance, Corporate Action, and Directors and Officers1.

New Certificates of Incorporation and Formation2.

Corporate Action3.

Directors and Officers of the Reorganized DebtorsG.

Sources of Cash for Plan Distribution


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1.

New UA Common Stock2.

New UA Convertible Preferred Stock(a)

Conversion(b)

Dividends(c)

Distributions upon Liquidation, Dissolution or Winding Up(d)

Adjustments(e)

Voting Rights(f)

Covenants2.

Equity Elector Warrants and New UA Warrants(a)

Purchase Price(i)

Exercise(ii)

Adjustments3.

Management Stock Options4.

New UA Stockholders' Agreement5.

New UATC Common Stock6.

Exemptions From Registration Under the Securities Act(a)

Section 1145 Exemption(b)

Subsequent ResalesARTICLE VIIPROVISIONS GOVERNING DISTRIBUTIONSA.

Distributions for Claims Allowed as of the Effective DateB.

Distributions by the Reorganized Debtors; Distributions with Respect to Debt SecuritiesC.

Delivery and Distributions and Undeliverable or Unclaimed Distributions1.

Delivery of Distributions in General2.

Undeliverable Distributions(a)

Holding of Undeliverable Distributions(b)

Failure to Claim Undeliverable Distributions(c)

Compliance with Tax RequirementsD.

Distribution Record DateE.

Timing and Calculation of Amounts to be DistributedF.

De Minimis and Fractional DistributionG.

SetoffsH.

Surrender of Canceled Instruments or Securities1.

Notes2.

Failure to Surrender Canceled InstrumentsI.

Lost, Stolen, Mutilated or Destroyed Instruments or SecuritiesJ.

Distributions to Professional Escrow Account on the Effective DateK.

Distribution of New UA WarrantsARTICLE VIIICONDITIONS PRECEDENTA.

Condition Precedent to ConfirmationB.

Conditions Precedent to ConsummationC.

Waiver of ConditionsD.

Effect of Non-Occurrence of Conditions to ConsummationARTICLE IXRELEASE, INJUNCTIVE AND RELATED PROVISIONSA.

SubordinationB.

Certain Mutual Releases


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C.

Limited Releases by Holder of ClaimsD.

Preservation of Rights of Action1.

In General2.

Intercompany ClaimsE.

ExculpationF.

InjunctionARTICLE XRETENTION OF JURISDICTIONARTICLE XIPROCESS OF VOTING AND CONFIRMATIONA.

Voting InstructionsB.

Voting TabulationC.

Confirmation HearingD.

Statutory Requirements for Confirmation of the Plan1.

Generally2.

Best Interests of Creditors Test/Liquidation Analysis3.

Financial Feasibility4.

Acceptance by Impaired Class5.

Confirmation Without Acceptance by All Impaired ClassesARTICLE XIIRISK FACTORSA.

Financial Information; DisclaimerB.

Certain Federal Income Tax Consequences1.

Certain U.S. Federal Income Tax Consequences to the Holders of Claims and Equity Interestsa.

Consequences to Holders of the Subordinated Notes(i)

In General(ii)

Accrued Interestb.

Consequences to the Prepetition Lendersc.

Consequences to Holders of Other Claimsd.

Consequences to Holders of Equity Interests in the Company2.

Certain U.S. Federal Income Tax Consequences to the Debtorsa.

Cancellation of Debt3.

Limitation on Net Operating Loss Carryovers and Other Tax Attributes4.

Backup WithholdingC.

Certain Bankruptcy Considerations1.

Risk of Non-Confirmation of the Plan2.

Nonconsensual Confirmation3.

Delays of Confirmation and/or Effective Date4.

Classification Risks5.

Subordination Risks6.

Consolidation Risks7.

Contingencies Not to Affect Vote of Impaired Classes to Accept the Plan8.

Expiration of Bank Lock-Up AgreementsD.

Pending LitigationA.

680 Cinema Corp., Bernard Goldberg and Bruce Silverstein v. United Artists Theatre Circuit, Inc., & Ackerman Enterprises, et al.B.

1033 Third Street Corporation v. United Artists Theatre Circuit, Inc.C.

Connie Arnold, et al. v. United Artists Theatre Circuit, Inc. et al.


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D.

BF Amarillo, L.P. v. United Artists TheatreE.

Bryson Properties XII v. UATCF.

Charles Y. Cheng v. UATC.G.

CIN Riverbridge, L.P. v. United Artists Theatre Circuit, Inc.H.

Cinema 8 Center, LLC v. United Artists Theatre Circuit, Inc.I.

Codding Enterprises v. King Reavis Amusement Company and United Artists Theatre Circuit, Inc.J.

East Lake Plaza Associates, LLC v. United Artists Theatre Circuit Inc.K.

Drexler Technology Corporation v. Dolby Laboratories, Inc. & United Artists Theatre Circuit, Inc., et al.L.

Drexler Technology Corporation v. Sony Corporation & United Artists Theatre Circuit, Inc., et al.M.

E.C. Pavilion, L.L.C. v. United Artists Theatre Circuit, Inc.N.

ESI Ergonomic Solutions, L.L.C. v. United Artists Theatre Circuit, Inc.; American Blast Fax, Inc. et al.O.

Equity Landing, Inc. v. United Artists Theatre Circuit, Inc.P.

General Electric Capital Corporation v. United Artists Theatre Circuit, Inc. et al.Q.

Golden Ring Mall Company Limited Partnership v. United Artists Theatre Circuit, Inc.R.

Horton Plaza, LLC v. United Artists Theatre Circuit, Inc.S.

Dallas S. Hudgens III v. United Artists Theatre Circuit, Inc.T.

IC Theatre Limited Liability Company v. United Artists Theatre Circuit, Inc.U.

K-Mart Corporation v. United Artists Theatre Circuit, Inc.V.

John Kelly v. United Artists Theatre Circuit Inc.W.

Market Place Commercial Limited Partnership v. United Artists Theatre Circuit, Inc.X.

Meadows Centre Joint Venture v. United Artists Theatre Circuit, Inc.Y.

Oakland Mall, Ltd. v. United Artists Theatre Circuit, Inc.Z.

Old Town Val Vista, LLC v. United Artists Theatre Circuit, Inc.AA.

P.A. Properties, Inc. v. UATCAB.

PALS Associates v. United Artists Theatre Circuit, Inc.AC.

Princeton Market Fair Associates, LTD. v. United Artists Theatre Circuit, Inc.AD.

Regency Centers, LP v. United Artists Theatre Circuit, Inc.AF.

Retail Property Trust v. United Artists Theatre Circuit, Inc.AG.

Rouse-Park Meadows, LLC v. United Artists Theatre Circuit, Inc.AH.

Simon Property Group, LP v. United Artists Theatre Circuit, Inc.AI.

Showscan Entertainment, Inc. v. UATCAJ.

Southwest Shopping Center v. United Artists Theatre Circuit, Inc.AK.

Spring Valley Improvements, LLC v. United Artists Theatre Circuit, Inc. et al.AL.

Sunrise Mall Associates v. United Artists Theatre Circuit, Inc.AM.

Michelle Smith v. United Artists Theatre Circuit, Inc. (719C14358).AN.

Talisman Roswell, L.L.C. v. United Artists Theatre Circuit, Inc.AO.

United Artists Theatre Circuit, Inc. v. CB Richard EllisAP.

United Artists Theatre Circuit, Inc. v. Yale University


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AQ.

Blackfox Parkway Associates, LLC. v. United Artists Theatre Circuit, Inc.ARTICLE XIIIPOST-FILING DEVELOPMENTSA.

First Day Motions1.

Customer Service Programs2.

Employee Claims and Existing Benefit Programs3.

Film Motion4.

Cash Management Motion5.

Claims Bar Date6.

Lease Rejection and Lease Rejection Procedures Motion7.

Mechanics Lien Motion8.

Essential Trade Creditor Motion9.

DIP Financing and Cash Collateral Motion10.

Scheduling Motion11.

Miscellaneous Procedural and Administrative MotionsB.

Transfer of Involuntary Bankruptcy CaseC.

CommitteesD.

United Artists Theatre Company/Trade Subcommittee of the Official Committee of Unsecured CreditorsE.

Exit Facility MotionARTICLE XIVMISCELLANEOUS PROVISIONSA.

Dissolution of Committee(s)B.

Payment of Statutory FeesD.

Modification of PlanE.

Revocation of PlanF.

Successors and AssignsG.

Reservation of RightsH.

Section 1146 ExemptionI.

Further AssurancesJ.

Service of DocumentsK.

Filing of Additional DocumentsL.

Plan SupplementARTICLE XVRECOMMENDATION


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ARTICLE I
EXECUTIVE SUMMARY AND BACKGROUND
OF PLAN AND DISCLOSURE STATEMENT

A.    In General

This Disclosure Statement is being furnished by United Artists Theatre Company, United Artists Realty Company, United Artists Properties I Corp., United Artists
Properties II Corp., United Artists Theatre Circuit, Inc. and its Filing Subsidiaries (the "Plan," a copy of which is annexed hereto as Exhibit A), pursuant to Section 1125 of the
United States Bankruptcy Code (the "Bankruptcy Code"), in connection with the solicitation of votes (the "Solicitation") for the acceptance or rejection of the Plan, as it may be altered, amended,
modified or supplemented from time to time in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") regarding the outstanding Claims against, and
Equity Interests in, the Debtors.Capitalized terms used, but not otherwise defined, herein shall have the meanings given to such terms in the Plan.

Holders
of Claims against, and Equity Interests in, the Debtors should read this Disclosure Statement, together with the Plan, the form of Ballot and the Voting Instructions
(collectively, the "Solicitation Materials") in their entirety before voting on the Plan. The sources of the information provided in this Disclosure Statement are the Debtors' books and records and
certain publicly available filings in the Chapter 11 Cases.

THIS DISCLOSURE STATEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE PLAN, CERTAIN OTHER DOCUMENTS, AND CERTAIN FINANCIAL INFORMATION. THE DEBTORS BELIEVE
THAT THESE SUMMARIES ARE FAIR AND ACCURATE. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN, OR THE OTHER
DOCUMENTS AND FINANCIAL INFORMATION TO BE INCORPORATED THEREIN BY REFERENCE, THE PLAN SHALL GOVERN FOR ALL PURPOSES.

THE STATEMENTS AND FINANCIAL INFORMATION CONTAINED HEREIN HAVE BEEN MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS AND EQUITY INTERESTS
REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER AT THE TIME OF SUCH REVIEW THAT THERE HAVE BEEN NO CHANGES IN THE FACTS SET
FORTH HEREIN UNLESS SO SPECIFIED. EACH HOLDER OF A CLAIM AND EQUITY INTEREST SHOULD CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE STATEMENT, AND THE EXHIBITS TO BOTH DOCUMENTS IN THEIR ENTIRETY BEFORE
CASTING A BALLOT.

NO PARTY IS AUTHORIZED TO GIVE ANY INFORMATION ABOUT OR CONCERNING THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. NO REPRESENTATIONS
CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY HAVE BEEN AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT OR, SUBSEQUENT TO A FILING BY THE DEBTORS UNDER THE
BANKRUPTCY CODE, BY ANY BANKRUPTCY COURT. ANY INFORMATION, REPRESENTATIONS, OR INDUCEMENTS MADE TO OBTAIN YOUR ACCEPTANCE OF THE PLAN WHICH ARE OTHER THAN OR INCONSISTENT WITH THE INFORMATION
CONTAINED HEREIN AND IN THE PLAN SHOULD NOT BE RELIED UPON BY ANY HOLDER OF A CLAIM OR EQUITY INTEREST.

THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF STATEMENTS CONTAINED THEREIN.

B.    Executive Summary

The following summary is qualified in its entirety by the more detailed information contained elsewhere in this Disclosure
Statement.

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1.    Purposes of the Disclosure Statement

The
Solicitation Materials, including this Disclosure Statement and a Ballot to be used for voting on the Plan, are being distributed to Impaired Classes of Claims and Equity Interests.
Classes of Claims impaired under the Plan and entitled to vote are Classes lB, 2B, 2D, 2F, 3B, 3E, 4B, 4E, 5B, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, and 18D. In addition, Classes of
Claims and Equity Interests impaired under the Plan and not entitled to vote on the Plan (as described below) are Classes 1E, 1F and 2G. The purpose of this Solicitation, among other things, is to
obtain the requisite number
of acceptances of the Plan under the Bankruptcy Code from the Impaired Classes ("Statutory Requirements for Confirmation of Plan" are described in Article X1.E. of the Disclosure Statement). Assuming
the requisite acceptances are obtained, the Debtors intend to seek Confirmation of the Plan at the Confirmation Hearing (as defined in Article XI.D. herein) commencing on January 22,
2001.

2.    Voting Record Date; Voting; Required Approvals

The
Debtors have established December 8, 2000 (the "Voting Record Date") as the date for determining which Holders of Claims and Equity Interests are eligible to vote on the Plan.
After carefully reviewing this Disclosure Statement, the Plan and the other Solicitation Materials, each Holder of a Claim or Equity Interest in an Impaired Class entitled to vote on the Plan should
vote to accept or reject the Plan in accordance with the Voting Instructions, and return the Ballot to Bankruptcy Services LLC (the "Information Agent"), located at Heron Tower, 70 East 55th Street,
6th Floor, New York, NY 10022, Attn: Diane Rocano, in a manner so that it isreceivedby 4:00 p.m., prevailing Eastern Standard Time, on or beforeJanuary 12, 2001. Any Ballot received after that date and time may not be counted. Ballots should be returned in accordance with the
instructions for delivery set forth in the Voting Instructions.

Each
Holder of a Claim in Classes lB, 2B, 2D, 2F, 3B, 3E, 4B, 4E, 5B, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, and 18D is entitled to vote either to accept or to reject the
Plan. Holders of Claims in such Classes will accept the Plan if (i) the Holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in each such Class have
voted to accept the Plan and (ii) the Holders of more than one-half in number of the Allowed Claims actually voting in each such Class have voted to accept the Plan. Because, as noted below, certain Impaired Classes will
receive no distribution nor retain any property under the Plan, and thus are conclusively presumed to have rejected the
Plan, the Debtors will seek Confirmation of the Plan pursuant to a procedure commonly known as cram-down. The cram-down procedure is described in more detail in Article XI.E.4 of
the Disclosure Statement.

On
and after the Effective Date, each Holder of a Claim who has accepted the Plan, in exchange for, among other things, a distribution under the Plan, shall automatically be deemed to
have released each of the Debtors, the Reorganized Debtors, their subsidiaries, and the Releasees, and the agents, officers, directors, partners, members, professionals, and agents of the foregoing
(and the officers, directors, partners, members, professionals, and agents of each thereof), from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities
whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that
such Person or Entity would have been legally entitled to assert (whether individually or collectively), based in whole or in part upon any act or omission, transaction, agreement, event or other
occurrence taking place on or before the Effective Date in any way relating or pertaining to the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, or any
related agreements, instruments or other documents,except:(i) for Claims arising under the Plan; and (ii) for Claims arising after the
Petition Date in the ordinary course of business. In furtherance of the foregoing, the Confirmation Order will constitute an injunction permanently enjoining the commencement or prosecution by any
entity,

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whether directly, derivatively, or otherwise, of any Claim, demand, liability, obligation, debt, right, Cause of Action, interest, remedy released or to be released pursuant to the Plan against the
foregoing Persons and Entities.

Each
Class under the Plan is designated with a number-letter code to indicate a particular Claim against a particular Debtor. For example, "2F" means a General Unsecured Claim against
UATC.Please review these designations carefully so that you are aware to which Class your Claim is classified.

The
majority (but not entirety) of creditors receiving this Disclosure Statement and Ballots to Vote on the Plan (because they are so entitled to vote) are classified in the following
Classes:

|Class                                                                      |  | Claim                   
|-------------------------------------------------------------------------- |  | ------------------------
|1B, 2B, 3B, 4B, and 5B                                                     |  | Bank Claims             
|2F, 3E, 4E, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, and 18D |  | General Unsecured Claims

The
following classes are unimpaired under the Plan, and Holders of Claims in such Classes are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code:

|Class                                                                               |  | Claim                   
|----------------------------------------------------------------------------------- |  | ------------------------
|1A, 2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, 10A, 11A, 12A, 13A, 14A, 15A, 16A, 17A, and 18A |  | Other Priority Claims   
|1C, 2C, 3C, 4C, and 5C                                                              |  | Secured Claims          
|6B, 7B, 8B, 9B, 10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B, and 18B                     |  | Other Secured Claims    
|1D, 2E, 3D, 4D, 5D, 6C, 7C, 8C, 9C, 10C, 11C, 12C, 13C, 14C, 15C, 16C, 17C, and 18C |  | Intercompany Claims     
|17D                                                                                 |  | General Unsecured Claims
|3F, 4F, 5F, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 17F, and 18E    |  | Equity Interests        

The
following Classes will receive no distribution nor retain any property under the Plan and are conclusively presumed to have rejected the Plan pursuant to Section 1126(g) of
the Bankruptcy Code:

|Class     |  | Claim                   
|--------- |  | ------------------------
|1F and 2G |  | Equity Interests        
|1E        |  | General Unsecured Claims

3.    Debtors' Principal Assets and Liabilities

UA's
principal asset is the common stock of UATC and UAR. UA's principal liabilities are (i) its indebtedness under the Prepetition Bank Credit Facility and (ii) the
indebtedness under the Subordinated Notes. UAR's principal assets are its interests in two movie theatres and the common stock of UAP II and UAP I, which holds title to and leases several parcels of
real property upon which UATC operates movie theatres. UATC's principal assets are its ownership, both wholly and jointly, directly and indirectly, partnership, and membership interests in
wholly-owned and less than wholly-
owned subsidiaries, and its interests, as owner, lessee, or lessor, of certain parcels of real property upon which it operates movie theatres. UATC's principal liabilities are the indebtedness under
or related to the Prepetition Bank Credit Facility and trade debt.

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4.    Terms of the Plan; Treatment of Classes of Claims and Equity Interests

The
Plan classifies Claims and Equity Interests into the following Classes:

|Class                                                                                    |  | Claim                    |  | Summary Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------- |  | ------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|lA, 2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, 10A, 11A, 12A, 13A, 14A, 15A, 16A, 17A, and 18A      |  | Other Priority Claims    |  | Priority Claims consist of all Claims accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|lB, 2B, 3B, 4B, and 5B                                                                   |  | Bank Claims              |  | Bank Claims consist of all Claims arising from or relating to the Prepetition Bank Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1C, 2C, 3C, 4C, and 5C                                                                   |  | Other Secured Claims     |  | Other Secured Claims consist of all Secured Claims other than Bank Claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6B, 7B, 8B, 9B, 10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B, and 18B                          |  | Secured Claims           |  | A Secured Claim against a Debtor is: (i) a Claim (other than a Claim in any way arising from or relating to a Claim of a lessor for damages resulting from the termination of a lease of real property) held by any person or
entity, including a judgment creditor, secured by a lien on any property in which a Debtor or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to
avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of the Debtor or its Estate in such property securing such Claim or (B) the amount
subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim
|1D, 2E, 3D, 4D, 5D, 6C, 7C, 8C, 9C, 10C, 11C, 12C, 13C, 14C, 15C, 16C, 17C, and 18C      |  | Intercompany Claims      |  | Each Claim of by a Debtor or a Subsidiary against a Debtor or its Estate, other than the UA Note Claim or an Equity Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1E, 2F, 3E, 4E, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, 17D, and 18D      |  | General Unsecured Claims |  | General Unsecured Claims consist of all Unsecured Claims other than Bank Claims and the UA Note Claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2D                                                                                       |  | UA Note Claim            |  | The UA Note Claim consists of UA's Claim against UATC on account of the Intercompany Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1F, 2G, 3F, 4F, 5F, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 17F, and 18E |  | Equity Interests         |  | Equity Interests consist of any Equity Interest in the Debtors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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The
Plan generally contemplates, among other things: (a) the payment in full of Priority and Administrative Claims; (b) a refinancing of the Prepetition Bank Credit
Agreement by the Restructured Bank Credit Facility, the terms of which are described further herein, such that the Holders of Bank Claims will receive, depending on certain irrevocable elections
described further herein, certain rights and interests in New UA (i.e., the Restructured Bank Credit Note Interests, New UA Common Stock, New UA Convertible Preferred Stock, and/or Equity Elector
Warrants); (c) the general unimpaired treatment of Secured Claims and Other Secured Claims; (d) the general unimpaired treatment of Intercompany Claims; (e) a distribution of the
New UA Warrants to Bank of America for further distribution as described in the Plan, (f) the Pro Rata distribution of the Unsecured Claim Distribution Amount, Class 2F Promissory Notes,
and the Preference Litigation Proceeds in full satisfaction of General Unsecured Claims against UATC; (g) the general payment in full, in the form of a Promissory Note, of General Unsecured
Claims against UAR, its Debtor-subsidiaries, and UATC's Debtor-subsidiaries; (h) the cancellation of Equity Interests in UA and UATC; and (i) the general unimpaired treatment of Equity
Interests in UAR, its Debtor-subsidiaries, and UATC's Debtor-subsidiaries.

5.    Liquidation Analysis

The
Debtors believe that the Plan will produce a greater recovery for Holders of Claims and Equity Interests than would be achieved in a Chapter 7 liquidation because, among other
things, the administrative costs and delays incurred in connection with a Chapter 7 case would likely diminish the distributions to such Holders, and the projected liquidation of the Debtors would not
produce any recovery for Holders of Unsecured Claims. Houlihan Lokey, the Debtors' financial advisors, have prepared a liquidation analysis on behalf of the Debtors to assist Holders of Claims and
Equity Interests to reach their determination as to whether to accept or reject the Plan. This Liquidation Analysis estimates the proceeds to be realized if the Debtors were to be liquidated under
Chapter 7 of the Bankruptcy Code. The Liquidation Analysis is based upon projected assets and liabilities of the Debtors as of December 28, 2000 and incorporates estimates and assumptions
developed by the Debtors which are subject to potentially material changes with respect to economic and business conditions, as well as uncertainty not within the Debtors' control. The Liquidation
Analysis does not include liabilities that may arise as a result of litigation, certain new tax assessments, landlord lease rejection Claims, employee severance Claims, or other potential Claims. No
value was assigned to additional proceeds which might result from the sale of certain items with intangible value. The Liquidation Analysis also does not include potential recoveries from avoidance
actions. Therefore, the actual liquidation value of the Debtors could vary materially from the estimates provided herein.

6.    Risk Factors

There
are a variety of factors that all Impaired Creditors and Impaired Equity Holders should consider prior to accepting or rejecting the Plan. Some of these factors, which are
described in more detail in Article XII of the Disclosure Statement, are as follows and may impact the recoveries under the Plan:

a.    The
financial information contained in this Disclosure Statement has not been audited and is based on an analysis of data available at the time of the preparation of the
Plan and Disclosure Statement.

b.    Article XII
of the Disclosure Statement herein describes certain significant federal tax consequences of the transactions that are described herein and in the Plan
that affect the Debtors and others. Such consequences may include: (1) the realization of cancellation of indebtedness income; (2) the reduction of net operating loss carryforward and
unrealized built-in-losses; and (3) the recognition of taxable income by the Holders of Claims and Equity Interests. Holders of Claims and Equity Interests are urged to
consult with their own tax advisors regarding the federal, state, local, and foreign tax consequences of the Plan.

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c.    Although
the Debtors believe that the Plan complies with all applicable standards of the Bankruptcy Code, the Debtors can provide no assurance that the Plan will comply
with Section 1129 of the Bankruptcy Code or that the Bankruptcy Court will confirm the Plan.

d.    The
Debtors may be required to request Confirmation of the Plan without the acceptance of all Impaired Classes entitled to vote in accordance with Section 1129(b)
of the Bankruptcy Code.

e.    Any
delays of either Confirmation or the Effective Date of the Plan could result in, among other things, increased Claims of Professionals.

f.      Although
the Plan does not contemplate consolidating any of the Debtors into one entity, the Debtors can provide no assurance that the Bankruptcy Court will not order one
or more of the Debtors to be substantively consolidated, or that a party in interest will not move for such substantive consolidation to occur. Substantive consolidation of one or more of the Debtors
into one entity would affect the distribution of property currently provided in the Plan.

g.    The
Debtors are party to various legal proceedings, described in more detail herein, which could result in decisions adverse to the Debtors.

The
occurrence of any and all such contingencies which could affect distributions available to Holders under the Plan, however, will not affect the validity of the vote taken by the Impaired Classes
to accept or reject the Plan or require any sort of re-vote by the Impaired Classes.

7.    Reorganized Debtors and the Post-Confirmation Estate

Except
as otherwise provided in the Plan, each Debtor shall continue to exist as a Reorganized Debtor after the Effective Date as a separate entity with all the powers of a corporation
under the laws of the respective state of incorporation and without prejudice to any right to alterorterminate such existence (whether by merger or
otherwise) under such applicable state law. Except as otherwise provided in the Plan, the Lock-Up Agreements, the Restructured Bank Credit Agreement, or any agreement, instrument or
indenture relating thereto, on or after the Effective Date, all property in each Estate (including, but not limited to, any Debtor's equity, partnership, membership or other interest in any Debtor or
non-Debtor business entity) and any property acquired by each of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free and clear of all liens, Claims, charges,
or other encumbrances (except for liens, if any, granted to secure the Restructured Bank Credit Agreement, Claims under the DIP Facility that by their terms survive termination of that Facility, the
Exit Facility, and or as otherwise provided in the Plan). On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire or dispose of property and compromise
or settle any Claims or Equity Interests without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions
expressly imposed by the Plan and the Confirmation Order.

8.    Permanent Injunction

From
and after the Effective Date, all Persons and Entities are permanently enjoined from commencing or continuing in any manner, any suit, action or other proceeding, on account of or
respecting any Claim, obligation, debt, right, Cause of Action, remedy or liability released or to be released pursuant to Article X of the Plan.

C.    Background of the Debtors and the Events Leading to the Plan

1.    Corporate Structure

United
Artists Theatre Company ("UA"), together with its Debtor and non-Debtor affiliates (collectively, "United Artists"), licenses films from all major and independent film
distributors for exhibition in its theatres. United Artists is the sixth largest motion picture exhibitor in North America,

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owning and/or operating approximately 236 theatres with 1,728 screens in twenty-three states. United Artists' corporate headquarters are in Englewood, Colorado.

UA
owns 100% of the common stock of Debtors United Artists Realty Company ("UAR") and United Artists Theatre Circuit, Inc. ("UATC"). UAR in turn owns 100% of the common stock of
Debtors United Artists Properties I Corp. ("UAP I") and United Artists Properties II Corp. ("UAP II"). UATC in turn owns 100% of the common stock of Debtors UAB, Inc. ("UAB"),
UAB II, Inc. ("UAB"), Tallthe Inc. ("Tallthe"), UA Theatres Amusements, Inc. ("UATA"), UA International Property Holding, Inc. ("UAIPH"), UA Property Holding
II, Inc. ("UAPH II"), United Artists International Management Company ("UAIMC"), Beth Page Theatre Co., Inc. ("BPTC"), United Film Distribution Company of South America ("UFDC"),
and U.A.P.R., Inc. ("UAPR"). UATC also owns interests in certain non-Debtor subsidiaries including: 60% of the common stock of Multimatic Displays, Inc.; and 100% of the membership
interests in UA SHOR, LLC. UATC also owns interests in certain foreign non-Debtor subsidiaries including: 99.9% of the interests in United Artists International, Limited, a Hong Kong
corporation; 90% of the interests in UA Mexico Holdings, S.A. de C.V., a Mexican corporation; 10% of the interests in United Artists Singapore Theatres Pte. Ltd., Singapore corporation; and 10%
of the interests in Siam UATC Company Limited, a Thailand corporation.

UAIPH
in turn owns 100% of the common stock of UATC Europe, B.V., a Netherlands corporation, UAPH II in turn owns interests in the following entities: 51% of the stock of Debtor R
and S Theatres, Inc. ("R&S"); 100% of the stock of Debtor King Reavis Amusement Company ("KRAC"); approximately 67% of the preferred stock and 95% of the common stock of Debtor Mamaroneck
Playhouse Holding Corporation ("Mamaroneck"); 50% of the stock of Magnolia Amusement Company; 5% of the stock of Bagley Building Company; 50% of the stock of Vogue Realty Company; 50% of the stock of
Trumball Theatre Corp.; 16.67% of the stock of The Turp Company; 50% of the stock of UAGG Theatre Operating Corp.; and 80% of the stock of San Francisco Theatres, Inc. UAPH II also owns
interests in certain foreign entities as follows: 0.1% of the interests in United Artists International, Limited, a Hong Kong corporation; and 10% of the interests in UA Mexico Holdings, S.A. de C.V.,
a Mexican corporation.

2.    The Debtors' Principal Assets and Liabilities

UA's
principal asset is the common stock of UATC and UAR. UA's principal liabilities are its indebtedness (a) under the Prepetition Bank Credit Facility and (b) to Holders
of Subordinated Notes. UAR's principal assets are (a) the common stock of UAP I and UAP II and (b) its ownership of two theatres. UAR's principal liability is its guarantee of the
indebtedness under the Prepetition Bank
Credit Facility. UAP I's principal assets are its ownership interests in approximately twenty movie theatres. UAP I's principal liability is its guarantee of the indebtedness under the Prepetition
Bank Credit Facility. UAP II has negligible assets, and its principal liability is its guarantee of the indebtedness under the Prepetition Bank Credit Facility.

UATC's
principal assets are (i) its ownership, both wholly and jointly, directly and indirectly, of its subsidiaries and (ii) its leasehold and/or ownership interests in
several hundred movie theatres. UATC's principal liabilities are its indebtedness (a) under and related to the Prepetition Bank Credit Facility, (b) to film studios and distributors and
other vendors, and (c) to lessors of its theatres.

UAB's
principal assets are its leasehold interest in three theatres and a net operating loss, and its principal liabilities are its lease obligations. UAB II's principal asset is a net
operating loss, and its principal liability is its obligations under a recently terminated lease. Tallthe's principal asset is a net operating loss, and its principal liability is its obligations
under a lease. UATA's principal asset is a net operating loss, and its principal liabilities are negligible. UAIPH's principal asset is its equity interest in UATC Europe B.V., a Netherlands
corporation, and its principal liabilities are negligible. UAPH II's principal asset is its equity interest in certain Debtor and non-Debtor affiliates, and its principal liability

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consists of certain secured obligations. UAIMC's principal asset is a net operating loss, and its principal liabilities are negligible. BPTC's principal asset is a leasehold interest, and its
principal liability is its obligations relating to that leasehold interest. UFDC's principal assets and liabilities are negligible. UAPR's principal asset is a net operating loss, and its principal
liability is certain alleged liabilities to former employees. KRAC's principal assets are its ownership interest in one theatre and its leasehold interest in a second theatre, and its principal
liabilities are its obligations relating to those theatre operations. Mamaroneck's principal asset consists of cash proceeds from the sale of its sole asset, the Mamaroneck Playhouse, and its
principal liability is its obligations to its shareholders. R&S's principal assets are its leaseholders interests in two theatres, and its principal liability is its obligations relating to those
interests.

3.    Business Segments

United
Artists derives approximately two-thirds of its revenue from box office admissions, which in 1999 totaled $433 million. United Artists' remaining revenue comes
mostly from concession sales, which totaled approximately $175 million in 1999. United Artists' major operating cost is the film license fees it pays to film studios and distributors. United
Artists generally pays film license fees based on a percentage of box office revenue, and over the years has paid approximately 50% of its box office revenue to film studios and distributors.

Film
is the life-blood of United Artists' business. If film studios and distributors stop supplying United Artists with films, United Artists will have to cease all
operations because it will have no film to exhibit in its theatres. To ensure United Artists' continued access to films, United Artists must maintain good relationships with film studios. United
Artists already has excellent, long-standing relationships with all
of the major and independent film studios. The best way for United Artists to maintain these relationships is by timely paying film license fees to the studios and providing assurances that it will
timely pay film license fees in the future.

4.    The Film Exhibition Industry

There
are currently more than 400 motion picture exhibitors operating approximately 37,000 screens in North America. With so many exhibitors, the film exhibition industry is competitive
yet fragmented. As of December 31, 1999, United Artists' 2,018 screens represented 5.4% of the screens in North America. United Artists' $433 million in box office revenue represented a
5.9% market share of the $7.3 billion total box office revenue in North America. As of June 30, 2000, due to continued expansion of screens in general and United Artists' disposition of
screens in particular, United Artists' screens decreased to 1,816 (4.8% of the total screens in North America), and United Artists' market share of total box office revenue decreased to 5.4%.

The
film exhibition business is highly seasonal and has heightened attendance levels during the summer months and holidays. During non-peak periods, earnings can fluctuate
dramatically due to the presence or absence of successful or "blockbuster" films. Film box office revenue is very sensitive to changes in attendance levels because a significant amount of the costs to
exhibit films, such as rents, payroll, etc., are fixed costs necessary to operate theatres.

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5.    Recent Developments in the Film Exhibition Industry

During
the past few years, the economics of film exhibition have changed dramatically and to the detriment of film exhibitors. Although the number of film screens nationwide has
increased, construction and operations costs also have increased, and movie theatre attendance has been relatively flat. There are simply insufficient attendance and box office revenue to support the
operating and construction costs of existing and newly constructed movie theatres.

This
change in the economics of film exhibition started primarily in 1997, when several of United Artists' major competitors embarked on massive expansion programs to build new theatres
with the latest technology and theatre designs, including digital sound systems and stadium seating, in order to gain market share. These expansion programs were fueled by greater private equity
investment and associated high-yield financing in the film exhibition industry and increased investment in the real estate sector. As a result of these expansion programs, the number of
screens nationwide increased by 7.2% in 1997, 7.2% in 1998, and 8.8% in 1999. In comparison, the average rate of increase in the number of movie screens since 1978 is only 3.9%.

Not
only has there been a significant increase in the number of movie theatres nationwide, but there also have been significant increases in the number of movie screens per theatre and
in the construction costs per movie screen. These increases are the result of the development of the "megaplex" theatre model. Historically, most movie theatres had only one to three screens, with
some having as many as six screens. In the past decade or so, the dominant theatre model became the "multiplex" theatrea multi-screen theatre with eight to twelve screens and sloped
floors. Multiplex theatres were designed to be more profitable and lead to economies of scale because exhibitors could spread operating facilities (concession stands and restrooms) and fixed costs
(rents, utilities, and personnel) over more screens. However, during 1996, a new theatre design, the "megaplex," was introduced. A megaplex theatre has fourteen or more movie screens (some megaplexes
have as many as thirty screens), stadium seating, high-backed rocking seats, digital sound, expanded concession areas, and other new amenities. Megaplex theatres enable multiple showings
of the same film and the simultaneous showing of films that appeal to a wide variety of audiences. Megaplex theatres also allow exhibitors greater flexibility in moving a film title from one screen to
another as the title becomes more or less popular. By 1997, the megaplex became the industry standard in most major markets.

For
all of their perceived benefits, however, these new multiplex and megaplex theatres are expensive to build. The cost per screen of a stadium-seating, megaplex theatre is now
$1 million or more. In
contrast, approximately five years ago the construction cost per screen of a typical multiplex theatre was less than $500,000.

Unfortunately,
the skyrocketing construction costs associated with these new multiplex and megaplex theatres have not been offset by increases in box office revenue. Although box office
revenue was at record levels in 1999, this was attributable mostly to increases in ticket prices; attendance in 1999 was approximately equal to that for 1998. This flat attendance, coupled with the
significant increases in the number of movie screens, resulted in an approximately 8.1% decrease in industry attendance per screen and an approximately 1.0% decrease in industry box office revenue per
screen in 1999. As a result, cash flow (earnings before interest, taxes, depreciation and amortization, or "EBITDA") and earnings for the entire film exhibition industry declined. These reduced cash
flows and earnings, coupled with increased debt from the significant investment in new multiplex and megaplex theatres, have put significant financial pressure on the film exhibition industry.

6.    United Artists' Recent Capital Improvements

United
Artists developed a "capital reinvestment" program in response to its competitors' recent capital investments and improvements. This program devoted United Artists' limited
resources to: disposing of theaters that were non-profitable or in non-strategic markets; rebuilding or renovating

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theatres in important markets; and building new twelve-to-sixteen screen stadium theatres ("smaller megaplexes") on a very limited basis to defend market share. United Artists
believes that the "smaller megaplex" theatre model probably has the best cost per screen ratio and may produce the best long-term return on investment.

Since
1997, United Artists has made a significant amount of capital improvements under its capital reinvestment program. United Artists' total capital expenditures, which primarily
included the renovation, expansion, or replacement of existing theatres, increased from $67.4 million in 1997 to $116.9 million in 1998. Virtually all of United Artists' theatres built
since 1997 are smaller megaplexes with stadium seating and all other state-of-the-art amenities. As a result, United Artists' average number of screens per theatre
increased from 4.8 in 1992 to 7.1 as of December 31, 1999. Now, more than 39% of all of United Artists' movie screens have been constructed since 1992, and as of December 31, 1999, 293
of United Artists' 2,018 screens have stadium seating.

By
1999, United Artists believed that many of its markets had adequate seat and movie screen capacity, and this, plus United Artists' tightening liquidity status, led United Artists to
lower its 1999 capital improvement expenditures to $64.5 million. By this time, however, United Artists' competitors had constructed so many new theatres and screens that the entire film
exhibition industry was over-saturated with theatres. While United Artists, the sixth largest exhibitor in North America, invested only $248.8 million between 1997 and 1999, the top
five film exhibitors invested an aggregate of $3.6 billion in capital improvements during the same period.

7.    Declines in Film Exhibition Profitability

As
a result of the aggressive over-expansion in the industry, and despite record attendance levels in 1998 and 1999, the profits and asset valuations of the major film
exhibitors, including United Artists, declined. The higher operating and construction costs of these new multiplex and megaplex theatres, coupled with their higher screen per theatre and cost per
screen ratios, led to lower attendance and cash flows per screen and eroded any economies of scale that these theatres were designed to achieve. Moreover, at older, non-stadium theatres,
cash flow declined due to increased competition from newly constructed megaplex theatres.

The
new multiplex and megaplex theatres also led to an increase in the average cost of film licensing. Usually, a film exhibitor pays license fees to movie studios based upon a
percentage of box office revenue, with the percentage payable for any particular film decreasing over time. An exhibitor might pay a license fee of 70% of box office revenue for the first week of a
movie's exhibition, 60% the second week, and so on. Therefore, an exhibitor's average license fees decrease (and profits increase) the longer a movie title plays. Now, as a result of the increase in
the number of movie screens nationwide, most consumers can see a film in the first two or three weeks of a title's release, which results in shorter-lived box office runs. Therefore, exhibitors can no
longer capitalize on the more favorable pricing dynamics that take effect in the latter weeks of movie runs.

For
all of these reasons, United Artists' cash flow became insufficient to support its current debt balances and related obligations. Specifically, UA incurred net losses of
$50 million in 1997, $98 million in 1998, and $127.3 million in 1999. Moreover, as a result of a decline in cash flow and the increase in debt relating to its capital expansion
program, United Artists became significantly over-leveraged compared to its competitors, in part because it already had a higher leverage ratio than most of its competitors prior to the
industry screen expansions beginning in 1997. Even though United Artists slowed its screen expansion efforts and focused on improving its existing capacity, these industry-wide
developments hampered United Artists' efforts to mitigate its decline in cash flow and defend its positions in key geographical markets.

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8.    Summary of Certain Lending Facilities



Before
the Petition Date, United Artists partially funded its and its subsidiaries' operations through a $450 million partially revolving credit facility (the "Prepetition Bank
Credit Facility") established under
the Prepetition Bank Credit Agreement, a credit agreement dated April 21, 1998, by and among UA and Bank of America National Trust and Savings Association, as administrative agent ("Bank of
America"), and certain other lenders specified therein, as amended from time to time. As of May 2, 2000, the outstanding indebtedness under the Prepetition Bank Credit Agreement totaled
approximately $440 million in principal.

The
Prepetition Bank Credit Facility is guaranteed by the following direct or indirect subsidiaries of UA: UATC; UAR; UAP I; and UAP II. The Prepetition Bank Credit Facility is secured
by, among other things, a pledge of 100% of the stock in the following direct or indirect subsidiaries of UA: UAR; UAP I; UAP II; UATC; UAB; UAB II; Tallthe; UAIPH; UAPH II; UAIMC; BPTC; UFDC; UATA;
and UAPR. The Prepetition Bank Credit Facility is also secured by mortgages on approximately thirty-one theatres owned by UATC, UAR, and UAP I. The Prepetition Bank Credit Facility is also
secured by substantially all of the personal property of UA, UATC, UAR, UAP I, and UAP II. The Prepetition Bank Credit Facility is also secured by an Intercompany Note, pursuant to which UATC is
obligated to pay to UA the principal amount, plus interest, of any amounts that UA loans to UATC from the proceeds of that Facility.



In
April, 1998, at the same time that it entered into the Prepetition Bank Credit Facility, UA issued the Fixed Rate Notes, which are $225 million of 9.75% unsecured senior
subordinated notes due April 15, 2008, pursuant to the Fixed Rate Note Indenture, an indenture dated April 28, 1998 between UA and State Street Bank and Trust Company of Missouri, N.A.,
as the Fixed Rate Note Indenture Trustee. In April, 1998, UA also issued the Floating Rate Notes, which are $50 million of three month LIBOR plus 4.375% unsecured senior subordinated notes,
pari passu, due October 15, 2007 pursuant to the Floating Rate Note Indenture, an indenture dated April 21, 1998 between UA and State Street Bank and Trust Company of Missouri, N.A., as
the Floating Rate Note Indenture Trustee. The Fixed Rate Notes and the Floating Rate Notes (collectively, the "Subordinated Notes") are subordinate to the Claims under the Prepetition Bank Credit
Agreement.



On
December 13, 1995, UATC entered into a leveraged lease financing transaction, pursuant to which it obtained "off balance sheet" financing for thirty-one movie
theatres that it currently operates (the "Leveraged Lease Financing Transaction"). In connection with the Leveraged Lease Financing Transaction, UATC conveyed title to those theatres (a) to an
Owner Trust for an estate of twenty-one years and (b) to a Remainder Trust for the remainder, upon the expiration of the estate of twenty-one years. UATC received the
sale proceeds from the conveyance of those theatres and also executed a lease, dated December 13, 1995 (the "Lease") with the Owner Trust pursuant to which UATC would occupy and operate those
theatres until January 12, 2017, with an option to extend the Lease for two additional periods of five years each.

The
Owner Trust funded its purchase of the thirty-one theatres by receiving an equity investment of $8,577,459 from third-party investors and obtaining a 9.30% mortgage loan
of $116,753,000 from Fleet National Bank of Connecticut, not individually, but as a corporate indenture trustee for an indenture trust who sold pass-through certificates to investors on
the open market pursuant to that trust. The Fleet mortgage loan, which matures on July 1, 2015, is secured in part by a first mortgage on the Owner Trust's and the Remainder Trust's interests
in each of the thirty-one theatres as well as an assignment of all of the Owner Trust's right, title, and interest in the Lease. On or about June 30, 1997,

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State Street Bank and Trust Company purchased substantially all the corporate trust business of Fleet National Bank, including all of its rights under the Leveraged Lease Financing Transaction.
Accordingly, State Street Bank serves as indenture trustee under the Leveraged Lease Financing Transaction.

On
or about November 8, 1996, UATC entered into a sale-leaseback transaction, pursuant to which UATC sold five movie theatres to Theatre Investors II, LLC for
$22,854,379 and leased back those theatres pursuant to a lease that terminates in 2017, with two options to renew to November 7, 2026. Moreover, on or about December 15, 1997, UATC entered into
another sale-leaseback transaction, pursuant to which UATC sold two movie theatres to Park Meadows Business Trust for $18,130,643 and leased back those theatres pursuant to a lease that
terminates in 2019, with two options to renew to December 31, 2029.

9.    Prepetition Restructuring Activities

In
1997, United Artists instituted a program called "Project Clean-Up," which was partially in response to the increase in the number of United Artists' unprofitable theatre
leases caused by the development of new theatres by United Artists' competitors. Project Clean-Up complemented United Artists' capital reinvestment program described above. Under Project
Clean-Up, United Artists began (a) terminating leases for unprofitable theatres that could not compete with the new multiplex and megaplex stadium theatres and (b) selling
real estate underlying theatres that had higher values for uses other than theatres. The intent of Project Clean-Up was to (i) improve United Artists' cash flow by eliminating
non-performing theatres, (ii) enable United Artists to focus its management on the more productive parts of United Artists' asset base, and (iii) improve market perception of
United Artists' asset base.

By
1999, United Artists had reduced its total number of theatres and screens from their 1995 levels of approximately 406 theatres having 2,310 screens (an 8.3% market share of total
screens) to 283 theatres having 2,018 screens (a 5.4% market share of total screens). These dispositions resulted in approximately $51 million of net sale proceeds and the elimination of
approximately $12.7 million of annual negative cash flow. Moreover, United Artists reduced its general and administrative costs from $35.1 million in 1996 to $24.3 million,
$23.4 million, and $22.6 million in 1997, 1998, and 1999, respectively. It is currently estimated that United Artists' fiscal 2000 general and administrative costs will be approximately
$21.5 million.

Unfortunately,
the sale or closing of some of United Artists' theatres under Project Clean-Up has not occurred quickly enough to enable United Artists to support its debt
service adequately. During early 2000, United Artists began to face serious liquidity problems caused by its declining cash flow and significant debt burden. In 1999, cash flow already had declined to
$66.1 million and resulted in an interest coverage ratio of 0.99, compared to cash flow and an interest coverage ratio of $91.9 million and 1.69, respectively, in 1998.

Beginning
in the latter part of 1999, United Artists has attempted to accelerate the disposition of theatres under Project Clean-Up by devoting more of its internal resources
to that project as well as employing the services of outside disposition specialists. Although the rate of disposition has increased, it has not been enough to significantly ease United Artists'
liquidity problems. Consequently, United Artists has been unable to satisfy all of its obligations in a timely manner, which has resulted in additional drains on United Artists' limited resources,
such as lease litigation with landlords.

Due
in part to United Artists' continued liquidity problems and its use of asset sale proceeds from Project Clean-Up to fund on-going operations, on or about
April 12, 2000, the lenders under the Prepetition Bank Credit Facility declared a payment default under that Facility and, as permitted by the Indentures, blocked the payment of interest to the
Holders of the Subordinated Notes. As a result, on April 15, 2000, UA was unable to make a $12.3 million interest payment to the Holders of the

12

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Subordinated Notes. Moreover, since May 4, 2000, UA was unable to make timely interest payments under the Prepetition Bank Credit Facility until, as explained below, shortly before the
Petition Date.

10.    Negotiations and Lock-Up Agreements with the Prepetition Lenders

In
anticipation of a potential restructuring, in March, 2000, the Debtors retained Kirkland & Ellis and Houlihan Lokey Howard & Zukin to assist it with the development of a
restructuring plan. In April, 2000, the Debtors began extensive, arm's length negotiations with an ad hoc committee comprised of the Bank of America and certain of the Prepetition Lenders (i.e.,
Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens, Waterfall") and Van Kampen Investment Advisory Corp. ("Van Kampen") (collectively, the "Working Group"), together with all of the
parties' respective legal and financial advisors, concerning a consensual restructuring of the Prepetition Bank Credit Facility. Subsequently, E.N. Investment Company ("ENIC"), a subsidiary of The
Anschutz Corporation, became a Holder of approximately $92,153,153.73 of Claims under the Prepetition Bank Credit Facility, and began participating in the negotiations with the Debtors concerning a
consensual restructuring of that Facility. In August, 2000, the Debtors, Bank of America, and certain of the Prepetition Lenders representing 98.08% of the total principal amount outstanding, and
83.33% in number of holders, under the Prepetition Bank Credit Facility (including ENIC, Morgens, Waterfall, and Van Kampen), marked the culmination of their negotiations by executing
Lock-Up, Voting, and Consent Agreements (collectively, the "Bank Lock-Up Agreements"), copies of which are contained in the Plan Supplement. The remaining Prepetition Lenders,
which consist of Putnam Diversified Income Trust, Putnam High Yield Managed Fund, Putnam High Yield Trust II, and Putnam High Yield Total Return Fund (collectively, the "Putnam Entities") did not
execute the Bank Lock-Up Agreements, but have given written
directions to their agent to vote with the majority of the Prepetition Lenders on any issue relating to the Prepetition Bank Credit Facility.

The
Bank Lock-Up Agreements provide a framework for the consensual restructuring of the Debtors' obligations through a Chapter 11 bankruptcy case and plan of reorganization.
The Bank Lock-Up Agreements specify, in part, the treatment to be provided to each general class of the Debtors' creditors under the Plan in a Term Sheet attached to and incorporated by
the Bank Lock-Up Agreements (the "Term Sheet"). Under the Bank Lock-Up Agreements, the Debtors, upon the commencement of the Chapter 11 Cases, committed themselves to filing
the Plan and Disclosure Statement consistent with the Term Sheet. Those Prepetition Lenders who signed the Bank Lock-Up Agreements committed themselves, among other things: (a) to
support and vote for the Plan so long as it was consistent with the Term Sheet (subject to compliance with all applicable solicitation procedures and other requirements under the Bankruptcy Code);
(b) to forbear from exercising any rights or remedies they may have under the Prepetition Bank Credit Facility and all related documents, applicable law, or otherwise, regarding any existing
default under the Facility. As a result of the Bank Lock Up Agreements and the Putnam entities' irrevocable voting instructions previously discussed, the Debtors have the support of 100% of their
Prepetition Lenders.

The
Bank Lock-Up Agreements in essence also required the Debtors to pay any due and payable interest and letter of credit and commitment fees (subject to certain exceptions
contained in the Bank Lock-Up Agreements) and all accrued professional fees and expenses of ENIC, Bank of America, and the Working Group (collectively, the "Prepetition Bank Credit
Facility Fees"), when the Debtors, Bank of America, and certain of the Prepetition Lenders representing at least 662/3% of the total principal amount outstanding, and more than 50% in
number of holders, under the Prepetition Bank Credit Facility (including ENIC), executed the Bank Lock-Up Agreements. The Bank Lock-Up Agreements further required the Debtors
to remain current, and obtain all necessary approvals to remain current, on such Prepetition Bank Credit Facility Fees on the Petition Date. In accordance with the Bank Lock-Up Agreements,
prior to the Petition Date, the Debtors did in fact pay all due and payable interest and letter of credit and commitment fees under the Prepetition Bank Credit Facility.

13

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The
Bank Lock-Up Agreements remain in effect and binding upon the signatories thereto until the earlier of (a) the Debtors' failure to file a plan of reorganization
consistent with the terms of the Term Sheet and the Bank Lock-Up Agreements on or before October 31, 2000 (the Plan having been filed on September 5, 2000), (b) the
Prepetition Lenders' receipt of notice from the Debtors that they cannot provide for the economic treatment of the Claims under the Prepetition Bank Credit Facility in a plan of reorganization in
accordance with the Bank Lock-Up Agreements and Term Sheet, (c) the filing by the Debtors of a plan which does not provide for the economic treatment of Claims under the Prepetition
Bank Credit Facility in accordance with the Bank Lock-Up Agreements and Term Sheet, (d) the Bankruptcy Court's denial of Confirmation of the Plan and the Debtors' failure to
file a new or amended Plan in accordance with the Bank Lock-Up Agreements and Term Sheet within thirty (30) days thereafter; or (e) one year from the date of the Bank
Lock-Up Agreements.

In
anticipation of a potential bankruptcy case, UAPH II, which holds approximately 67% of the preferred stock and 95% of the common stock Mamaroneck, called a Mamaroneck shareholders'
meeting. UAPH II previously had voted in favor of a shareholders' resolution to dissolve Mamaroneck pursuant to state law. UAPH II called the new shareholders' meeting to consider a resolution
authorizing Mamaroneck's board of directors to liquidate, dissolve, and/or wind up Mamaroneck, pursuant to state or federal law, as the board in the exercise of its discretion saw fit. On or about
August 22, 2000, a meeting of Mamaroneck's shareholders was held, upon due and proper notice, and the requisite number of shareholders voted in favor of the proposed resolution.

11.    Negotiations and Lock-Up Agreements with the Subordinated Noteholders

In
early August, 2000, the Debtors also commenced arm's length negotiations with an ad hoc committee of holders of the Subordinated Notes, including Apollo Advisors, Trentex Capital
Management, Goldentree Asset Management, Putnam Investments and IDS, together with the parties' respective legal and financial advisors (the "Prepetition Subordinated Noteholder Committee"), regarding
the terms of the Debtors' consensual restructuring. The Subordinated Noteholder Committee retained Milbank, Tweed, Handley & McCloy ("Milbank") as its legal advisor and Chanin Kirkland Messina
LLC ("Chanin") as its financial advisor. The Debtors also entered into a letter agreement, dated July 5, 2000, with Milbank pursuant to which the Debtors agreed to pay the reasonable legal fees
and expenses of Milbank in connection with its representation of the Prepetition Subordinated Noteholder Committee. As compensation for Milbank's services, the Debtors agreed to provide Milbank with
an initial fee reserve of $25,000 to be applied against fees and expenses to be incurred in connection with Milbank's representation of the Prepetition Subordinated Noteholder Committee. The letter
agreement is terminable at will by either the Debtors or Milbank on certain conditions set forth therein. The Debtors also entered into a letter agreement, dated July 31, 2000, with Chanin,
pursuant to which, among other things, the Debtors agreed to pay to Chanin certain fees in connection with Chanin's rendering of financial advisory services to the Prepetition Subordinated Noteholder
Committee in connection with the Debtors' proposed restructuring. As compensation for these services, the Debtors agreed to pay Chanin, beginning August 1, 2000, $150,000 per month for the
first month, and $100,000 per month thereafter. The Chanin letter agreement is terminable at will by either the Debtors or Chanin on certain conditions set forth therein.

The
Debtors engaged in approximately two months of good faith, arm's length negotiations regarding a consensual restructuring with an ad hoc committee of the Subordinated Noteholders,
together with that committee's attorneys and financial advisors, whose fees were paid for by the Debtors. On Friday afternoon, September 1, 2000, three Subordinated Noteholders (the
"Petitioning Creditors") commenced an involuntary bankruptcy case against "United Artists Theater Company," in the United States Bankruptcy Court for the Northern District of Texas in an apparent
attempt to file an involuntary bankruptcy case against the Debtors' holding company, United Artists Theatre Company.In re United Artists Theater Co.(Case No. 200-35637) (Bankr. N.D. Tex.
Sept. 1, 2000) (the "Involuntary Case").

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On
or about September 5, 2000, the Debtors and certain of the Subordinated Noteholders representing at least 662/3% of the total principal amount outstanding under
the Subordinated Notes reached an agreement regarding a consensual restructuring and executed Lock-Up, Voting, and Consent Agreements (collectively, the "Subordinated Noteholder
Lock-Up Agreements"). Among other things, the Subordinated Noteholder Lock-Up Agreements reflect the respective signatories' support for, and intention to vote in favor of, the
Plan in accordance with the Bank Lock-Up Agreements, subject to compliance with all applicable solicitation procedures and other requirements under the Bankruptcy Code. The Subordinated
Noteholder Lock-Up Agreements essentially provide: (a) for the Holders of Subordinated Note Claims to receive the New UA Warrants, as defined in the Plan; and (b) for the
Debtors to pay the legal and financial advisory fees of the Prepetition Subordinated Noteholders' Committee in accordance with the specific terms of the Lock-Up Agreements.

12.    Negotiations with Unsecured Creditors

The
Debtors were unable to approach their general unsecured creditors before the Petition Date due to the numerosity and unidentified nature of a significant portion of those claims.
Nevertheless, at that time the Debtors hoped and anticipated that they would be able to obtain the support of their general unsecured creditors for the Plan, which provides for a distribution to those
creditors greater than what those creditors would receive in a Chapter 7 case. As discussed below, after commencing the Chapter 11 Cases, the Debtors and the Trade Subcommittee of the Official
Committee of Unsecured Creditors entered into good faith, arms-length negotiations concerning the treatment of Holders of Allowed Unsecured Class 2F Claims under the Plan. On or
about December 6, 2000, the Debtors and the Trade Subcommittee reached an agreement regarding the Plan's treatment of such Holders of Allowed Unsecured Class 2F Claims and as a result
executed the United Artists Theatre Company/Trade Subcommittee of the Official Committee of Unsecured Creditors Proposed Restructuring Term Sheet (the "Trade Subcommittee Term Sheet," a copy of which
is contained in the Plan Supplement). The Plan has been amended to incorporate this agreement and the terms in the Term Sheet. The Trade Subcommittee Term Sheet essentially sets forth certain
modifications to the terms of the Plan including: (1) the treatment of Unsecured Claims of UATC, including Unsecured Claims arising from UATC's rejection of certain unexpired leases under
Section 502(b)(6) of the Bankruptcy Code; (2) the method of the Debtors' determination of those unexpired leases and executory contracts which they intend to assume, assume and assign or
reject pursuant to the Plan; and (3) certain agreements regarding certain avoidance actions to be brought by the Debtors. The Trade Subcommittee Term Sheet also obligates the Trade Subcommittee
to, among other things, (i) not consent to, provide any support to, participate in the formulation of, or vote on any plan of reorganization, other than the Plan; and (ii) use its best
efforts to cause the Committee and the Trade Subcommittee to take all actions in their reasonable discretion to achieve confirmation and consummation of the Plan.

13.    The Petition Date

On
September 5, 2000, the Petition Date, each of the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. As discussed
below, on or about September 6, 2000, the Debtors reached an agreement with the Petitioning Creditors with respect to the Involuntary Case. The Debtors and the Petitioning Creditors agreed, in
pertinent part, to transfer the Involuntary Case to the United States District Court for the District of Delaware. On September 7, 2000, the Bankruptcy Court entered an order procedurally
consolidating the Chapter 11 Cases for
administrative purposes only. Since the Petition Date, the Debtors have continued to operate their businesses and manage their properties as debtors-in-possession pursuant to
Section 1107 and 1108 of the Bankruptcy Code. Additional post-filing developments are discussed in Article XIII of the Disclosure Statement.

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D.    Components of the Plan; Treatment of Classes of Claims and Equity Interests

The Debtors commenced the Chapter 11 Cases after it became apparent that their previous efforts would be unable to address their liquidity needs timely and
sufficiently. The purpose of the Plan is to restructure the Debtors' current lending facilities to provide the Debtors with the ability to emerge from bankruptcy with the liquidity needed to move
forward in their business activities. The Debtors believe that the reorganization contemplated by the Plan is in the best interests of their Creditors and Equity Holders. If the Plan is not confirmed,
the Debtors believe that they will be forced to either file an alternate plan of reorganization or liquidate under Chapter 7 of the Bankruptcy Code. In either event, the Debtors believe that Holders
of General Unsecured Claims, Subordinated Notes, and Equity Interest Holders would realize a less favorable distribution of value, if any, for their Claims or Equity Interests, than under this Plan
proposed by the Debtors.Seethe "Liquidation Analysis" contained in Article III.A below.

1.    Purpose

The
principal purpose of the Plan is to provide the Debtors with the liquidity necessary to stabilize the Reorganized Debtors and to allow them to continue their respective businesses.
This is accomplished as follows.

2.    Treatment of Prepetition Lenders

As
previously discussed, the Plan incorporates the terms of the Bank Lock-Up Agreements. The Bank Lock-Up Agreements require each Prepetition Lender to make
knowing, voluntary, and irrevocable election to be treated under the Plan as a Debt Elector or an Equity Elector. Under the Bank Lock-Up Agreements, each Prepetition Lender will
irrevocably be treated as a Debt Elector unless that Lender has made an affirmative, irrevocable election in writing to be treated as an Equity Elector under the Plan on or before August 29,
2000.

Under
the Plan (as described more fully herein) and in accordance with the Bank Lock-Up Agreements, the Equity Electors will receive, in the aggregate, on or as soon as
practicable after the Effective Date,
in full and complete satisfaction of its Claims under the Prepetition Bank Credit Facility, a Pro Rata distribution of (a) approximately 20% of New UA Common Stock, (b) $57,000,000 in
zero dividend perpetual New UA Convertible Preferred Stock with the right to convert to New UA Common Stock at a $6.25 strike price, and (c) Equity Elector Warrants to acquire New UA Common
Stock at a $10.00 strike price for seven years. In the Bank Lock-Up Agreements, Anschutz (through ENIC) has committed itself to be United Artists' "equity sponsor" and has elected to be
treated as an Equity Elector on account of all of its Claims under the Prepetition Bank Credit Facility. However, the Bank Lock-Up Agreements provide that if the aggregate amount of
Prepetition Bank Credit Facility Claims of Prepetition Lenders electing to be treated as Equity Electors under the Plan (including ENIC) exceed $100,000,000, then Anschutz (and thereby ENIC) have the
sole and absolute discretion to render void its obligations under the Bank Lock-Up Agreements.

Under
the Plan (as described more fully herein) and in accordance with the Lock-Up Agreements, each Debt Elector will receive Pro Rata note interests in a restructured
Prepetition Bank Credit Facility with a principal amount set at the equivalent of 72.5% of the aggregate amount of Claims of the Debt Electors under the Prepetition Bank Credit Facility, with a
maturity date four years from the Confirmation Date, secured by substantially all of the assets of UA, UATC, UAR, UAP I, and UAP II (with a pledge by UAPH II to use all commercially reasonable efforts
to pledge the stock in all of its subsidiaries) (the "Restructured Bank Credit Facility"). The Debt Electors will also receive in the aggregate approximately 80% of the New UA Common Stock, which is
subject to dilution as set forth in the Plan. Bank of America (or its assignee) will also receive certain New UA Warrants to be held in trust for the benefit of the Debt Electors (or their assignees),
to be distributed as described in the Plan.

16

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The Restructured Bank Credit Agreement is also subject to other terms and limitations set forth in the Bank Lock-Up Agreements, as contained in the Term Sheet including,
among other things: (a) maximum capital expenditure limitations of (i) $30 million for the year 2000, (ii) $50 million for each year thereafter (excluding any unused
carry-over from the prior year only), and (iii) $10 million in unused carry-over from the prior year; (b) limitations on additional indebtedness exceeding
(i) $5,000,000 in the aggregate for borrowed money, capital lease obligations, and related to required rate contracts, on an unsecured or secured (relating to capital expenditures only) basis
and (ii) $25,000,000 for borrowed money or preferred stock from Anschutz or its affiliates, provided that, among other things, such indebtedness is subordinate to the Restructured Bank Credit
Facility; and (c) the mutual release of certain parties, as set forth more fully in Article IX.B of the Disclosure Statement. The Bank Lock-Up Agreements also provide for a
$1,000,000 fee to be paid in Cash to Bank of America on the Confirmation Date, to be held in trust for the benefit of the Working Group and ENIC in consideration for their efforts in the consensual
restructuring of the Debtors' obligations (the "Working Group Fee").

3.    DIP Financing and Cash Collateral

In
the Bank Lock-Up Agreements, the signatories thereto recognized that the Debtors need a debtor in possession credit facility in an amount not to exceed $25,000,000 to
satisfy their liquidity needs during the Chapter 11 Cases (the "DIP Facility"). The Bank Lock-Up Agreements require each Prepetition Lender who elects to be treated as an Equity Elector to
participate in and film its Pro Rata portion of the DIP Facility. The Bank Lock-Up Agreements also require a majority of those Prepetition Lenders who are parties thereto to consent to the
granting of priming liens in favor of the DIP Facility lenders. The Lock-Up Agreements also require that, as a condition to the Debtors' use of the Prepetition Lenders' cash collateral and
the Prepetition Lenders' consent to have their Claims under the Prepetition Bank Credit Facility primed, the Debtors shall, among other things, (a) make monthly adequate protection payments
equal to the amount of non-default contract interest under the Prepetition Bank Credit Facility, and (b) grant liens on substantially all of their assets, and to the extent such liens are
junior to any liens, such liens are junior only to the DIP Facility priming liens and any valid, non-avoidable prepetition liens held by third parties.

In
conjunction with the filing of this Plan, the Debtors have sought (and obtained) approval of the DIP Facility with terms consistent with the Bank Lock-Up Agreements. As
set forth in more detail in the DIP Order, the DIP Lenders are entitled to the payment of certain fees and reimbursement of expenses in connection with their respective participation in the DIP
Facility. The DIP Facility will provide the Debtors with the necessary liquidity between the Petition Date and the Effective Date of the Plan.

4.    Exit Facility

The
Debtors anticipate that they will need an exit financing credit facility upon Confirmation of the Plan up to $35,000,000 (the "Exit Facility"). To that end, the signatories to the
Bank Lock-Up Agreements have agreed that the Prepetition Lenders that are signatories thereto consent to the Debtors' receipt of Exit Facility financing on terms and conditions that, among
other things, provide the Exit Facility lender with a first priority lien on the Reorganized Debtors' assets and/or payment on a last-in, first-out basis. On or about
November l0, 2000, the Debtors filed a motion for authority to enter into the Exit Facility with Bankers Trust Company and one or more of its affiliates (collectively, "BTCo") on terms and
conditions substantially in the form of the Term Sheet (the "Exit Facility Term Sheet") attached as Annex A to an Exit Facility commitment letter with BTCo (the "Exit Facility Commitment Letter," a
copy of which is contained in the Plan Supplement). The Exit Facility will essentially consist of a revolving credit facility of up to $35 million, with a $10 million
sub-limit for letters of credit. Deutsche Bank Securities, Inc., an affiliate of BTCo, may arrange for other banks, financial institutions, and other "accredited investors" to
provide a portion of the Exit Facility, and

17

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BTCo will act as administrative agent for such lenders under the Exit Facility. A hearing on the Debtors' motion is scheduled for December 8, 2000. If the motion is approved, the Debtors will
have the authority to take certain actions, including, but not limited to (i) the execution of the Exit Facility Commitment letter, and (ii) the making of any required payments and
indemnifications necessary during the course of the Chapter 11 Cases, as set forth in the Exit Facility Commitment Letter.

5.    Treatment of Claims and Interests

The
Plan, in accordance with the terms of the Bank Lock-Up Agreements, also provides for and discusses the treatment, satisfaction and payment of other Claims against the
Debtors, including but not limited to: (a) General Unsecured Claims, including but not limited to Claims of landlords, who shall receive a Pro Rata distribution of an aggregate Cash payment and
certain Preference Litigation Proceeds, and a promissory note, all described more fully herein, (b) Claims of Professionals, who shall be paid in full pursuant to orders of the Bankruptcy Court
and with funds set aside as appropriate "carve outs" (which includes a requirement in Article VII.J of the Plan that the Reorganized Debtors deposit Cash into a Professional Escrow Account in an
amount reasonably sufficient to pay all Accrued Professional Compensation that has accrued as of the Effective Date;provided, however, that such Cash
will be used to satisfy Claims of Professionals only pursuant to further order of the Bankruptcy Court); (c) the Claims of Holders of Subordinated Notes, who will receive the New UA Warrants as
described in the Plan; and (d) Intercompany Claims, which shall essentially be paid in full in the ordinary course of business. The Claims of film studios and other critical trade vendors will
already have been assumed and paid in full in the ordinary course of the film exhibition and distribution industry pursuant to an order of the Bankruptcy Court.

6.    Management Equity

The
Plan, in accordance with the terms of the Bank Lock-Up Agreements, also authorizes New UA to provide for Kurt C. Hall to continue as President and Chief Executive Officer
of the Reorganized Debtors along with a management team selected by Mr. Hall, subject to approval by the relevant Reorganized Debtor's board of directors, which shall consist of seven members
(two nominated by the Debt Electors, four nominated by ENIC, and the Debtors' Chief Executive Offer). The Lock-Up Agreements also provide that existing management employment agreements for
certain executive managers shall be assumed and modified under the Plan to provide for mutual releases between such executive managers and the Reorganized Debtors. The Lock-Up Agreements
also provide that 1,780,000 shares of New UA's Common Stock will be reserved for stock option grants to existing management executives, which shall dilute existing New UA Common Stock and be vested as
follows: 10% upon the Effective Date; 10% on the one-year anniversary after the Effective Date; and 20% on each of the second through fifth one-year anniversaries after the
Effective Date. The Plan, in accordance with the Bank Lock-Up Agreements, also provides that a New UA's shareholder's agreement will incorporate up to 761,111 stock options to be reserved
for future grants to management by New UA's board of directors, adjusted upward for the dilution effect of certain other warrants, with a strike price to be determined by New UA's board of directors.

7.    Funding the Plan

On
the Effective Date, the Plan provides for two sources of new liquidity. First, the existing Prepetition Bank Credit Facility will be refinanced by the Restructured Bank Credit
Facility, subject to the terms and conditions of the Bank Lock-Up Agreements. The Restructured Bank Credit Facility will be secured by liens on substantially all of the Reorganized
Debtors' assets (other than those subject to preexisting mortgages and other liens) and will be on terms and conditions customary for a facility of this type. Second, on or after the Effective Date,
the Debtors will receive the $35 million Exit Facility. The Exit Facility will be available for the working capital and general corporate purposes of the Debtors and will also be secured by
liens on substantially all of the Reorganized Debtors' assets (other than those subject to preexisting mortgages and other liens held by third parties prior to the Petition

18

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Date or created pursuant to the Plan) and will be on terms and conditions customary for a facility of this type.

8.    No Substantive Consolidation

The
Debtors are not being substantively consolidated under the Plan. Thus, except as otherwise provided in the Plan, any Claim against one of the Debtors will be satisfied solely from
the cash and assets of such Debtor. Separate Classes have been established for each of the Debtors.

9.    Classification of Claims

The
classification of Claims and Equity Interests against the Debtors pursuant to this Plan is as follows:

UNITED ARTISTS THEATRE COMPANY

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1A    |  | consists of all Claims against UA accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                                       
|1B    |  | consists of all Claims against UA arising from or relating to the Prepetition Bank Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1C    |  | consists of all Secured Claims against UA other than Bank Claims classified in Class 1B. A Secured Claim against UA is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any
property in which UA or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but
only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UA or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the
Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|1D    |  | consists of all Intercompany Claims against UA. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1E    |  | consists of all General Unsecured Claims against UA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|IF    |  | consists of the Equity Interests in UA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

19

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UNITED ARTISTS THEATRE CIRCUIT, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2A    |  | consists of all Claims against UATC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2B    |  | consists of all Claims against UATC arising from or relating to the Prepetition Bank Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2C    |  | consists of all Secured Claims against UATC other than the Bank Claims classified in Class 2B. A Secured Claim against UATC is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on
any property in which UATC or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law,
but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UATC or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of
the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|2D    |  | consists of the UA Note Claim against UATC. The UA Note Claim is all Claims of UATC arising from or relating to the Intercompany Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2E    |  | consists of all Intercompany Claims against UATC. An intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2F    |  | consists of all General Unsecured Claims against UATC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2G    |  | consists of all Equity Interests in UATC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

UNITED ARTISTS REALTY COMPANY

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3A    |  | consists of all Claims against UAR accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                                              
|3B    |  | consists of all Claims against UAR arising from or relating to the Prepetition Bank Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3C    |  | consists of all Secured Claims against UAR other than the Bank Claims classified in Class 3B. A Secured Claim against UAR is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on
any property in which UAR or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law,
but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UAR or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of
the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|3D    |  | consists of all Intercompany Claims against UAR. An Intercompany Claim is a Claim of any Debtor or a Subsidiary against any other Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3E    |  | consists of all General Unsecured Claims against UAR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3F    |  | consists of all Equity Interests in UAR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

20

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UNITED ARTISTS PROPERTIES I CORP.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4A    |  | consists of all Claims against UAP I accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4B    |  | consists of all Claims against UAP I arising from or relating to the Prepetition Bank Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4C    |  | consists of all Secured Claims against UAP I other than the Bank Claims classified in Class 4B. A Secured Claim against UAP I is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien
on any property in which UAP I or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy
law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UAP I or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section
506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|4D    |  | consists of all Intercompany Claims against UAP I. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4E    |  | consists of all General Unsecured Claims against UAP I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4F    |  | consists of all Equity Interests in UAP I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

UNITED ARTISTS PROPERTIES II CORP.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5A    |  | (consists of all Claims against UAP II accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority "Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5B    |  | consists of all Claims against UAP II arising from or relating to the Prepetition Bank Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5C    |  | consists of all Secured Claims against UAP II other than the Bank Claims classified in Class 5B. A Secured Claim against UAP II is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a
lien on any property in which UAP II or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable
non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UAP II or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined
pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|5D    |  | consists of all Intercompany Claims against UAP II. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5E    |  | consists of all General Unsecured Claims against UAP II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5F    |  | consists of all Equity Interests in UAP II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

21

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UAB, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6A    |  | consists of all Claims against UAB accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                            
|6B    |  | consists of all Secured Claims against UAB. A Secured Claim against UAB is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UAB or its Estate has an
interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such
Secured Claim Holder's interest in any interest of UAB or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed
under the Plan as a Secured Claim.
|6C    |  | consists of all Intercompany Claims against UAB. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6D    |  | consists of all General Unsecured Claims against UAB.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6E    |  | consists of all Equity Interests in UAB.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

UAB II, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7A    |  | consists of all Claims against UAB II accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation
pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                     
|7B    |  | consists of all Secured Claims against UAB II. A Secured Claim against UAB II is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UAB II or its Estate
has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of
such Secured Claim Holder's interest in any interest of UAB II or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim
Allowed under the Plan as a Secured Claim.
|7C    |  | consists of all Intercompany Claims against UAB II. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7D    |  | consists of all General Unsecured Claims against UAB II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7E    |  | consists of all Equity Interests in UAB II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

22

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TALLTHE, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8A    |  | consists of all Claims against Tallthe accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                        
|8B    |  | consists of all Secured Claims against Tallthe. A Secured Claim against Tallthe is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which Tallthe or its
Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of
(A) the value of such Secured Claim Holder's interest in any interest of Tallthe or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the
Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|8C    |  | consists of all Intercompany Claims against Tallthe. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8D    |  | consists of all General Unsecured Claims against Tallthe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8E    |  | consists of all Equity Interests in Tallthe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

UA THEATRE AMUSEMENTS, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9A    |  | consists of all Claims against UATA accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                               
|9B    |  | consists of all Secured Claims against UATA. A Secured Claim against UATA is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UATA or its Estate has
an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value
of such Secured Claim Holder's interest in any interest of UATA or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or
(ii) a Claim Allowed under the Plan as a Secured Claim.
|9C    |  | consists of all Intercompany Claims against UATA. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9D    |  | consists of all General Unsecured Claims against UATA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9E    |  | consists of all Equity Interests in UATA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

23

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UA INTERNATIONAL PROPERTY HOLDING, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10A   |  | consists of all Claims against UAIPH accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                  
|10B   |  | consists of all Secured Claims against UAIPH. A Secured Claim against UAIPH is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UAIPH or its Estate
has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the
value of such Secured Claim Holder's interest in any interest of UAIPH or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code;
or (ii) a Claim Allowed under the Plan as a Secured Claim.
|10C   |  | consists of all Intercompany Claims against UAIPH. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10D   |  | consists of all General Unsecured Claims against UAIPH.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10E   |  | consists of all Equity Interests in UAIPH.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

UA PROPERTY HOLDING II, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11A   |  | consists of all Claims against UAPH II accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                     
|11B   |  | consists of all Secured Claims against UAPH II. A Secured Claim against UAPH II is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UAPH II or its
Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of
(A) the value of such Secured Claim Holder's interest in any interest of UAPH or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the
Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|11C   |  | consists of all Intercompany Claims against UAPH II. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11D   |  | consists of all General Unsecured Claims against UAPH II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11E   |  | consists of all Equity Interests in UAPH II.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

24

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UNITED ARTISTS INTERNATIONAL MANAGEMENT COMPANY

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12A   |  | consists of all Claims against UAIMC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                  
|12B   |  | consists of all Secured Claims against UAIMC. A Secured Claim against UAIMC is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UAIMC or its Estate
has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the
value of such Secured Claim Holder's interest in any interest of UAIMC or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code;
or (ii) a Claim Allowed under the Plan as a Secured Claim.
|12C   |  | consists of all Intercompany Claims against UAIMC. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12D   |  | consists of all General Unsecured Claims against UAIMC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12E   |  | consists of all Equity Interests in UAIMC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

BETH PAGE THEATRE CO. INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13A   |  | consists of all Claims against BPTC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                               
|13B   |  | consists of all Secured Claims against BPTC. A Secured Claim against BPTC is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which BPTC or its Estate has
an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value
of such Secured Claim Holder's interest in any interest of BPTC or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a
Claim Allowed under the Plan as a Secured Claim.
|13C   |  | consists of all Intercompany Claims against BPTC. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|13D   |  | consists of all General Unsecured Claims against BPTC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13E   |  | consists of all Equity Interests in BPTC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

25

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UNITED FILM DISTRIBUTION COMPANY OF SOUTH AMERICA

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14A   |  | consists of all Claims against UFDC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                               
|14B   |  | consists of all Secured Claims against UFDC. A Secured Claim against UFDC is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UFDC or its Estate has
an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value
of such Secured Claim Holder's interest in any interest of UFDC or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or
(ii) a Claim Allowed under the Plan as a Secured Claim.
|14C   |  | consists of all Intercompany Claims against UFDC. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|14D   |  | consists of all General Unsecured Claims against UFDC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14E   |  | consists of all Equity Interests in UFDC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

U.A.P.R., INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15A   |  | consists of all Claims against UAPR accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                               
|15B   |  | consists of all Secured Claims against UAPR. A Secured Claim against UAPR is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which UAPR or its Estate has
an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value
of such Secured Claim Holder's interest in any interest of UAPR or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or
(ii) a Claim Allowed under the Plan as a Secured Claim.
|15C   |  | consists of all Intercompany Claims against UAPR. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15D   |  | consists of all General Unsecured Claims against UAPR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|15E   |  | consists of all Equity Interests in UAPR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

26

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KING REAVIS AMUSEMENT COMPANY

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16A   |  | consists of all Claims against KRAC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                               
|16B   |  | consists of all Secured Claims against KRAC. A Secured Claim against KRAC is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which KRAC or its Estate has
an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value
of such Secured Claim Holder's interest in any interest of KRAC or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or
(ii) a Claim Allowed under the Plan as a Secured Claim.
|16C   |  | consists of all Intercompany Claims against KRAC. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16D   |  | consists of all General Unsecured Claims against KRAC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16E   |  | consists of all Equity Interests in KRAC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

MAMARONECK PLAYHOUSE HOLDING CORPORATION

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17A   |  | consists of all Claims against Mamaroneck accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                                                 
|17B   |  | consists of all Secured Claims against Mamaroneck. A Secured Claim against Mamaroneck is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which Mamaroneck
or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of
(A) the value of such Secured Claim Holder's interest in any interest of Mamaroneck or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the
Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|17C   |  | consists of all Intercompany Claims against Mamaroneck. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|17D   |  | consists of all General Unsecured Claims against Mamaroneck.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17E   |  | consists of all Preferred Stock in Mamaroneck.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17F   |  | consists of all Common Stock in Mamaroneck.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

27

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R AND S THEATRES, INC.

|CLASS |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18A   |  | consists of all Claims against R&S accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including priority employee salary and wage Claims to the extent not paid prior to
Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary and benefits Claims), other than a Priority Tax Claim or an Administrative Expense.                                                                                                                                                                                                                                                                                                                                                                            
|18B   |  | consists of all Secured Claims against R&S. A Secured Claim against R&S is: (i) a Claim held by any person or entity, including a judgment creditor, secured by a lien on any property in which R&S or its
Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of
(A) the value of such Secured Claim Holder's interest in any interest of R&S or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the
Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.
|18C   |  | consists of all Intercompany Claims against R&S. An Intercompany Claim is a Claim by a Debtor or a Subsidiary against a Debtor or its Estate (other than the UA Note Claim or an Equity Interest in any
Debtor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|18D   |  | consists of all General Unsecured Claims against R&S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|18E   |  | consists of all Equity Interests in R&S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

The
Plan provides that Administrative Expenses, Priority Tax Claims, and Claims in Classes 1A, 1C, 1D, 2A, 2C, 2E, 3A, 3C, 3D, 3F, 4A, 4C, 4D, 4E, 4F, 5A, 5C, 5D, 5E, 5F, 6A, 6B, 6C, 6D,
6E, 7A, 7B, 7C, 7D, 7E, 8A, 8B, 8C, 8D, 8E, 9A, 9B, 9C, 9D, 9E, 10A, 10B, 10C, 10D, 10E, 11A, 11B, 11C, 11D, 11E, 12A, 12B, 12C, 12D, 12E, 13A, 13B, 13C, 13D, 13E, 14A, 14B, 14C, 14D, 14E, 15A, 15B,
15C, 15D, 15E, 16A, 16B, 16C, 16D, 16E, 17A, 17B, 17C, 17D, 17E, 17F, 18A, 18B, 18C, 18D, and 18E will be paid in full or retain all rights relating to such Claims.

Class 2B
consists of all Bank Claims against UATC arising from or relating to the Prepetition Bank Credit Facility. Under the Plan, each Holder of an Allowed Class 2B Claim
shall irrevocably be treated as a Debt Elector unless such Holder has made an affirmative, irrevocable election in writing to be treated as an Equity Elector under the Plan on or before
August 29, 2000. On or as soon as practicable after the Effective Date, in full and complete satisfaction of all Class 2B Claims and in accordance with the terms in the
Lock-Up Agreements, (i) each Debt Elector shall receive a Pro Rata distribution of (A) the Restructured Bank Credit Agreement Note Interests and (B) the Debt Electors'
New UA Common Stock and (ii) Bank of America shall receive the New UA Warrants, to be distributed as described in the Plan. On or as soon as practicable after the Effective Date, in full and
complete satisfaction of all Class 2B Claims and in accordance with the terms in the Lock-Up Agreements, each Equity Elector shall receive a Pro Rata distribution of (i) the
Equity Electors' New UA Common Stock, (ii) the New UA Convertible Preferred Stock, and (iii) the Equity Elector Warrants;provided,
however, that if any Equity Elector does not fund its required portion of the DIP Facility in accordance with the terms of that Facility and the DIP Order, such Equity Elector
shall be deemed a Debt Elector for all purposes under the Plan and in connection with the Chapter 11 Cases and shall have no ability to cure such failure to fund its portion of the DIP
Facility. Class 2B is impaired, and approval of the Plan by
Holders of at least two-thirds in amount and more than one-half in number of Class 2B Claims is required for the Plan to be confirmed.

Holders
of Bank Claims in Classes 1B, 3B, 4B, and 5B will receive the same treatment afforded to Holders of Class 2B Claims.

28

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Holders of Secured Claims, including Other Secured Claims, in Classes 1C, 2C, 3C, 4C, 5C, 6B, 7B, 8B, 9B, lOB, 11B, 12B, 13B, 14B, 15B, 16B, 17B, and 18B will have their legal, equitable
and contractual rights unaltered by the Plan.

Holders
of Intercompany Claims in Classes 1D, 2E, 3D, 4D, 5D, 6C, 7C, SC, 9C, 10C, 11C 12C, 13C, 14C, 15C, 16C, 17C, and 18C shall retain such Claims and all rights, interests, and
obligations related thereto.

Holders
of General Unsecured Claims in Class 1E shall receive no distribution directly from the Debtors under the Plan. Holders of General Unsecured Claims in Class 2F will
receive Pro Rata distributions of the Unsecured Claim Distribution Amount, Class 2F Promissory Notes, and the Preference Litigation Proceeds. Holders of General Unsecured Claims in Classes 3E,
4E, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, and 18D will be paid in full under the Plan in the form of a Promissory Note in the amount of such Allowed Claim,

Holders
of Equity Interests in Classes 1F and 2G shall receive no distribution from the Debtors under the Plan. Holders of Equity Interests in Classes 3F, 4F, 5F, 6E, 7E, 8E, 9E, 10E,
11E, 12E, 13E, 14E, 15E, 16E, and 18E shall retain their Interests in the relevant Reorganized Debtor. Holders of Equity Interests in Class 17E shall receive the Mamaroneck Preferred Stock
Payment, and Holders of Equity Interests in Class 17F shall receive a Pro Rata distribution of all liquidated assets of Mamaroneck after Mamaroneck makes all distributions to Holders of
Class 17A, 17B, 17C, 17D, and 17E.

10.    Treatment of ClassesThe following tables summarize the classification of Claims, projected aggregate
amounts of such Class Claims as of the Voting Record Date that are not disputed, unliquidated, and contingent, and the projected recovery of such Classes. The assumptions made in determining such
projected recoveries and the risk factors relating to the Plan are contained in Articles III and XIII in the Disclosure Statement, respectively. The treatment of Classes of Claims against the Debtors
is summarized as follows:

UNITED ARTISTS THEATRE COMPANY

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |         | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | ------- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0       |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0       |                   
|Class 1A Claims         |  | Other Priority Claims    |  | $                             | 0       |                   
|Class 1B Claims         |  | Bank Claims              |  | $                             | 446,442 |                   
|Class 1C Claims         |  | Other Secured Claims     |  | $                             | 0       |                   
|Class 1D Claims         |  | Intercompany Claims      |  | $                             | 1,112   |                   
|Class 1E Claims         |  | General Unsecured Claims |  | $                             | 295,535 |                   
|Class 1F Claims         |  | Equity Interests         |  |                               | N/A     |                   

---

29

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UNITED ARTIST THEATRE CIRCUIT, INC.

|Class                   |  | Description                |  | Projected Claims
($ in 000's) |         | Projected Recovery
|----------------------- |  | -------------------------- |  | ----------------------------- | ------- | ------------------
|Unclassified Claims     |  | Administrative Expenses*   |  | $                             | 8,395   |                   
|Unclassified Tax Claims |  | Priority Tax Claims        |  | $                             | 10,537  |                   
|Class 2A Claims         |  | Other Priority Claims      |  | $                             | 0       |                   
|Class 2B Claims         |  | Bank Claims                |  | $                             | 446,442 |                   
|Class 2C Claims         |  | Other Secured Claims       |  | $                             | 2,574   |                   
|Class 2D Claims         |  | UA Note Claim              |  | $                             | 446,442 |                   
|Class 2E Claims         |  | Intercompany Claims        |  | $                             | 26,184  |                   
|Class 2F Claims         |  | General Unsecured Claims** |  | $                             | 96,469  |                   
|Class 2G Claims         |  | Equity Interests           |  |                               | N/A     |                   

---

*UNITED ARTISTS REALTY COMPANY

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |         | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | ------- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0       |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0       |                   
|Class 3A Claims         |  | Other Priority Claims    |  | $                             | 0       |                   
|Class 3B Claims         |  | Bank Claims              |  | $                             | 446,442 |                   
|Class 3C Claims         |  | Other Secured Claims     |  | $                             | 0       |                   
|Class 3D Claims         |  | Intercompany Claims      |  | $                             | 12,037  |                   
|Class 3E Claims         |  | General Unsecured Claims |  | $                             | 0       |                   
|Class 3F Claims         |  | Equity Interests         |  |                               | N/A     |                   

UNITED ARTISTS PROPERTIES I CORP.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |         | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | ------- | ------------------
|Unclassified Claim      |  | Administrative Expenses  |  | $                             | 0       |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0       |                   
|Class 4A Claims         |  | Priority Tax Claims      |  | $                             | 0       |                   
|Class 4B Claims         |  | Bank Claims              |  | $                             | 446,442 |                   
|Class 4C Claims         |  | Other Secured Claims     |  | $                             | 0       |                   
|Class 4D Claims         |  | Intercompany Claims      |  | $                             | 43,676  |                   
|Class 4E Claims         |  | General Unsecured Claims |  | $                             | 47      |                   
|Class 4F Claims         |  | Equity Interests         |  |                               | N/A     |                   

30

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UNITED ARTISTS PROPERTIES II CORP.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |         | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | ------- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0       |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 35      |                   
|Class 5A Claims         |  | Other Priority Claims    |  | $                             | 0       |                   
|Class 5B Claims         |  | Bank Claims              |  | $                             | 446,442 |                   
|Class 5C Claims         |  | Other Secured Claims     |  | $                             | 0       |                   
|Class 5D Claims         |  | Intercompany Claims      |  | $                             | 0       |                   
|Class 5E Claim          |  | General Unsecured Claims |  | $                             | 0       |                   
|Class 5F Claims         |  | Equity Interests         |  |                               | N/A     |                   

UAB, INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 23  |                   
|Class 6A Claims         |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 6B Claims         |  | Secured Claims           |  | $                             | 0   |                   
|Class 6C Claims         |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 6D Claims         |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 6E Claims         |  | Equity Interests         |  |                               | N/A |                   

UAB II, INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |       | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | ----- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0     |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0     |                   
|Class 7A Claims         |  | Other Priority Claims    |  | $                             | 0     |                   
|Class 7B Claims         |  | Secured Claim            |  | $                             | 0     |                   
|Class 7C Claim          |  | Intercompany Claims      |  | $                             | 1,598 |                   
|Class 7D Claims         |  | General Unsecured Claims |  | $                             | 0     |                   
|Class 7E Claims         |  | Equity Interests         |  |                               | N/A   |                   

TALLTHE INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 10  |                   
|Class 8A Claims         |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 8B Claims         |  | Secured Claims           |  | $                             | 0   |                   
|Class 8C Claims         |  | Intercompany Claims      |  | $                             | 834 |                   
|Class 8D Claims         |  | General Unsecured Claims |  | $                             | 4   |                   
|Class 8E Claims         |  | Equity Interests         |  |                               | N/A |                   

31

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UA THEATRE AMUSEMENTS, INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 9A Claims         |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 9B Claims         |  | Secured Claims           |  | $                             | 0   |                   
|Class 9C Claims         |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 9D Claims         |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 9E Claims         |  | Equity Interests         |  |                               | N/A |                   

UA INTERNATIONAL PROPERTY HOLDING, INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 10A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 10B Claims        |  | Secured Claims           |  | $                             | 0   |                   
|Class 10C Claims        |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 10D Claims        |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 11C Claims        |  | Equity Interests         |  |                               | N/A |                   

UA PROPERTY HOLDING II, INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 11A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 11B Claim         |  | Secured Claims           |  | $                             | 983 |                   
|Class I 1 C Claims      |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 11D Claims        |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 11 E Claims       |  | Equity Interests         |  |                               | N/A |                   

UNITED ARTISTS INTERNATIONAL MANAGEMENT COMPANY

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |    | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | -- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0  |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0  |                   
|Class 12A Claims        |  | Other Priority Claims    |  | $                             | 0  |                   
|Class 12B Claims        |  | Secured Claims           |  | $                             | 0  |                   
|Class 12C Claims        |  | Intercompany Claims      |  | $                             | 55 |                   
|Class 12D Claims        |  | General Unsecured Claims |  | $                             | 0  |                   

32

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UNITED ARTISTS INTERNATIONAL MANAGEMENT COMPANY

|Class            |  | Description      |  | Projected Claims
($ in 000's) |  | Projected Recovery
|---------------- |  | ---------------- |  | ----------------------------- |  | ------------------
|Class 12E Claims |  | Equity Interests |  | N/A                           |  | Retains all rights

BETH PAGE THEATRE CO., INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 13A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 13B Claims        |  | Secured Claims           |  | $                             | 0   |                   
|Class 13C Claims        |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 13D Claims        |  | General Unsecured Claims |  | $                             | 18  |                   
|Class 13E Claims        |  | Equity Interests         |  |                               | N/A |                   

UNITED FILM DISTRIBUTION COMPANY OF SOUTH AMERICA

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 14A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 14B Claims        |  | Secured Claims           |  | $                             | 0   |                   
|Class 14C Claims        |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 14D Claims        |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 14E Claims        |  | Equity Interests         |  |                               | N/A |                   

U.A.P.R., INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 15A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 15B Claims        |  | Secured Claims           |  | $                             | 0   |                   
|Class 15C Claims        |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 15D Claims        |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 15E Claims        |  | Equity Interests         |  |                               | N/A |                   

33

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KING REAVIS AMUSEMENT COMPANY

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 7   |                   
|Class 16A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 16B Claims        |  | Secured Claims           |  | $                             | 135 |                   
|Class 16C Claims        |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 16D Claims        |  | General Unsecured Claims |  | $                             | 3   |                   
|Class 16E Claims        |  | Equity Interests         |  |                               | N/A |                   

MAMARONECK PLAYHOUSE HOLDING CORPORATION

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |     | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | --- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0   |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 0   |                   
|Class 17A Claims        |  | Other Priority Claims    |  | $                             | 0   |                   
|Class 17B Claims        |  | Secured Claims           |  | $                             | 0   |                   
|Class 17C Claims        |  | Intercompany Claims      |  | $                             | 0   |                   
|Class 17D Claims        |  | General Unsecured Claims |  | $                             | 0   |                   
|Class 17E Claims        |  | Preferred Stock          |  | $                             | 588 |                   
|Class 17F Claims        |  | Common Stock             |  |                               | N/A |                   

R AND S THEATRES, INC.

|Class                   |  | Description              |  | Projected Claims
($ in 000's) |       | Projected Recovery
|----------------------- |  | ------------------------ |  | ----------------------------- | ----- | ------------------
|Unclassified Claims     |  | Administrative Expenses  |  | $                             | 0     |                   
|Unclassified Tax Claims |  | Priority Tax Claims      |  | $                             | 56    |                   
|Class 18A Claims        |  | Other Priority Claims    |  | $                             | 0     |                   
|Class 18B Claims        |  | Secured Claims           |  | $                             | 0     |                   
|Class 18C Claims        |  | Intercompany Claims      |  | $                             | 1,204 |                   
|Class 18D Claims        |  | General Unsecured Claims |  | $                             | 270   |                   
|Class 18E Claims        |  | Equity Interests         |  |                               | N/A   |                   

11.    Liquidation AnalysisThe Debtors believe that the Plan will produce a greater recovery for Holders of Claims
and Equity Interests than would be achieved in a liquidation in a Chapter 7 case. Houlihan Lokey Howard & Zukin, financial advisors to the Debtors, has prepared a liquidation analysis, set
forth in Article III herein, to assist Holders of Claims and Equity Interests to reach their determination as to whether to accept or reject the Plan (the "Liquidation Analysis"). The
Liquidation Analysis estimates the proceeds to be realized if the Debtors were to be liquidated under Chapter 7 of the Bankruptcy Code. The Liquidation Analysis is based upon projected assets and
liabilities of the Debtors as of December 28, 2000 and incorporates estimates and assumptions developed by the Debtors which are subject to potentially material changes with respect to economic
and business conditions, as well as uncertainties not within the Debtors' control.

No effect to creditor recoveries has been assumed for proceeds from any causes of action, including, but not limited to, preference, fraudulent transfer and other
avoidance actions, or any other litigation that the Debtors may be capable of asserting. This Liquidation Analysis does not, therefore, include any estimate of the necessary expenses to litigate such
Claims.

34

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E.    Risk Factors

There are a variety of factors that all Impaired Holders of Claims and Equity Interests should consider prior to voting to accept or
reject the Plan.Such factors, which are described in more detail in Article XII herein, consist of some of the following and in each case will likely impact any
recovery under the Plan:

1.    the
financial information contained in this Disclosure Statement has not been audited and is based upon an analysis of data available at the time of the preparation of
the Plan and Disclosure Statement;

2.    although
the Debtors believe the Plan complies with all applicable standards of the Bankruptcy Code, the Debtors can provide no assurance that the Plan will comply with
Section 1129 of the Bankruptcy Code and that the Plan will be confirmed by the Bankruptcy Court;

3.    the
Debtors will be required to request Confirmation of the Plan without the acceptance of all Impaired Classes entitled to vote in accordance with Section 1129(b)
of the Bankruptcy Code;

4.    the
Bank Lock-Up Agreements will terminate one-year from the date of their execution and, thereafter will no longer bind signatories thereto to be
bound to support the Debtors' Plan; and

5.    any
delays of either Confirmation or effectiveness of the Plan could result in, among other things, increased professional fee Claims.

The
occurrence of any and all such contingencies which could affect distributions available to Holders under the Plan, however, will not affect the validity of the vote taken by the Impaired Classes
to accept or reject the Plan or require any re-vote by the Impaired Classes.

F.    Reorganized Debtors and the Post-Confirmation Estates

Except as otherwise described below, each Debtor shall continue to exist as a Reorganized Debtor after the Effective Date as a separate entity with all the powers
of a corporation under the laws of the respective state of incorporation and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under such applicable
state law. Except as otherwise provided in the Plan, the Lock-Up Agreement, the Restructured Bank Credit Agreement, or any agreement, instrument or indenture relating thereto, on or after
the Effective Date, all property in each Estate (including, but not limited to, any Debtor's equity, partnership, membership or other interest in any Debtor or non-Debtor business entity,
and the Causes of Action) and any property acquired by each of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free and clear of all liens, Claims, charges, or other
encumbrances and Equity Interests. On and after the Effective Date, the Reorganized Debtors may operate their business and may use, acquire or dispose of property and compromise or settle any Claims
or Equity Interests, without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by
the Plan and the Condfirmation Order. In accordance with Section 1109(b) of the Bankruptcy Code, nothing herein or in the Plan shall preclude any party in interest from appearing and being
heard on any issue in the Chapter 11 Cases.

G.    Prepetition Committees

As previously stated, the Bank of America and certain of the Prepetition Lenders formed an ad hoc Working Group prior to the Petition Date. The Working Group
consisted of Bank of America, Morgens, Waterfall and Van Kampen. The Working Group was advised by Pillsbury Madison & Sutro, LLP, legal advisors to Bank of America, as Agent under the
Prepetition Bank Credit Facility. E&Y Restructuring LLC was also retained by Pillsbury Madison to be Bank of America's financial advisors. Subsequently, when ENIC, a subsidiary of Anschutz, became a
Holder of Claims under the Prepetition

35

---

Bank Credit Facility, ENIC and Anschutz also began participating in the negotiations with the Debtors concerning a consensual restructuring of that Facility. ENIC and Anschutz retained the law firm
of Skadden, Arps, Slate, Meagher & Flom LLP as their legal advisors.

Certain
of the Holders of the Subordinated Notes formed the Prepetition Subordinated Noteholder Committee prior to the Petition Date. The members of the Prepetition Noteholder Committee
who as of the Petition Date have executed a confidentiality agreement with the Debtors are Apollo Advisors, Trentex Capital Management, Goldentree Asset Management, Putnam Investments, and IDS. Prior
to Petition Date, the Prepetition Noteholder Committee retained Milbank as its counsel and Chanin as its financial advisor. As discussed previously, the Debtors have had contact and negotiations with
the Prepetition Noteholder Committee concerning the terms of the Plan.

H.    Relationship Between the Debtors

As stated previously, UATC and UAR are wholly-owned subsidiaries of UA. UAP I and UAP II are wholly-owned subsidiaries of UAR. The remaining Debtors are direct or
indirect subsidiaries of UATC. From time to time, UA has loaned to UATC for its operations some of the loan proceeds that UA has received under the Prepetition Bank Credit Facility. UATC is obligated
to pay to UA the principal amount, plus interest, of Prepetition Bank Credit Facility proceeds that it has borrowed from UA, pursuant to an Intercompany Note. The current principal outstanding
indebtedness under the Intercompany Note is equivalent to the principal outstanding indebtedness under the Prepetition Bank Credit Facility. Moreover, UATC has operated a consolidated cash management
system pursuant to which it administers the cash flow of all Debtors.

ARTICLE II
THE PLAN OF REORGANIZATION

A.    Introduction

The following summary and the other descriptions in the Disclosure Statement are qualified in their entirety by reference to the
provisions of the Plan and its exhibits, a copy of which is annexed hereto as Exhibit A. It is urged that each Holder of a Claim or Equity Interest carefully review the terms of the
Plan.

In
general, a Chapter 11 plan of reorganization (i) divides claims and equity interests into separate classes, (ii) specifies the property that each class is to receive
under the plan and (iii) contains other provisions necessary to the reorganization of the debtor. Under the Bankruptcy Code, "claims" and "equity interests" are classified rather than
"creditors" and "shareholders" because such entities may hold claims or equity interests in more than one class. For purposes of the Disclosure Statement, the term "Holder" refers to the holder of a
Claim or Equity Interest, respectively, in a particular Class under the Plan.

A
Chapter 11 plan may specify that certain classes of claims or equity interests are either to be paid in full upon effectiveness of the plan or are to remain unchanged by the
reorganization effectuated by the plan. Such classes are referred to as "unimpaired," and because of such favorable treatment the holders in such Classes are deemed to accept the plan. Accordingly, it
is not necessary to solicit votes from the holders of claims or equity interests in such classes. A Chapter 11 plan also may specify that certain classes will not receive any distribution of property
or retain any claim against a debtor. Such classes are deemed not to accept the plan and, therefore, need not be solicited to vote to accept or reject the plan.

36

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The majority (but not the entirety) of creditors receiving the Disclosure Statement and ballots to vote on the Plan (because they are entitled to vote) are
classified in the following Classes:

|Class                                                                      |  | Claim                   
|-------------------------------------------------------------------------- |  | ------------------------
|1B, 2B, 3B, 4B, and 5B                                                     |  | Bank Claims             
|2F, 3E, 4E, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, and 18D |  | General Unsecured Claims

The
following Classes are unimpaired under the Plan, and Holders of Claims in such Classes are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code:

|Class                                                                               |  | Claim                      
|----------------------------------------------------------------------------------- |  | ---------------------------
|1A, 2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, 10A, 11A, 12A, 13A, 14A, 15A, 16A, 17A, and 18A |  | Other Priority Claims      
|lC, 2C, 3C, 4C, and 5C                                                              |  | Secured Claims             
|6B, 7B, 8B, 9B, 10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B, and 18B                     |  | Other Secured Claims       
|1D, 2E, 3D, 4D, 5D, 6C, 7C, 8C, 9C, 10C, 11C, 12C, 13C, 14C, 15C, 16C, 17C, and 18C |  | Intercompany Claims        
|3F, 4F, 5F, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 17F, and 18E    |  | Equity Interests           
|17D                                                                                 |  | General Unsecured Creditors

The
following Classes will receive no distribution nor retain any property under the Plan and are conclusively presumed to have rejected the Plan pursuant to Section 1126(g) of
the Bankruptcy Code:

|Class     |  | Claim                   
|--------- |  | ------------------------
|1F and 2G |  | Equity Interests        
|1E        |  | General Unsecured Claims

Payments
to be made under the Plan will be made on the Effective Date or as soon as reasonably practicable thereafter, or at such other time or times as are specified in the Plan.

As
set forth in Article III of the Disclosure Statement, the Debtors believe that under the Plan, each Holder will obtain a recovery in an amount not less than the recovery which
otherwise would be obtained if the assets of the Debtors were liquidated under Chapter 7 of the Bankruptcy Code.

37

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B.    Classification of Claims and Interests

1.    SummaryThe categories of Claims and Equity Interests and their treatment listed below classify Claims and
Equity Interests for all purposes, including voting, Confirmation, and distribution pursuant to the Plan and Sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Equity Interest shall be
deemed classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the
extent that any remainder of such Claim or Equity Interest qualifies within the description of such different Class. A Claim or Equity Interest is in a particular Class only to the extent that such
Claim or Equity Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.

The
classification of Claims and Equity Interests against the Debtors pursuant to the Plan is as follows:

UNITED ARTISTS THEATRE COMPANY

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|1A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|1B    |  | Bank Claims              |  | Impaired   |  | entitled to vote    
|1C    |  | Other Secured Claims     |  | Unimpaired |  | not entitled to vote
|1D    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|1E    |  | General Unsecured Claims |  | Impaired   |  | not entitled to vote
|1F    |  | Equity Interests         |  | Impaired   |  | not entitled to vote

UNITED ARTISTS THEATRE CIRCUIT, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|2A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|2B    |  | Bank Claims              |  | Impaired   |  | entitled to vote    
|2C    |  | Other Secured Claims     |  | Unimpaired |  | not entitled to vote
|2D    |  | UA Note Claim            |  | Impaired   |  | entitled to vote    
|2E    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|2F    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|2G    |  | Equity Interests         |  | Impaired   |  | not entitled to vote

UNITED ARTISTS REALTY COMPANY

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|3A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|3B    |  | Bank Claims              |  | Impaired   |  | entitled to vote    
|3C    |  | Other Secured Claims     |  | Unimpaired |  | not entitled to vote
|3D    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|3E    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|3F    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

38

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UNITED ARTISTS PROPERTIES I CORP.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|4A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|4B    |  | Bank Claims              |  | Impaired   |  | entitled to vote    
|4C    |  | Other Secured Claims     |  | Unimpaired |  | not entitled to vote
|4D    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|4E    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|4F    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

UNITED ARTISTS PROPERTIES II CORP.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|5A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|5B    |  | Bank Claims              |  | Impaired   |  | entitled to vote    
|5C    |  | Other Secured Claims     |  | Unimpaired |  | not entitled to vote
|5D    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|5E    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|5F    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

UAB, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|6A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|6B    |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|6C    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|6D    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|6E    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

UAB II, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|7A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|7B    |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|7C    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|7D    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|7E    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

TALLTHE INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|8A    |  | Priority Claims          |  | Unimpaired |  | not entitled to vote
|8B    |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|8C    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|8D    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|8E    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

39

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UA THEATRE AMUSEMENTS, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|9A    |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|9B    |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|9C    |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|9D    |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|9E    |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

UA INTERNATIONAL PROPERTY HOLDING, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|10A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|10B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|10C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|10D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|10E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

UA PROPERTY HOLDING II, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|11A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|11B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|11C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|11D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|11E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

UNITED ARTISTS INTERNATIONAL MANAGEMENT COMPANY

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|12A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|12B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|12C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|12D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|12E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

BETH PAGE THEATRE CO. INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|13A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|13B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|13C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|13D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|13E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

40

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UNITED FILM DISTRIBUTION COMPANY OF SOUTH AMERICA

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|14A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|14B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|14C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|14D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|14E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

U.A.P.R., INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|15A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|15B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|15C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|15D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|15E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

KING REAVIS AMUSEMENT COMPANY

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|16A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|16B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|16C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|16D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|16E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

MAMARONECK PLAYHOUSE HOLDING CORPORATION

|Class |  | Claim                            |  | Status     |  | Voting Rights       
|----- |  | -------------------------------- |  | ---------- |  | --------------------
|17A   |  | Other Priority Claims            |  | Unimpaired |  | not entitled to vote
|17B   |  | Secured Claims                   |  | Unimpaired |  | not entitled to vote
|17C   |  | Intercompany Claims              |  | Unimpaired |  | not entitled to vote
|17D   |  | General Unsecured Claims         |  | Impaired   |  | entitled to vote    
|17E   |  | Preferred Stock Equity Interests |  | Unimpaired |  | not entitled to vote
|17F   |  | Common Stock Equity Interests    |  | Unimpaired |  | not entitled to vote

R AND S THEATRES, INC.

|Class |  | Claim                    |  | Status     |  | Voting Rights       
|----- |  | ------------------------ |  | ---------- |  | --------------------
|18A   |  | Other Priority Claims    |  | Unimpaired |  | not entitled to vote
|18B   |  | Secured Claims           |  | Unimpaired |  | not entitled to vote
|18C   |  | Intercompany Claims      |  | Unimpaired |  | not entitled to vote
|18D   |  | General Unsecured Claims |  | Impaired   |  | entitled to vote    
|18E   |  | Equity Interests         |  | Unimpaired |  | not entitled to vote

41

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2.    Classification and Treatment of Claims



Subject
to the provisions of Section 330(a) and 33 1 of the Bankruptcy Code, each Holder of an Allowed Administrative Claim will be paid the full unpaid amount of such Allowed
Administrative Claim in Cash on the Effective Date, or upon such other terms as may be agreed upon by such Holder and the Reorganized Debtors or otherwise upon order of the Bankruptcy Court; provided, however, that Allowed Administrative Claims representing obligations incurred in the ordinary course of business or otherwise assumed by the
Debtors pursuant to the Plan will be assumed on the Effective Date and paid or performed by the Reorganized Debtors when due in accordance with the terms and conditions of the particular agreements
governing such obligations.



On
the Effective Date, each Holder of a Priority Tax Claim due and payable on or prior to the Effective Date shall be paid Cash in an amount equal to the amount of such Allowed Claim, or
shall be paid on account of its Allowed Claim on such other terms as have been or may be agreed upon by such Holder and the Debtors. The amount of any Priority Tax Claim that is not an Allowed Claim
or that is not otherwise due and payable on or prior to the Effective Date, and the rights of the Holder of such Claim, if any, to payment in respect thereof shall (i) be determined in the
manner in which the amount of such Claim and the rights of the Holder of such Claim would have been resolved or adjudicated if the Chapter 11 Cases had not been commenced, (ii) survive the
Effective Date and Consummation of the Plan as if the Chapter 11 Cases had not been commenced, and (iii) not be discharged pursuant to Section 1141 of the Bankruptcy Code. In accordance
with Section 1124 of the Bankruptcy Code, the Plan shall leave unaltered the legal, equitable, and contractual rights of each Holder of a Priority Tax Claim.



Class 1AOther Priority Claims (Unimpaired)

Class 1A consists of all Other Priority Claims against UA accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 1A Claims are unaltered by the Plan. Unless
the Holder of such Claim and UA agree to a different treatment, each Holder of an Allowed Class 1A Claim shall receive one of the following alternative treatments, at the election of UA: (i) to
the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by New UA; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be
paid in full in Cash by New UA, or (B) will be paid in full in Cash by New UA when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be
otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 1A
Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 1A is not impaired, and the Holders of Class 1A Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1A are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 1BBank Claims (Impaired)

Class 1B consists of all Bank Claims against UA arising from or relating to the Prepetition Bank Credit Facility. Under the Plan, in full and complete
satisfaction of all Claims in Class lB, each Holder

42

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of an Allowed Class 1B Claim shall receive the same treatment set forth for the Holders of Class 2B Claims. Class 1B is impaired, and approval of the Plan by Holders of at least
two-thirds in amount and more than one-half in number of Class 1B Claims is required for the Plan to be confirmed.

Class 1COther Secured Claims (Unimpaired)

Class 1C consists of all Secured Claims against UA but does not include Bank Claims. A Secured Claim against UA is: (i) a Claim held by any person
or entity, including a judgment creditor, secured by a lien on any property in which UA or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason
of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's
interest in any interest of UA or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the
Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 1C Claim shall receive one of the following alternative treatments, at the election of UA: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UA shall surrender all collateral securing such Claim to the Holder
thereof, without representation or warranty by or recourse against UA or New UA; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered
unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 1C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be
deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 1C Claims are unaltered by the Plan. Because Class 1C is not impaired, the Holders of Class 1C
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 1C Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any claims in this Class.

Class 1DIntercompany Claims (Unimpaired)

Class 1D consists of all Intercompany Claims against UA. Under the Plan, on the Effective Date, each Holder of an Allowed Class 1D Claim shall
retain such Claim and the rights, interests, and obligations related thereto. Class 1D is not impaired, and the Holders of Class 1D Claims are conclusively deemed to have accepted the
Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1D are not entitled to vote to accept or reject the Plan.

Class 1EGeneral Unsecured Claims (Impaired)

Class 1E consists of all General Unsecured Claims against UA (including but not limited to Subordinated Note Claims) but does not include Bank Claims or
Intercompany Claims. On the Effective Date, the Holders of Class 1E Claims shall be deemed to have neither received any distribution directly from the Debtors nor have retained any property of
the Debtors under the Plan. All Subordinated Notes issued before the Petition Date will be canceled.

Class 1FEquity Interests (Impaired)

Class 1F consists of all Claims of Holders of Equity Interests in UA. An Equity Interest means any equity interest in UA, including, but not limited to,
all issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such
interests at any time. On the Effective Date, the Holders of Class 1F Equity Interests shall neither receive any distribution from the Debtors nor retain any property of the Debtors under the
Plan. All Common Stock issued before the Petition Date will be

43

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canceled. Class 1F is impaired, but because no distributions will be made to Holders of Class 1F Equity Interests from the Debtors nor will such Holders retain any property of the
Debtors, such Holders are deemed to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Class 1F is not entitled to vote to accept or reject the Plan.



Class 2AOther Priority Claims (Unimpaired)

Class 2A consists of all Other Priority Claims against UATC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 2A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UATC agree to a different treatment, each Holder of an Allowed Class 2A Claim shall receive one of the following alternative treatments, at the election of
UATC: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by New UATC; (ii) to the extent not due and owing on the Effective Date, such
Claim (A) will be paid in full in Cash by New UATC, or (B) will be paid in full in Cash by New UATC when and as such Claim becomes due and owing in the ordinary course of business; or
(iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with
respect to any Class 2A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 2A is not impaired, and the Holders
of Class 2A Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2A are not
entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 2BBank Claims (Impaired)

Each Holder of an Allowed Class 2B Claim shall be treated under the Plan as a Debt Elector or an Equity Elector. On or as soon as practicable after the
Effective Date, in full and complete satisfaction of all Class 2B Claims and in accordance with the terms in the Lock-Up Agreements, (i) each Debt Elector shall receive,
among other things, a Pro Rata distribution of (A) the Restructured Bank Credit Agreement Note Interests and (B) the Debt Electors' New UA Common Stock, and (iii) Bank of America
(or its assignee) shall receive the New UA Warrants, to be held in trust for the benefit of the Debt Electors (or their assignees) and distributed as described in Article VII.K of the Plan. On
or as soon as practicable after the Effective Date, in full and complete satisfaction of all Class 2B Claims and in accordance with the terms in the Lock-Up Agreements, each Equity
Elector shall receive, among other things, a Pro Rata distribution of (i) the Equity Electors' New UA Common Stock, (ii) the New UA Convertible Preferred Stock, and (iii) the
Equity Elector Warrants;provided, however, that if any Equity Elector does not fund its required portion of the DIP Facility in accordance with the
terms of
that Facility and the DIP Order, such Equity Elector shall be deemed a Debt Elector for all purposes under the Plan and in connection with the Chapter 11 Cases and shall have no ability to cure such
failure to fund its portion of the DIP Facility. On the Confirmation Date, Bank of America shall receive from the Reorganized Debtors, in accordance with the Lock-Up Agreements, a
$1,000,000 Cash fee to be held in trust for the benefit of the Working Group and ENIC in consideration for their efforts in the consensual restructuring of the Debtors' obligations. Class 2B is
impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Class 2B Claims is required for the Plan to be
confirmed.

44

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Class 2COther Secured Claims (Unimpaired)

Class 2C consists of all Secured Claims against UATC but does not include Bank Claims. A Secured Claim against UATC is: (i) a Claim held by any
person or entity, including a judgment creditor, secured by a lien on any property in which UATC or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or
by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim
Holder's interest in any interest of UATC or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a)
of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 2C Claim shall receive one of the following alternative treatments, at the election of UATC: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UA shall surrender all collateral securing such Claim to the Holder
thereof, without representation or warranty by or recourse against UATC or New UATC; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be
rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 2C Claim that existed immediately prior to the filing of the Chapter 11 Cases
shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 2C Claims are unaltered by the Plan. Because Class 2C is not impaired, the Holders of Class 2C
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 2C Claims are not entitled to vote to accept
or reject the Plan.

Class 2DUA Note Claim (Impaired)

Class 2D consists of the UA Note Claim against UATC. On or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction of
the Class 2D Claim, UA, the Holder of the Allowed Class 2D Claim, shall receive the New UATC Common Stock.

Class 2EIntercompany Claims (Unimpaired)

Class 2E consists of all Intercompany Claims against UATC. Under the Plan, on the Effective Date, each Holder of an Allowed Class 2E Claim shall
retain such Claim and the rights, interests, and obligations related thereto. Class 2E is not impaired, and the Holders of Class 2E Claims are conclusively deemed to have accepted the
Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2E are not entitled to vote to accept or reject the Plan.

Class 2FGeneral Unsecured Claims (Impaired)

Class 2F consists of all General Unsecured Claims against UATC but does not include Bank Claims, Intercompany Claims, or the UA Note Claim. On or as soon
as reasonably practicable after the Effective Date, each Holder of an Allowed Class 2F Claim shall receive, in full and complete satisfaction of such Claim, (i) a Pro Rata distribution
of the Unsecured Claim Distribution Amount payable in three equal installments, (ii) a Class 2F Promissory Note, and (iii) a Pro Rata distribution of certain Preference Litigation
Proceeds;provided, however, that if Class 2F does not vote to accept the Plan, then on the Effective Date, each Holder of a Class 2F
Claim shall neither receive any distribution nor retain any property under the Plan. Class 2F is impaired, and approval of the Plan by Holders of at least two-thirds in amount and
more than one-half in number of Holders in Class 2F is required for the Plan to be confirmed.

45

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Class 2GEquity Interests (Impaired)

Class 2G consists of all Claims of Holders of Equity Interests in UATC. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, the Holders of Class 2G Equity Interests shall neither receive any distributions nor retain any property under the Plan. All Common Stock issued before the
Petition Date will be canceled. Class 2G is impaired, but because no distributions will be made to Holders of Class 2G Equity Interests nor will such Holders retain any
property, such Holders are deemed to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Class 2G is not entitled to vote to accept or reject the Plan.



Class 3AOther Priority Claims (Unimpaired)

Class 3A consists of all Other Priority Claims against UAR accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 3A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UAR agree to a different treatment, each Holder of an Allowed Class 3A Claim shall receive one of the following alternative treatments, at the election of
UAR: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAR; (ii) to the extent not due and owing on the Effective Date,
such Claim (A) will be paid in full in Cash by Reorganized UAR, or (B) will be paid in full in Cash by Reorganized UAR when and as such Claim becomes due and owing in the ordinary course
of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 3A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 3A is not
impaired, and the Holders of Class 3A Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in
Class 3A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 3BBank Claims (Impaired)

Class 3B consists of all Bank Claims against UAR arising from or relating to the Prepetition Bank Credit Facility. Under the Plan, in full and complete
satisfaction of all Claims in Class 3B, each Holder of an Allowed Class 3B Claim shall receive the same treatment set forth for the Holders of Class 2B Claims described above.
Class 3B is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Class 3B Claims is required for the
Plan to be confirmed.

Class 3COther Secured Claims (Unimpaired)

Class 3C consists of all Secured Claims against UAR but does not include Bank Claims. A Secured Claim against UAR is: (i) a Claim held by any person
or entity, including a judgment creditor, secured by a lien on any property in which UAR or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason
of a Final Order, and is not subject to avoidance under
the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UAR or its Estate in such
property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the
Plan as a Secured Claim.

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Under
the Plan, on the Effective Date, each Holder of an Allowed Class 3C Claim shall receive one of the following alternative treatments, at the election of UAR: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAR shall surrender all collateral securing such Claim to the Holder
thereof, without representation or warranty by or recourse against UAR or Reorganized UAR; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise
be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 3C Claim that existed immediately prior to the filing of the Chapter 11
Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 3C Claims are unaltered by the Plan. Because Class 3C is not impaired, the Holders of Class 3C
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 3C Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 3DIntercompany Claims (Unimpaired)

Class 3D consists of all Intercompany Claims against UAR. Under the Plan, on the Effective Date, each Holder of an Allowed Class 3D Claim shall
retain such Claim and the rights, interests, and obligations related thereto. Class 3D is not impaired, and the Holders of Class 3D Claims are conclusively deemed to have accepted the
Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3D are not entitled to vote to accept or reject the Plan.

Class 3EGeneral Unsecured Claims (Impaired)

Class 3E consists of all General Unsecured Claims against UAR but does not include Bank Claims or Intercompany Claims. On or as soon as reasonably
practicable after the Effective Date, each Holder of an Allowed Class 3E Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the
amount of such Allowed Claim. Class 3E is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in
Class 3E is required for the Plan to be confirmed. The Debtors are not aware of any Claims in this Class.

Class 3FEquity Interests (Unimpaired)

Class 3F consists of all Claims of Holders of Equity Interests in UAR. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, each Holder of a Class 3F Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 3F is not
impaired, and the Holders of Class 3F Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in
Class 3F are not entitled to vote to accept or reject the Plan.



Class 4AOther Priority Claims (Unimpaired)

Class 4A consists of all Other Priority Claims against UAP I accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 4A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UAP I agree to a different

47

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treatment, each Holder of an Allowed Class 4A Claim shall receive one of the following alternative treatments, at the election of UAP I: (i) to the extent then due and owing on the
Effective Date, such Claim will be paid in full in Cash by Reorganized UAP I; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be paid in full in Cash by
Reorganized UAP I, or (B) will be paid in full in Cash by Reorganized UAP I when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be
otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 4A
Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 4A is not impaired, and the Holders of Class 4A Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 4A are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 4BBank Claims (Impaired)

Class 4B consists of all Bank Claims against UAP I arising from or relating to the Prepetition Bank Credit Facility. Under the Plan, in full and complete
satisfaction of all Claims in Class 4B, each Holder
of an Allowed Class 4B Claim shall receive the same treatment set forth for the Holders of Class 2B Claims described above. Class 4B is impaired, and approval of the Plan by
Holders of at least two-thirds in amount and more than one-half in number of Class 4B Claims is required for the Plan to be confirmed.

Class 4COther Secured Claims (Unimpaired)

Class 4C consists of all Secured Claims against UAP I but does not include Bank Claims. A Secured Claim against UAP I is: (i) a Claim held by any
person or entity, including a judgment creditor, secured by a lien on any property in which UAP I or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or
by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim
Holder's interest in any interest of UAP I or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to
Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 4C Claim shall receive one of the following alternative treatments, at the election of UAP I: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAP I shall surrender all collateral securing such Claim to the
Holder thereof, without representation or warranty by or recourse against UAP I or Reorganized UAP I; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 4C Claim that existed immediately prior to the filing of the
Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 4C Claims are unaltered by the Plan. Because Class 4C is not impaired, the Holders of Class 4C
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 4C Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 4DIntercompany Claims (Unimpaired)

Class 4D consists of all Intercompany Claims against UAP I. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 4D Claim shall retain

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such Claim and the rights, interests, and obligations related thereto. Class 4D is not impaired, and the Holders of Class 4D Claims are conclusively deemed to have accepted the Plan
pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 4D are not entitled to vote to accept or reject the Plan.

Class 4EGeneral Unsecured Claims (Impaired)

Class 4E consists of all General Unsecured Claims against UAP I but does not include Bank Claims or Intercompany Claims. On or as soon as reasonably
practicable after the Effective Date, each Holder of an Allowed Class 4E Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the
amount of such Allowed Claim. Class 4E is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in
Class 4E is required for the Plan to be confirmed.

Class 4FEquity Interests (Unimpaired)

Class 4F consists of all Claims of Holders of Equity Interests in UAP I. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, each Holder of a Class 4F Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 4F is not
impaired, and the Holders of Class 4F Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Class 4F Claims are not entitled to vote to accept or reject the Plan.



Class 5AOther Priority Claims (Unimpaired)

Class 5A consists of all Other Priority Claims against UAP II accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 5A Claims are unaltered by the Plan. Unless
the Holder of such Claim and UAP II agree to a different treatment, each Holder of an Allowed Class 5A Claim shall receive one of the following alternative treatments, at the election of UAP
II: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAP II; (ii) to the extent not due and owing on the Effective Date,
such Claim (A) will be paid in full in Cash by Reorganized UAP II, or (B) will be paid in full in Cash by the Reorganized UAP II when and as such Claim becomes due and owing in the
ordinary course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the
Bankruptcy Code. Any default with respect to any Class 5A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date.
Class 5A is not impaired, and the Holders of Class 5A Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code.
Therefore, the Holders of Claims in Class 5A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 5BBank Claims (Impaired)

Class 5B consists of all Bank Claims against UAP II arising from or relating to the Prepetition Bank Credit Facility. Under the Plan, in full and complete
satisfaction of all Claims in Class 5B, each Holder of an Allowed Class 5B Claim shall receive the same treatment set forth for the Holders of Class 2B Claims described above.
Class 5B is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Class 5B Claims is required for the
Plan to be confirmed.

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Class 5COther Secured Claims (Unimpaired)

Class 5C consists of all Secured Claims against UAP II but does not include Bank Claims, A Secured Claim against UAP II is: (i) a Claim held by any
person or entity, including a judgment creditor, secured by a lien on any property in which UAP II or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or
by reason of a Final Order, and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim
Holder's interest in any interest of UAP II or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to
Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 5C Claim shall receive one of the following alternative treatments, at the election of UAP II:
(i) the legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAP II shall surrender all collateral securing such
Claim to the Holder thereof, without representation or warranty by or recourse against UAP II or Reorganized UAP II; or (iii) such Claim will be otherwise treated in any other manner so that
such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 5C Claim that existed immediately prior to the
filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 5C Claims are unaltered by the Plan. Because Class 5C is not impaired, the Holders of Class 5C
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 5C Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 5DIntercompany Claims (Unimpaired)

Class 5D consists of all Intercompany Claims against UAP II. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 5D Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 5D is not impaired, and the Holders of Class 5D Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 5D are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 5EGeneral Unsecured Claims (Impaired)

Class 5E consists of all General Unsecured Claims against UAP II but does not include Bank Claims or Intercompany Claims. On or as soon as reasonably
practicable after the Effective Date, each Holder of an Allowed Class 5E Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the
amount of such Allowed Claim. Class 5E is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in
Class 5E is required for the Plan to be confirmed. The Debtors are not aware of any Claims in this Class.

Class 5FEquity Interests (Unimpaired)

Class 5F consists of all Claims of Holders of Equity Interests in UAP II. An Equity Interest means any equity interest, including, but not limited to, all issued,
unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests at any
time. On the Effective Date, each Holder of a Class 5F Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 5F is not impaired, and
the Holders of Class 5F Claims are conclusively deemed

50

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to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 5F Claims are not entitled to vote to accept or reject the Plan.



Class 6AOther Priority Claims (Unimpaired)

Class 6A consists of all Other Priority Claims against UAB accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 6A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UAB agree to a different treatment, each Holder of an Allowed Class 6A Claim shall receive one of the following alternative treatments, at the election of
UAB: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAB; (ii) to the extent not due and owing on the Effective Date,
such Claim (A) will be paid in full in Cash by Reorganized UAB, or (B) will be paid in full in Cash by Reorganized Debtor UAB when and as such Claim becomes due and owing in the ordinary
course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 6A Claim that existed immediately prior to the filing of the
Chapter 11 Case shall be deemed cured upon the Effective Date. Class 6A is not impaired, and the Holders of Class 6A Claims are conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 6A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in
this Class.

Class 6BSecured Claims (Unimpaired)

Class 6B consists of all Secured Claims against UAB. A Secured Claim against UAB is: (i) a Claim held by any person or entity, including a judgment
creditor, secured by a lien on any property in which UAB or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not
subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of
UAB or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or
(ii) a Claim Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 6B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 6B Claim shall receive one of the following alternative treatments, at the election of UAB: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAB shall surrender all collateral securing such Claim to the Holder
thereof, without representation or warranty by or recourse against UAB or Reorganized UAB; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise
be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 6B Claim that existed immediately prior to the filing of the Chapter 11
Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 6B Claims are unaltered by the Plan. Because Class 6B is not impaired, the Holders of Class 6B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 6B Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

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Class 6CIntercompany Claims (Unimpaired)

Class 6C consists of all Intercompany Claims against UAB. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of
an Allowed Class 6C Claim shall retain such Claim
and the rights, interests, and obligations related thereto. Class 6C is not impaired, and the Holders of Class 6C Claims are conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 6C are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in
this Class.

Class 6DGeneral Unsecured Claims (Impaired)

Class 6D consists of all General Unsecured Claims against UAB but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 6D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed
Claim. Class 6D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 6D is
required for the Plan to be confirmed.

Class 6EEquity Interests (Unimpaired)

Class 6E consists of all Claims of Holders of Equity Interests in UAB. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, each Holder of a Class 6E Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 6E is not
impaired, and the Holders of Class 6E Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Class 6E Claims are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.



Class 7AOther Priority Claims (Unimpaired)

Class 7A consists of all Other Priority Claims against UAB II accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 7A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UAB II agree to a different treatment, each Holder of an Allowed Class 7A Claim shall receive one of the following alternative treatments, at the election of
UAB II: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAB II; (ii) to the extent not due and owing on the Effective
Date, such Claim (A) will be paid in full in Cash by Reorganized UAB II, or (B) will be paid in full in Cash by
Reorganized Debtor UAB II when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim
shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 7A Claim that existed immediately prior to the filing of the
Chapter 11 Case shall be deemed cured upon the Effective Date. Class 7A is not impaired, and the Holders of Class 7A Claims are conclusively deemed to have accepted the Plan pursuant to
Section 1127(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 7A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in
this Class.

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Class 7BSecured Claims (Unimpaired)

Class 7B consists of all Secured Claims against UAB II. A Secured Claim against UAB II is: (i) a Claim held by any person or entity, including a
judgment creditor, secured by a lien on any property in which UAB II or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order,
and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any
interest of UAB II or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code;
or (ii) a Claim Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 7B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 7B Claim shall receive one of the following alternative treatments, at the election of UAB II:
(i) the legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAB II shall surrender all collateral securing such
Claim to the Holder thereof, without representation or warranty by or recourse against UAB II or Reorganized UAB II; or (iii) such Claim will be otherwise treated in any other manner so that
such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 7B Claim that existed immediately prior to the
filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 7B Claims are unaltered by the Plan. Because Class 7B is not impaired, the Holders of Class 7B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 7B Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 7CIntercompany Claims (Unimpaired)

Class 7C consists of all Intercompany Claims against UAB II. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 7C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 7C is not impaired, and the Holders of Class 7C Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 7C are not entitled to vote to accept or
reject the Plan.

Class 7DGeneral Unsecured Claims (Impaired)

Class 7D consists of all General Unsecured Claims against UAB II but does not include Intercompany Claims. On or as soon as reasonably practicable after
the Effective Date, each Holder of an Allowed Class 7D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such
Allowed Claim. Class 7D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 7D
is required for the Plan to be confirmed. The Debtors are not aware of any Claims in this Class.

Class 7EEquity Interests (Unimpaired)

Class 7E consists of all Claims of Holders of Equity Interests in UAB II. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, each Holder of a Class 7E Equity Interest shall retain its Common Stock and all rights, interests, and obligations

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related thereto. Class 7E is not impaired, and the Holders of Class 7E Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy
Code. Therefore, the Holders of Class 7E Claims are not entitled to vote to accept or reject the Plan.



Class 8AOther Priority Claims (Unimpaired)

Class 8A consists of all Other Priority Claims against Tallthe accorded the priority and right of payment under Section 507(a) of the Bankruptcy
Code (including priority employee salary and wage Claims to
the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims), other than a Priority Tax Claim or an
Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 8A Claims are unaltered by the Plan. Unless the Holder of such Claim and Tallthe agree to a
different treatment, each Holder of an Allowed Class 8A Claim shall receive one of the following alternative treatments, at the election of Tallthe: (i) to the extent then due and owing
on the Effective Date, such Claim will be paid in full in Cash by Reorganized Tallthe; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be paid in full in
Cash by Reorganized Tallthe, or (B) will be paid in full in Cash by Reorganized Debtor Tallthe when and as such Claim becomes due and owing in the ordinary course of business; or
(iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with
respect to any Class 8A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 8A is not impaired, and the Holders
of Class 8A Claims are conclusively deemed to have accepted the Plan pursuant to Section 1128(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 8A are not
entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 8BSecured Claims (Unimpaired)

Class 8B consists of all Secured Claims against Tallthe. A Secured Claim against Tallthe is: (i) a Claim held by any person or entity, including a
judgment creditor, secured by a lien on any property in which Tallthe or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order,
and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any
interest of Tallthe or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy
Code; or (ii) a Claim Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 8B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 8B Claim shall receive one of the following alternative treatments, at the election of Tallthe:
(i) the legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) Tallthe shall surrender all collateral securing such
Claim to the Holder thereof, without representation or warranty by or recourse against Tallthe or Reorganized Tallthe; or (iii) such Claim will be otherwise treated in any other manner so that
such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 8B Claim that existed immediately prior to the
filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 8B Claims are unaltered by the Plan. Because Class 8B is not impaired, the Holders of Class 8B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of

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Class 8B Claims are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 8CIntercompany Claims (Unimpaired)

Class 8C consists of all Intercompany Claims against Tallthe. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 8C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 8C is not impaired, and the Holders of Class 8C Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 8C are not entitled to vote to accept or
reject the Plan.

Class 8DGeneral Unsecured Claims (Impaired)

Class 8D consists of all General Unsecured Claims against Tallthe but does not include Intercompany Claims. On or as soon as reasonably practicable after
the Effective Date, each Holder of an Allowed Class 8D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such
Allowed Claim. Class 8D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 8D
is required for the Plan to be confirmed.

Class 8EEquity Interests (Unimpaired)

Class 8E consists of all Claims of Holders of Equity Interests in Tallthe. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, each Holder of a Class 8E Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 8E is not
impaired, and the Holders of Class 8E Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Class 8E Claims are not entitled to vote to accept or reject the Plan.



Class 9AOther Priority Claims (Unimpaired)

Class 9A consists of all Other Priority Claims against UATA accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of
Prepetition wage, salary, and benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 9A Claims
are unaltered by the Plan. Unless the Holder of such Claim and UATA agree to a different treatment, each Holder of an Allowed Class 9A Claim shall receive one of the following alternative
treatments, at the election of UATA: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UATA; (ii) to the extent not due
and owing on the Effective Date, such Claim (A) will be paid in full in Cash by Reorganized UATA, or (B) will be paid in full in Cash by Reorganized Debtor UATA when and as such Claim
becomes due and owing in the ordinary course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to
Section 1124 of the Bankruptcy Code. Any default with respect to any Class 9A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the
Effective Date. Class 9A is not impaired, and the Holders of Class 9A Claims are conclusively deemed to have accepted the Plan pursuant to

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Section 1129(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 9A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in
this Class.

Class 9BSecured Claims (Unimpaired)

Class 9B consists of all Secured Claims against UATA. A Secured Claim against UATA is: (i) a Claim held by any person or entity, including a
judgment creditor, secured by a lien on any property in which UATA or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and
is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any
interest of UATA or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code;
or (ii) a Claim Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 9B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 9B Claim shall receive one of the following alternative treatments, at the election of UATA: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UATA shall surrender all collateral securing such Claim to the
Holder thereof, without representation or warranty by or recourse against UATA or Reorganized UATA; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 9B Claim that existed immediately prior to the filing of the
Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 9B Claims are unaltered by the Plan. Because Class 9B is not impaired, the Holders of Class 9B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 9B Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 9CIntercompany Claims (Unimpaired)

Class 9C consists of all Intercompany Claims against UATA. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of
an Allowed Class 9C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 9C is not impaired, and the Holders of Class 9C Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 9C are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 9DGeneral Unsecured Claims (Impaired)

Class 9D consists of all General Unsecured Claims against UATA but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 9D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed
Claim. Class 9D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 9D is
required for the Plan to be confirmed. The Debtors are not aware of any Claims in this Class.

Class 9EEquity Interests (Unimpaired)

Class 9E consists of all Claims of Holders of Equity Interests in UATA. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares

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of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests at any time. On the Effective Date, each Holder of
a Class 9E Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 9E is not impaired, and the Holders of Class 9E Claims
are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 9E Claims are not entitled to vote to accept or
reject the Plan.



Class 10AOther Priority Claims (Unimpaired)

Class 10A consists of all Other Priority Claims against UAIPH accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 10A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UAIPH agree to a different treatment, each Holder of an Allowed Class 10A Claim shall receive one of the following alternative treatments, at the election of
UAIPH: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAIPH; (ii) to the extent not due and owing on the Effective
Date, such Claim (A) will be paid in full in Cash by Reorganized UAIPH, or (B) will be paid in full in Cash by Reorganized Debtor UAIPH when and as such Claim becomes due and owing in
the ordinary course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of
the Bankruptcy Code. Any default with respect to any Class 10A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date.
Class 10A is not impaired, and the Holders of Class 10A Claims are conclusively deemed to have accepted the Plan pursuant to Section 11210(f) of the Bankruptcy Code. Therefore,
the Holders of Claims in Class 10A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 10BSecured Claims (Unimpaired)

Class 10B consists of all Secured Claims against UAIPH. A Secured Claim against UAIPH is: (i) a Claim held by any person or entity, including a
judgment creditor, secured by a lien on any property in which UAIPH or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order,
and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any
interest of UAIPH or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code;
or (ii) a Claim Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 10B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 10B Claim shall receive one of the following alternative treatments, at the election of UAIPH:
(i) the legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAIPH shall surrender all collateral securing such
Claim to the Holder thereof, without representation or warranty by or recourse against UAIPH or Reorganized UAIPH; or (iii) such Claim will be otherwise treated in any other manner so that such
Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 10B Claim that existed immediately prior to the filing
of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

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The
legal, equitable and contractual rights of the Holders of Class 10B Claims are unaltered by the Plan. Because Class 10B is not impaired, the Holders of Class 10B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 10B Claims are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 10CIntercompany Claims (Unimpaired)

Class 10C consists of all Intercompany Claims against UAIPH. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 10C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 10C is not impaired, and the Holders of Class 10C Claims
are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 10C are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 10DGeneral Unsecured Claims (Impaired)

Class 10D consists of all General Unsecured Claims against UAIPH but does not include Intercompany Claims. On or as soon as reasonably practicable after
the Effective Date, each Holder of an Allowed Class 10D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such
Allowed Claim. Class 10D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in
Class 10D is required for the Plan to be confirmed. The Debtors are not aware of any Claims in this Class.

Class 10EEquity Interests (Unimpaired)

Class 10E consists of all Claims of Holders of Equity Interests in UAIPH. An Equity Interest means any equity interest, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock (including Common Stock and Preferred Stock), together with any warrants, options or contract rights to purchase or acquire such interests
at any time. On the Effective Date, each Holder of a Class 10E Equity Interest shall retain its Common Stock and all rights, interests, and obligations related thereto. Class 10E is not
impaired, and the Holders of Class 10E Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Class 10E Claims are not entitled to vote to accept or reject the Plan.



Class 11AOther Priority Claims (Unimpaired)

Class 11A consists of all Other Priority Claims against UAPH II accorded the priority and right of payment under Section 507(a) of the Bankruptcy
Code (including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and
benefits Claims), other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 11A Claims are unaltered by the Plan.
Unless the Holder of such Claim and UAPH II agree to a different treatment, each Holder of an Allowed Class 11A Claim shall receive one of the following alternative treatments, at the election
of UAPH II: (i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAPH II; (ii) to the extent not due and owing on the
Effective Date, such Claim (A) will be paid in full in Cash by Reorganized UAPH II, or (B) will be paid in full in Cash by Reorganized Debtor UAPH II when and as such Claim becomes due
and owing in the ordinary course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to
Section 1124 of the

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Bankruptcy Code. Any default with respect to any Class 11A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date.
Class 11A is not impaired, and the Holders of Class 11A Claims are conclusively deemed to have accepted the Plan pursuant to Section 1121(f) of the Bankruptcy Code. Therefore, the
Holders of Claims in Class 11A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 11BSecured Claims (Unimpaired)

Class 11B consists of all Secured Claims against UAPH II. A Secured Claim against UAPH II is: (i) a Claim held by any person or entity, including a
judgment creditor, secured by a lien on any property in which UAPH II or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order,
and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any
interest of UAPH II or its Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy
Code; or (ii) a Claim Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 11B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 11B Claim shall receive one of the following alternative treatments, at the election of UAPH II: (i) the legal,
equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAPH II shall surrender all collateral securing such Claim to the Holder
thereof, without representation or warranty by or recourse against UAPH II or Reorganized UAPH II; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 11B Claim that existed immediately prior to the filing of the
Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 11B Claims are unaltered by the Plan. Because Class 11B is not impaired, the Holders of Class 11B Claims
are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 11B Claims are not entitled to vote to accept or
reject the Plan.

Class 11CIntercompany Claims (Unimpaired)

Class 11C consists of all Intercompany Claims against UAPH II. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 11C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 11C is not impaired, and the Holders of Class 11C Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 11C are not entitled to vote to accept or
reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 11DGeneral Unsecured Claims (Impaired)

Class 11D consists of all General Unsecured Claims against UAPH II but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 11D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed Claim.
Class 11D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 11D is required for the Plan to be confirmed. The
Debtors are not aware of any Claims in this Class.

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Class 11EEquity Interests (Unimpaired)

Class 11E consists of all Claims of Holders of Equity Interests in UAPH II. On the Effective Date, each Holder of a Class 11E Equity Interest shall retain its
Common Stock and all rights, interests, and obligations related thereto. Class 1lE is not impaired, and the Holders of Class 1lE Claims are conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 11E Claims are not entitled to vote to accept or reject the Plan.



Class 12AOther Priority Claims (Unimpaired)

Class 12A consists of all Other Priority Claims against UAIMC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims),
other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 12A Claims are unaltered by the Plan. Unless the Holder
of such Claim and UAIMC agree to a different treatment, each Holder of an Allowed Class 12A Claim shall receive one of the following alternative treatments, at the election of UAIMC:
(i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAIMC; (ii) to the extent not due and owing on the Effective Date, such
Claim (A) will be paid in full in Cash by Reorganized UAIMC, or (B) will be paid in full in Cash by Reorganized Debtor UAIMC when and as such Claim becomes due and owing in the ordinary
course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy
Code. Any default with respect to any Class 12A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 12A
is not impaired, and the Holders of Class 12A Claims are conclusively deemed to have accepted the Plan pursuant to Section 11212(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 12A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 12BSecured Claims (Unimpaired)

Class 12B consists of all Secured Claims against UAIMC. A Secured Claim against UAIMC is: (i) a Claim held by any person or entity, including a judgment
creditor, secured by a lien on any property in which UAIMC or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not
subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UAIMC or its
Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim
Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 12B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 12B Claim shall receive one of the following alternative treatments, at the election of UAIMC:
(i) the legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAIMC shall surrender all collateral securing such
Claim to the Holder thereof, without representation or warranty by or recourse against UAIMC or Reorganized UAIMC; or (iii) such Claim will be otherwise treated in any other manner so that such
Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 12B Claim that existed immediately prior to the filing
of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

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The
legal, equitable and contractual rights of the Holders of Class 12B Claims are unaltered by the Plan. Because Class 12B is not impaired, the Holders of Class 12B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 12B Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 12CIntercompany Claims (Unimpaired)

Class 12C consists of all Intercompany Claims against UAIMC. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 12C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 12C is not impaired, and the Holders of Class 12C Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 12C are not entitled to vote to accept or
reject the Plan.

Class 12DGeneral Unsecured Claims (Impaired)

Class 12D consists of all General Unsecured Claims against UAIMC but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 12D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed
Claim. Class 12D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 12D is required for the Plan to be
confirmed. The Debtors are not aware of any Claims in this Class.

Class 12EEquity Interests (Unimpaired)

Class 12E consists of all Claims of Holders of Equity Interests in UAIMC. On the Effective Date, each Holder of a Class 12E Equity Interest shall retain
its Common Stock and all rights, interests, and obligations related thereto. Class 12E is not impaired, and the Holders of Class 12E Claims are conclusively deemed to have accepted the
Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 12E Claims are not entitled to vote to accept or reject the Plan.



Class 13AOther Priority Claims (Unimpaired)

Class 13A consists of all Other Priority Claims against BPTC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims),
other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 13A Claims are unaltered by the Plan. Unless the Holder
of such Claim and BPTC agree to a different treatment, each Holder of an Allowed Class 13A Claim shall receive one of the following alternative treatments, at the election of BPTC:
(i) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized BPTC; (ii) to the extent not due and owing on the Effective Date, such
Claim (A) will be paid in full in Cash by Reorganized BPTC, or (B) will be paid in full in Cash by Reorganized Debtor BPTC when and as such Claim becomes due and owing in the ordinary
course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy
Code. Any default with respect to any Class 13A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 13A
is not impaired, and the Holders of Class 13A Claims are conclusively deemed to have accepted the Plan pursuant to

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Section 11213(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 13A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in
this Class.

Class 13BSecured Claims (Unimpaired)

Class 13B consists of all Secured Claims against BPTC. A Secured Claim against BPTC is: (i) a Claim held by any person or entity, including a judgment
creditor, secured by a lien on any property in which BPTC or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not
subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of BPTC or its
Estate in such property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim
Allowed under the Plan as a Secured Claim. The Debtors are not aware of any Holders of Class 13B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 13B Claim shall receive one of the following alternative treatments, at the election of BPTC: (i) the
legal, equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) BPTC shall surrender all collateral securing such Claim to the
Holder thereof, without representation or warranty by or recourse against BPTC or Reorganized BPTC; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of
the Bankruptcy Code. Any default with respect to any Class 13B Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 13B Claims are unaltered by the Plan. Because Class 13B is not impaired, the Holders of Class 13B
Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 13B Claims are not entitled to vote to accept
or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 13CIntercompany Claims (Unimpaired)

Class 13C consists of all Intercompany Claims against BPTC. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 13C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 13C is not impaired, and the Holders of Class 13C Claims are conclusively deemed to
have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 13C are not entitled to vote to accept or reject the Plan. The Debtors are not
aware of any Claims in this Class.

Class 13DGeneral Unsecured Claims (Impaired)

Class 13D consists of all General Unsecured Claims against BPTC but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 13D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed Claim.
Class 13D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 13D is required for the Plan to be confirmed.

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Class 13EEquity Interests (Unimpaired)

Class 13E consists of all Claims of Holders of Equity Interests in BPTC. On the Effective Date, each Holder of a Class 13E Equity Interest shall retain its Common
Stock and all rights, interests, and obligations related thereto. Class 13E is not impaired, and the Holders of Class 13E Claims are conclusively deemed to have accepted the Plan pursuant to Section
1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 13E Claims are not entitled to vote to accept or reject the Plan.



Class 14AOther Priority Claims (Unimpaired)

Class 14A consists of all Other Priority Claims against UFDC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including
priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims), other than
a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 14A Claims are unaltered by the Plan. Unless the Holder of such Claim and
UFDC agree to a different treatment, each Holder of an Allowed Class 14A Claim shall receive one of the following alternative treatments, at the election of UFDC: (i) to the extent then due and owing
on the Effective Date, such Claim will be paid in full in Cash by Reorganized UFDC; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be paid in full in Cash by
Reorganized UFDC, or (B) will be paid in full in Cash by Reorganized Debtor UFDC when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be otherwise
treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 14A Claim that existed
immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 14A is not impaired, and the Holders of Class 14A Claims are conclusively deemed to
have accepted the Plan pursuant to Section 11214(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 14A are not entitled to vote to accept or reject the Plan. The Debtors are not
aware of any Claims in this Class.

Class 14BSecured Claims (Unimpaired)

Class 14B consists of all Secured Claims against UFDC. A Secured Claim against UFDC is: (i) a Claim held by any person or entity, including a judgment creditor,
secured by a lien on any property in which UFDC or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to
avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UFDC or its Estate in such
property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured
Claim. The Debtors are not aware of any Holders of Class 14B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 14B Claim shall receive one of the following alternative treatments, at the election of UFDC: (i) the legal,
equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UFDC shall surrender all collateral securing such Claim to the Holder thereof,
without representation or warranty by or recourse against UFDC or Reorganized UFDC; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered
unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 14B Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured
upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 14B Claims are unaltered by the Plan. Because Class 14B is not impaired, the Holders of Class 14B Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of

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Class 14B Claims are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 14CIntercompany Claims (Unimpaired)

Class 14C consists of all Intercompany Claims against UFDC. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 14C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 14C is not impaired, and the Holders of Class 14C Claims are conclusively deemed to
have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 14C are not entitled to vote to accept or reject the Plan. The Debtors are not
aware of any Claims in this Class.

Class 14DGeneral Unsecured Claims (Impaired)

Class 14D consists of all General Unsecured Claims against UFDC but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 14D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed Claim.
Class 14D is not impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 14D is required for the Plan to be confirmed. The
Debtors are not aware of any Claims in this Class.

Class 14EEquity Interests (Unimpaired)

Class 14E consists of all Claims of Holders of Equity Interests in UFDC. On the Effective Date, each Holder of a Class 14E Equity Interest shall retain its Common
Stock and all rights, interests, and obligations related thereto. Class 14E is not impaired, and the Holders of Class 14E Claims are conclusively deemed to have accepted the Plan pursuant to Section
1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 14E Claims are not entitled to vote to accept or reject the Plan.



Class 15AOther Priority Claims (Unimpaired)

Class 15A consists of all Other Priority Claims against UAPR accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including
priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims), other than
a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 15A Claims are unaltered by the Plan. Unless the Holder of such Claim and
UAPR agree to a different treatment, each Holder of an Allowed Class 15A Claim shall receive one of the following alternative treatments, at the election of UAPR: (i) to the extent then due and owing
on the Effective Date, such Claim will be paid in full in Cash by Reorganized UAPR, (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be paid in full in Cash by
Reorganized UAPR, or (B) will be paid in full in Cash by Reorganized Debtor UAPR when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be otherwise
treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 15A Claim that existed
immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 15A is not impaired, and the Holders of Class 15A Claims are conclusively deemed to have
accepted the Plan pursuant to Section 11215(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 15A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of
any Claims in this Class.

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Class 15BSecured Claims (Unimpaired)

Class 15B consists of all Secured Claims against UAPR. A Secured Claim against UAPR is: (i) a Claim held by any person or entity, including a judgment creditor,
secured by a lien on any property in which UAPR or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to
avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of UAPR or its Estate in such
property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured
Claim. The Debtors are not aware of any Holders of Class 15B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 15B Claim shall receive one of the following alternative treatments, at the election of UAPR: (i) the legal,
equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) UAPR shall surrender all collateral securing such Claim to the Holder thereof,
without representation or warranty by or recourse against UAPR or Reorganized UAPR, or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered
unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 15B Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured
upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 15B Claims are unaltered by the Plan. Because Class 15B is not impaired, the Holders of Class 15B Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 15B Claims are not entitled to vote to accept or reject the Plan. The
Debtors are not aware of any Claims in this Class.

Class 15CIntercompany Claims (Unimpaired)

Class 15C consists of all Intercompany Claims against UAPR. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 15C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 15C is not impaired, and the Holders of Class 15C Claims are conclusively deemed to
have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 15C are not entitled to vote to accept or reject the Plan. The Debtors are not
aware of any Claims in this Class.

Class 15DGeneral Unsecured Claims (Impaired)

Class 15D consists of all General Unsecured Claims against UAPR but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 15D Claim shall, in full and complete satisfaction of such Claim be paid in full in the form of a Promissory Note in the amount of such Allowed Claim.
Class 15D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 15D is required for the Plan to be confirmed. The
Debtors are not aware of any Claims in this Class.

Class 15EEquity Interests (Unimpaired)

Class 15E consists of all Claims of Holders of Equity Interests in UAPR. On the Effective Date, each Holder of a Class 15E Equity Interest shall retain its Common
Stock and all rights, interests, and obligations related thereto. Class 15E is not impaired, and the Holders of Class 15E Claims are conclusively deemed to have accepted the Plan pursuant to Section
1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 15E Claims are not entitled to vote to accept or reject the Plan.

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Class 16AOther Priority Claims (Unimpaired)

Class 16A consists of all Other Priority Claims against KRAC accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including
priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims), other than
a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 16A Claims are unaltered by the Plan. Unless the Holder of such Claim and
KRAC agree to a different treatment, each Holder of an Allowed Class 16A Claim shall receive one of the following alternative treatments, at the election of KRAC: (i) to the extent then due and owing
on the Effective Date, such Claim will be paid in full in Cash by Reorganized KRAC; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be paid in full in Cash by
Reorganized KRAC, or (B) will be paid in full in Cash by Reorganized Debtor KRAC when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be otherwise
treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 16A Claim that existed
immediately prior to the tiling of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 16A is not impaired, and the Holders of Class 16A Claims are conclusively deemed to have
accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 16A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of
any Claims in this Class.

Class 16BSecured Claims (Unimpaired)

Class 16B consists of all Secured Claims against KRAC. A Secured Claim against KRAC is: (i) a Claim held by any person or entity, including a judgment creditor,
secured by a lien on any property in which KRAC or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to
avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of KRAC or its Estate in such
property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured
Claim. The Debtors are not aware of any Holders of Class 16B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 16B Claim shall receive one of the following alternative treatments, at the election of KRAC: (i) the legal,
equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) KRAC shall surrender all collateral securing such Claim to the Holder thereof,
without representation or warranty by or recourse against KRAC or Reorganized KRAC; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered
unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 16B Claim that existed immediately prior to the filing of the Chapter 11 Cases, shall be deemed cured
upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 16B Claims are unaltered by the Plan Because Class 16B is not impaired, the Holders of Class 16B Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 16B Claims are not entitled to vote to accept or reject the Plan.

Class 16CIntercompany Claims (Unimpaired)

Class 16C consists of all Intercompany Claims against KRAC. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 16C Claim shall

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retain such Claim and the rights, interests, and obligations related thereto. Class 16C is not impaired, and the Holders of Class 16C Claims are conclusively deemed to have accepted the Plan pursuant
to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 16C are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 16DGeneral Unsecured Claims (Impaired)

Class 16D consists of all General Unsecured Claims against KRAC but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 16D Claim shall, in full and complete satisfaction of such Claim be paid in full in the form of a Promissory Note in the amount of such Allowed Claim.
Class 16D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 16D is required for the Plan to be confirmed.

Class 16EEquity Interests (Unimpaired)

Class 16E consists of all Claims of Holders of Equity Interests in KRAC. On the Effective Date, each Holder of a Class 16E Equity Interest shall retain its Common
Stock and all rights, interests, and obligations related thereto. Class 16E is not impaired, and the Holders of Class 16E Claims are conclusively deemed to have accepted the Plan pursuant to Section
1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 16E Claims are not entitled to vote to accept or reject the Plan.



Class 17AOther Priority Claims (Unimpaired)

Class 17A consists of all Other Priority Claims against Mamaroneck accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code
(including priority employee salary and wage Claims to the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims),
other than a Priority Tax Claim or an Administrative Expense Claim. The legal, equitable and contractual rights of the Holders of Class 17A Claims are unaltered by the Plan. Unless the Holder of such
Claim and Mamaroneck agree to a different treatment, each Holder of an Allowed Class 17A Claim shall receive one of the following alternative treatments, at the election of Mamaroneck: (i) to the
extent then due and owing on the Effective Date, such Claim will be paid in full in Cash by Reorganized Mamaroneck; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be
paid in full in Cash by Reorganized Mamaroneck, or (B) will be paid in full in Cash by Reorganized Mamaroneck when and as such Claim becomes due and owing in the ordinary course of business; or (iii)
such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any
Class 17A Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Class 17A is not impaired, and the Holders of Class 17A Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 17A are not entitled to vote to accept or reject the Plan.
The Debtors are not aware of any Claims in this Class.

Class 17BSecured Claims (Unimpaired)

Class 17B consists of all Secured Claim against Mamaroneck. A Secured Claim against Mamaroneck is: (i) a Claim held by any person or entity, including a judgment
creditor, secured by a lien on any property in which Mamaroneck or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is
not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of Mamaroneck or
its Estate in such property

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securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured Claim. The
Debtors are not aware of any Holders of Class 17B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 17B Claim shall receive one of the following alternative treatments, at the election of Mamaroneck: (i) the legal,
equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) Mamaroneck shall surrender all collateral securing such Claim to the Holder
thereof, without representation or warranty by or recourse against Mamaroneck or Reorganized Mamaroneck, or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 17B Claim that existed immediately prior to the filing of the Chapter 11 Cases
shall be deemed cured upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 17B Claims are unaltered by the Plan. Because Class 17B is not impaired, the Holders of Class 17B Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 17B Claims are not entitled to vote to accept or reject the Plan. The
Debtors are not aware of any Claims in this Class.

Class 17CIntercompany Claims (Unimpaired)

Class 17C consists of all Intercompany Claims against Mamaroneck. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of
an Allowed Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 17C is not impaired, and the Holders of Class 17C Claims are conclusively deemed to have
accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code:. Therefore, the Holders of Claims in Class 17C are not entitled to vote to accept or reject the Plan. The Debtors are not aware of
any Claims in this Class.

Class 17DGeneral Unsecured Claims (Unimpaired)

Class 17D consists of all General Unsecured Claims against Mamaroneck but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 17D Claim shall be paid in full. Class 17D is not impaired, and the Holders of Class 17D Claims are conclusively deemed to have accepted the Plan
pursuant to Section 1126(f) of the Bankruptcy Code, Therefore, fhe Holders of Claims in Class 17D are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this
Class.

Class 17EPreferred Stock (Unimpaired)

Class 17E consists of all Claims of Holders of preferred Stock in Mamaroneck. On or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 17E Preferred Stock Claim shall receive a Mamaroneck Preferred Stock Payment. All Mamaroneck Preferred Stock issued before the Petition Date will be canceled. Class 17E is not impaired,
and the Holders of Class 17E Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 17E are not entitled
to vote to accept or reject the Plan.

Class 17FCommon Stock (Unimpaired)

Class 17F consists of all Claims of Holders of Common Stock in Mamaroneck. On or as soon as reasonably practicable after the Effective Date, Holders of Class 17F
Common Stock shall receive a Pro Rata Cash distribution of all liquidated assets of Mamaroneck after Mamaroncck makes all distributions to Holders of Class 17A, 17B, 17C, 17D, and 17E Claims. All
Mamaroneck Common

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Stock issued before the Petition Date will be canceled. Class 17F is not impaired, and the Holders of Class 17F Claims are conclusively deemed to have accepted the Plan pursuant to Section 1126(fl of
the Bankruptcy Code. Therefore, the Holders of Claims in Class 17F are not entitled to vote to accept or reject the Plan.



Class 18AOther Priority Claims (Unimpaired)

Class 18A consists of all Other Priority Claims against R&S accorded the priority and right of payment under Section 507(a) of the Bankruptcy Code (including
priority employee salary and wage Claims to
the extent not paid prior to Confirmation pursuant to any first-day orders authorizing payment of Prepetition wage, salary, and benefits Claims), other than a Priority Tax Claim or an Administrative
Expense Claim. The legal, equitable and contractual rights of the Holders of Class 18A Claims are unaltered by the Plan. Unless the Holder of such Claim and R&S agree to a different treatment, each
Holder of an Allowed Class 18A Claim shall receive one of the following alternative treatments, at the election of R&S: (i) to the extent then due and owing on the Effective Date, such Claim will be
paid in full in Cash by Reorganized R&S; (ii) to the extent not due and owing on the Effective Date, such Claim (A) will be paid in full in Cash by Reorganized R&S, or (B) will be paid in full in Cash
by Reorganized Debtor R&S when and as such Claim becomes due and owing in the ordinary course of business; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall
otherwise be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 18A Claim that existed immediately prior to the filing of the Chapter 11 Case
shall be deemed cured upon the Effective Date. Class 18A is not impaired, and the Holders of Class 18A Claims are conclusively deemed to have accepted the Plan pursuant to Section 11218(f) of the
Bankruptcy Code. Therefore, the Holders of Claims in Class 18A are not entitled to vote to accept or reject the Plan. The Debtors are not aware of any Claims in this Class.

Class 18BSecured Claims (Unimpaired)

Class 18B consists of all Secured Claims against R&S. A Secured Claim against R&S is: (i) a Claim held by any person or entity, including a judgment creditor,
secured by a lien on any property in which R&S or its Estate has an interest, which lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, and is not subject to
avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of (A) the value of such Secured Claim Holder's interest in any interest of R&S or its Estate in such
property securing such Claim or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; or (ii) a Claim Allowed under the Plan as a Secured
Claim. The Debtors are not aware of any Holders of Class 18B Claims.

Under
the Plan, on the Effective Date, each Holder of an Allowed Class 18B Claim shall receive one of fhe following alternative treatments, at the election of R&S: (i) the legal,
equitable and contractual rights to which such Claim entitles the Holder thereof shall be unaltered by the Plan; (ii) R&S shall surrender all collateral securing such Claim to the Holder thereof,
without representation or warranty by or recourse against R&S or Reorganized R&S; or (iii) such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered
unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 18B Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured
upon the Effective Date.

The
legal, equitable and contractual rights of the Holders of Class 18B Claims are unaltered by the Plan. Because Class 18B is not impaired, the Holders of Class 18B Claims are
conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 18B Claims are not entitled to vote to accept or reject the Plan. The
Debtors are not aware of any Claims in this Class.

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Class 18CIntercompany Claims (Unimpaired)

Class 18C consists of all Intercompany Claims against R&S. Under the Plan, on or as soon as reasonably practicable after the Effective Date, each Holder of an
Allowed Class 18C Claim shall retain such Claim and the rights, interests, and obligations related thereto. Class 18C is not impaired, and the Holders of Class 18C Claims are conclusively deemed to
have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 18C are not entitled to vote to accept or reject the Plan,

Class 18DGeneral Unsecured Claims (Impaired)

Class 18D consists of all General Unsecured Claims against R&S but does not include Intercompany Claims. On or as soon as reasonably practicable after the
Effective Date, each Holder of an Allowed Class 18D Claim shall, in full and complete satisfaction of such Claim, be paid in full in the form of a Promissory Note in the amount of such Allowed Claim.
Class 18D is impaired, and approval of the Plan by Holders of at least two-thirds in amount and more than one-half in number of Holders in Class 18D is required for the Plan to be confiied.

Class 18EEquity Interests (Unimpaired)

Class 18E consists of all Claims of Holders of Equity Interests in R&S. On the Effective Date, each Holder of a Class 18E Equity Interest shall retain its Common
Stock and all rights, interests, and obligations related thereto. Class 18E is not impaired, and the Holders of Class 18E Claims are conclusively deemed to have accepted the Plan pursuant to Section
1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 18E Claims are not entitled to vote to accept or reject the Plan.

ARTICLE III
FINANCIAL ANALYSIS

A.    Liquidation Analysis

Pursuant to Section 1129(a)(7) of the Bankruptcy Code (sometimes called the "best interests" test) the Bankruptcy Code requires that each Holder of an Impaired
claim or Equity Interest either (a) accept the Plan or (b) receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the value such Holder would receive or
retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on the Effective Date. The first step in meeting this test is to determine the dollar amount that would be generated from
the hypothetical liquidation of the Debtors' assets and properties in the context of a liquidation in a Chapter 7 case. The gross amount of Cash available would be the sum of the proceeds from the
disposition of the Debtors' assets and the Cash held by the Debtor at the time of the commencement of the Chapter 7 case. Such amount is reduced by the amount of any Claims secured by such assets, the
costs and expenses of the liquidation, and such additional administrative expenses and priority Claims that may result from the termination of the Debtors' business and the use of Chapter 7 for the
purposes of a hypothetical liquidation. Any remaining net cash would be allocated to creditors and shareholders in strict priority in accordance with Section 726 of the Bankruptcy Code.

A
general summary of the assumptions used by the Debtors' management in preparing the liquidation analysis follows. The more specific assumptions are discussed below.



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Wholly-owned
real estate, leased theatre properties, leasehold improvements, and theatre fixtures and furniture account for a substantial portion of the Debtors' assets. The Chapter 7
liquidation value of the Debtors' theatre assets was assessed for each property individually based on an evaluation of historical cash flow performance, remaining lease terms and payment obligations,
available real estate appraisals, and the overall marketability of the asset. Theatre assets with declining historical and projected future cash flow performance near a break-even or unprofitable
level were assumed to generate no value in a Chapter 7 liquidation, For other non-theatre assets, liquidation values were assessed for general Classes by estimating the percentage recoveries that the
Debtors might achieve through their disposition.

The
estimation of net proceeds available from the liquidation of the Debtors' theatre assets assumes that (a) there is a ready market for theatre properties located in strategic
geographic regions, (b) a willing buyer exists for the Debtors' performing theatres, and (c) the Debtors are successful in completing the sale of targeted Project Clean-Up properties at estimated
"pricepoints." It is important to note, however, that the theatre industry as a whole is over-leveraged and over-saturated with movie
theatre screens, thus severely limiting potential sale opportunities for the Debtors' theatre properties. With respect to the Debtors' leased properties, the Liquidation Analysis assumes that
cash-flow positive theatres with favorable lease terms are either sold or reverted back to landlords. Leased theatre properties with minimal or negative cash flow and/or unfavorable lease terms are
assumed to generate no value in a Chapter 7 liquidation while at the same time generating incremental lease rejection Claims. The treatment of leased theatre properties in the liquidation analysis
similarly assumes that there is a ready market for theatre properties with favorable lease terms and cash flow prospects.



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After consideration of the effects that a Chapter 7 liquidation would have on the ultimate proceeds available for distribution to creditors as compared to a Chapter 11 case, including
(a) the increased costs and expenses of a liquidation under Chapter 7 arising from fees payable to a bankruptcy trustee and the trustee's professional advisors, (b) the erosion in value of assets in a
Chapter 7 case in the context of the expeditious liquidation required under Chapter 7 and the "forced sale" atmosphere that would prevail, and (c) substantially ,increased Claims which would be
satisfied on a priority basis,the Debtors have determined, as summarized on the following chart, that Confirmation of the Plan will provide each creditor and equity holder
with a recovery that is equal to or greater than it would receive pursuant to a liquidation of the Debtors under Chapter 7 of the Bankruptcy Code.

SUMMARY OF RECOVERIES

|Claims                             |  | Classes                                                                              |  | Chapter 7 |  | Under the Plan
|---------------------------------- |  | ------------------------------------------------------------------------------------ |  | --------- |  | --------------
|Priority and Administrative Claims |  | Unclassified                                                                         |  | 100%      |  | 100%          
|Other Priority Claims              |  | lA, 2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, lOA, 1 lA, 12A, 13A, 14A, 15A, 16A, 17A, and 18A |  | 100%      |  | 100%          

SUMMARY OF RECOVERIES

|Bank Claims                                          |  | 1B, 2B, 3B, 4B and 5B                                                              |  | 47.6 | % | 82.4 | %*  
|---------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | ---- | - | ---- | ----
|Other Secured Claims                                 |  | 1C, 2C, 3C, 4C and 5C                                                              |  | 100  | % | 100  | %   
|Secured Claims                                       |  | 6B, 7B, 8B, 9B, 10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B and 18B                     |  | 100  | % | 100  | %   
|Intercompany Claims                                  |  | 1D, 2E, 3D, 4D, 5D, 6C, 7C, 8C, 9C, 10C, 11C, 12C, 13C, 14C, 15C, 16C, 17C and 18C |  | 100  | % | 100  | %   
|UA Note Claim                                        |  | 2D                                                                                 |  | 0    | % | 1.81 | %   
|General Unsecured Claims (Against UATC)              |  | 2F                                                                                 |  | 0    | % | 5.2  | %** 
|General Unsecured Claims (Against UA)                |  | 1E                                                                                 |  | 0    | % | 1.22 | %***
|General Unsecured Claims (Against all other Debtors) |  | 3E, 4E, 5E, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, 17D and 18D         |  | 100  | % | 100  | %   
|Equity Interests (in UA and UATC)                    |  | 1F and 2G                                                                          |  | 0    | % | 0    | %   
|Equity Interests (in all other Debtors)              |  | 3F, 4F, 5F, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 17F and 18E    |  | 100  | % | 100  | %   

---

72

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Moreover,
the Debtors believe that the value of the distributions from the liquidation proceeds to each Class of Allowed Claims in a Chapter 7 case would be the same or less than the
value of distributions under the Plan because (1) such distributions in a Chapter 7 case may not occur for a substantial period of time and (2) the amount of landlord lease rejection claims would be
significantly higher in a Chapter 7 liquidation. In this regard, it is possible that a distribution of the proceeds of the liquidation could be delayed for a year or more after the completion of such
liquidation in order to resolve the Claims and prepare for distributions. In the event litigation were necessary to resolve Claims asserted in the Chapter 7 case, the delay could be further prolonged
and administrative expenses further increased. The effects of this delay on the value of distributions under the hypothetical liquidation have not been considered

4.    Liquidation Analysis

The Debtors' Liquidation Analysis is an estimate of the proceeds that may be generated as a result of a hypothetical liquidation of the
Debtors' assets under Chapter 7 of the Bankruptcy Code.Underlying the Liquidation Analysis are a number of estimates and assumptions that are inherently subject to significant
economic, competitive and operational uncertainties and contingencies beyond the control of the Debtors or a Chapter 7 trustee. Additionally, various liquidation decisions upon which certain
assumptions are based are subject to change. Therefore, there can be no assurance that the assumptions and estimates employed in determining the liquidation values of the Debtors' assets will result
in an accurate estimate of the proceeds that would be realized were United Artists to undergo an actual liquidation. The Liquidation Analysis does not include liabilities that may arise as a result of
litigation, certain new tax assessments, landlord lease rejection Claims, employee severance Claims, or other potential Claims. No value was assigned to additional proceeds which might result from the
sale of certain items with intangible value. The Liquidation Analysis also does not include potential recoveries from avoidance actions. Therefore, the actual liquidation value of the Debtors could
vary materially from the estimates provided herein. The Liquidation Analysis set forth below was based on the estimated values of United Artists' assets as of December 28, 2000. These values have not
been subject to any review, compilation or audit by any independent accounting firm.

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UNITED ARTISTS THEATRE COMPANY LIQUIDATION ANALYSIS
($ in 000's)

|                                                                |                                                         | 12/28/00
Estimated Balance
(before fresh start) |         | Estimated
Recovery |       | Estimated
Liquidation
Proceeds
|--------------------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------------- | ------- | ------------------ | ----- | ------------------------------
|PROCEEDS FROM LIQUIDATION                                       |                                                         |                                                 |         |                    |       |                               
|Cash & Investments                                              |                                                         | $                                               | 18,894  |                    | 100.0 | %                             
|Accounts and Notes Receivable                                   |                                                         |                                                 | 9,640   |                    | 80.0  | %                             
|Inventories                                                     |                                                         |                                                 | 5,942   |                    | 60.0  | %                             
|Prepaid Expense                                                 |                                                         |                                                 | 13,864  |                    | 0.0   | %                             
|Equity Investment in Affiliates                                 |                                                         |                                                 | 3,091   |                    | 20.0  | %                             
|Net PP&E and Lease Acquisition Costs (including capital leases) |                                                         |                                                 | 391,726 |                    | 53.7  | %                             
|Other Assets                                                    |                                                         |                                                 | 16,978  |                    | 0.0   | %                             
|                                                                |                                                         |                                                 |         |                    |       |                               
|Total Proceeds from the Liquidation of Assets                   |                                                         | $                                               | 460,134 |                    | 52.4  | %                             
|                                                                | Plus: Cash Flow Generated During the Liquidation Period |                                                 |         |                    |       |                               
|Total Proceeds Available for Distribution                       |                                                         |                                                 |         |                    |       |                               

|                                                           |                             |  
|---------------------------------------------------------- | --------------------------- | -
|
|ALLOCATION OF PROCEEDS                                     |                             |  
|Priority & Administrative Claims:                          |                             |  
|                                                           | Trustee & Professional Fees |  
|                                                           | Priority Tax Claims         |  
|                                                           | Wind-Down Costs             |  
|                                                           |                             |  
|Total Priority & Administrative Claims                     |                             | $
|Value Available for Payment of Secured Claims              |                             |  
|Secured Claims:                                            |                             |  
|                                                           | DIP Facility                |  
|                                                           | Revolver                    |  
|                                                           | Letters of Credit           |  
|                                                           | Term Loan                   |  
|                                                           | Other Secured Debt          |  
|                                                           |                             |  
|Total Secured Claims                                       |                             | $
|Proceeds Available for Payment of General Unsecured Claims |                             |  
|Proceeds Available for Distribution to Equity              |                             |  

5.    Notes to Liquidation Analysis



74

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75

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6.    Valuation Methodology

In
order to comply with the "best interests" test as well as to determine the relative distributions to parties in interest under the Plan, an estimated reorganization value (the
"Reorganization Value") has been prepared by Houlihan Lokey Howard & Zukin Capital ("Houlihan Lokey"), financial advisors to the Debtors. Houlihan Lokey has determined the Reorganization Value based
on an assumed Effective Date of December 28, 2000 giving effect to the implementation of the Plan.

In
reaching its conclusions on Reorganization Value, Houlihan Lokey analyzed the Debtors' current operations and projections, as well as the industry in which the Debtors compete. Among
other analyses, Houlihan Lokey (a) reviewed certain historical financial information of the Debtors, (b) reviewed certain internal operating reports, including management-prepared financial
projections and analyses, (c) assisted in the creation of updated financial projections, (d) discussed historical and projected financial performance with senior management, (e) reviewed industry
trends and operating statistics, (f) analyzed the capital structures, financial performance, and market valuations of other competitors in the theatre industry, (g) analyzed the capital structures and
betas of companies in industries with operational dynamics similar to those of the Debtors, and (h) prepared such other analyses as Houlihan Lokey deemed necessary and appropriate.

Houlihan
Lokey relied on the accuracy and reasonableness of the historical financial information and projection assumptions provided by the Debtors' management. Houlihan Lokey's
valuation is based on the assumption that the operating results anticipated by management can be achieved in all material respects, including attendance levels, revenue growth, and improvements in
operating margins, earnings, and cash flow. To the extent that the valuation is dependent upon the Debtors' achievement of the projections contained in the Disclosure Statement, the valuation should
be considered speculative.

In
addition to relying on management's projection assumptions, Houlihan Lokey's valuation analysis is based on a number of assumptions including, but not limited to: (a) a successful and
timely reorganization of the Debtors' capital structure; (b) an improvement in current market conditions through the Effective Date as well as the forecast period for the operating projections; (c)
the Plan becoming effective in accordance with its proposed terms; and (d) the continuity of present operating management of the Debtors following consummation of the Plan. Houlihan Lokey's valuation
analysis further assumes that the Debtors (i) are successful in disposing of its Project Clean-Up theatres in
accordance with the time line reflected in the operating projections and (ii) have the financial flexibility to invest capital in upgrading its existing theatre base to remain competitive.

Two
methodologies were used to derive the value of Reorganized Debtors based on the projections: (a) a comparison of the company and its current and historical operating performance to

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the public market values of companies deemed comparable to the Debtors; and (b) a calculation of the present value of free cash flows (including a terminal value, defined herein) based on a set of
projections (the "Projections") created by the Debtors' senior management and Houlihan Lokey.

The
market-based approach involves: (a) identifying a group of publicly traded companies whose businesses are comparable to those of the Debtors (the "Comparable Companies"); (b)
calculating capitalization multiples, which are ratios based on (i) the enterprise value (calculated as Total Market Value of Equity plus Total Debt less Cash) of the Comparable Companies and (ii) the
financial results of these companies; and (c) applying a range of capitalization multiples to the Debtors' recent financial results to arrive at an implied value range for the Debtors.

The
discounted cash flow approach involves the analysis of the unleveraged free cash flows that the Debtors are expected to generate based on the Projections. These cash flows, in
conjunction with an estimated value of the Company at the end of the projected period (the "Terminal Value"), are discounted to the Effective Date at the Debtors' post-restructuring weighted average
cost of capital in order to determine the Debtors' enterprise value.

In
calculating the Debtors' weighted average cost of capital, Houlihan Lokey applied a beta that it believed was appropriate given the Debtors' risk profile. The betas of other theatre
exhibitors were deemed meaningless as a result of the over leveraged nature of the exhibitor industry; thus, the betas of Comparable Companies were not considered when Houlihan Lokey determined an
appropriate beta for the Debtors. Consequently, Houlihan Lokey utilized betas from companies that, although not in the exhibitor industry, shared key operating characteristics with the Debtors. These
characteristics include: (a) the generation of most revenues on a cash-basis rather than a receivables-basis; (b) peak sales occurring during a particular season, holidays, and/or weekends; (c) the
service-oriented rather than manufacturing-oriented business; (d) much of the fixed assets are not owned; and (e) an entertainment sector business.

Based
on the analysis performed, Houlihan Lokey estimates the Reorganization Value as of December 28, 2000 to be from $360 million to $400 million, with a mid-point of $380
million. Based on this range and the total level of indebtedness outlined in the Plan ($260 million), Houlihan Lokey estimates an equity value range (including convertible preferred stock) of
approximately $100 million to $140 million with a mid-point value of $120 million.

The
Reorganization Value represents the going concern value of the Debtors on a deleveraged basis, giving effect to the implementation of the Plan. As such, the Reorganization Value is
not a prediction of the future trading prices of securities of the Reorganized Debtors. The Reorganization Value does not represent a liquidation value of the Debtors or their assets; a Liquidation
Analysis has been prepared and provided separately in Article III.A.4 of the Disclosure Statement. This valuation also does not represent an appraisal of the Debtors' assets.

B.    Projections

1.    Responsibility for and Purpose of the Projections

As a condition to confirmation of a plan, the Bankruptcy Code requires, among other things, that the bankruptcy court determine that the plan is "feasible," i.e.,
that Confirmation is not likely to be followed by a liquidation or the need for further financial reorganization of the debtor. In connection with the development of the Plan, and for purposes of
determining whether the Plan satisfies feasibility standards, the Debtors' management has, through the development of financial projections (the "Projections"), analyzed the ability of the Debtors to
meet their obligations under the Plan to maintain sufficient liquidity and capital resources to conduct its business. The Projections were also prepared to assist each Holder of a Claim entitled to
vote under the Plan (see Article III of the Disclosure Statement) in determining whether to accept or reject the Plan.

77

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The
Projections should be read in conjunction with the assumptions, qualifications and footnotes to tables containing the Projections set forth herein, the historical consolidated
financial information (including the notes and schedules thereto) and the other information set forth in UA's and UATC's Annual Reports on Form 10-K for the fiscal year ended 1999, and UA's and UATC's
Quarterly Reports on Form 10-Q for the periods ended March 30, 2000 and June 29, 2000 respectively. The Projections were prepared in good faith based upon assumptions believed to be
reasonable and applied in a manner consistent with past practice. Most of the assumptions about the operations of the business after the assumed Effective Date which are utilized in the Projections
were prepared in August, 2000 and were based, in part, on economic, competitive, and general business conditions prevailing at the time. While as of the date of this Disclosure Statement such
conditions have not materially changed, any future changes in these conditions may materially impact the ability of the Debtors to achieve the Projections.

THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARDS COMPLYING WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS. THE DEBTORS' INDEPENDENT ACCOUNTANT HAS NEITHER COMPILED NOR EXAMINED THE ACCOMPANYING PROSPECTIVE FINANCIAL INFORMATION TO DETERMINE THE REASONABLENESS THEREOF AND,
ACCORDINGLY, HAS NOT EXPRESSED AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT THERETO.

THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH PROJECTIONS OF THEIR ANTICIPATED FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS. ACCORDINGLY, THE
DEBTORS DO NOT INTEND, AND DISCLAIM ANY OBLIGATION, TO (A) FURNISH UPDATED PROJECTIONS TO HOLDERS OF CLAIMS OR EQUITY INTERESTS PRIOR TO THE EFFECTIVE DATE OR TO HOLDERS OF NEW COMMON STOCK OR ANY
OTHER PARTY AFTER THE EFFECTIVE DATE, (B) INCLUDE SUCH UPDATED INFORMATION IN ANY DOCUMENTS THAT MAY BE REQUIRED TO BE FILED WITH THE SEC, OR (C) OTHERWISE MAKE SUCH UPDATED INFORMATION PUBLICLY
AVAILABLE.

THE PROJECTIONS PROVIDED IN THE DISCLOSURE STATEMENT HAVE BEEN PREPARED EXCLUSIVELY BY THE DEBTORS' MANAGEMENT. THESE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL
SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY MANAGEMENT, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS,
ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS' CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE FINANCIAL
PROJECTIONS OR TO THE REORGANIZED DEBTORS' ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE
DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS
IN A MATERIAL AND POSSIBLY ADVERSE MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.

FINALLY, THE FOLLOWING PROJECTIONS INCLUDE ASSUMPTIONS AS TO THE ENTERPRISE VALUE OF THE REORGANIZED DEBTORS, THE FAIR VALUE OF ITS ASSETS AND ITS ACTUAL
LIABILITIES AS OF THE EFFECTIVE DATE. THE REORGANIZED DEBTORS WILL BE REQUIRED TO MAKE SUCH ESTIMATIONS AS OF THE EFFECTIVE DATE. SUCH DETERMINATION WILL BE BASED UPON THE FAIR VALUES AS OF THAT DATE,
WHICH

78

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COULD BE MATERIALLY GREATER OR LOWER THAN THE VALUES ASSUMED IN THE FOREGOING ESTIMATES.

2.    Summary of Significant Assumptions

The Debtors have developed the Projections (summarized below) to assist both creditors and equity holders in their evaluation of the Plan and to analyze its
feasibility.The Projections are based upon a number of significant assumptions described below. Actual operating results and values may and will vary from those
projected.



79

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80

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81

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3.    Special Note Regarding Forward-Looking Statements

Except for the historical information, statements contained in this Disclosure Statement and incorporated herein by reference, including
the projections in this section, may be considered "forward-looking statements" within the meaning of federal securities law. Such forward-looking statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not
limited to, general economic and business conditions, the competitive environment in which the Debtors operate and will operate, the success or failure of the Debtors in implementing their current
business and operational strategies, the level of trade creditor support, the availability, location and terms of sites for theatre development, the ability of the Debtors to dispose of their
unprofitable theatres, the ability of the Debtors to maintain and improve their attendance levels and operating margins, and the liquidity of the Debtors on a cash flow basis (including the ability to
comply with the financial covenants of its credit arrangements and to fund the Debtors' capital expenditure program). For additional information about the Debtors and relevant risk factors, see
Article XII of the Disclosure Statement.

4.    Financial Projections

The financial projections prepared by management are summarized in the following tables. Specifically, the attached tables include:



All
captions in the attached projections do not correspond exactly to the Debtors' historical external reporting; some captions have been combined for presentation purposes.

82

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REORGANIZED UNITED ARTISTS UNAUDITED PRO-FORMA BALANCE SHEETS
REFLECTING REORGANIZATION ADJUSTMENTS ($ in 000s)

|                                             |                                         | Estimated
12/28/00 |          | Fresh Start
Adjustments |   | Restated
12/28/00 |        
|-------------------------------------------- | --------------------------------------- | ------------------ | -------- | ----------------------- | - | ----------------- | -------
|ASSETS                                       |                                         |                    |          |                         |   |                   |        
|Current Assets:                              |                                         |                    |          |                         |   |                   |        
|                                             | Cash (a),(b)                            |                    | $        | 18,894                  |   | $                 | (7,000 
|                                             | Net Receivables                         |                    |          | 9,640                   |   |                   |       
|                                             | Merchandise Inventory &Prepaid Expenses |                    |          | 19,805                  |   |                   |       
|                                             |                                         |                    |          |                         |   |                   |        
|Total Current Assets                         |                                         | $                  | 48,339   |                         | $ | (7,000            | )      
|Investments                                  |                                         |                    | 3,091    |                         |   |                  |        
|Total Property, Plant & Equipment            |                                         |                    | 636,313  |                         |   |                  |        
|                                             | Less: Accumulated Depreciation          |                    |          | (286,137                | ) |                   |       
|                                             |                                         |                    |          |                         |   |                   |        
|Net PP&E                                     |                                         |                    | 350,176  |                         |   |                  |        
|Net Intangible Assets                        |                                         |                    | 41,550   |                         |   |                  |        
|Other Assets (Net)(c)                        |                                         |                    | 16,978   |                         |   | (14,831           | )      
|Reorganization Value in Excess of Book (d)   |                                         |                    |         |                         |   | 27,170            |        
|                                             |                                         |                    |          |                         |   |                   |        
|TOTAL ASSETS                                 |                                         | $                  | 460,134  |                         | $ | 5,340             |        
|LIABILITIES & STOCKHOLDERS' EQUITY           |                                         |                    |          |                         |   |                   |        
|Current Liabilities:                         |                                         |                    |          |                         |   |                   |        
|                                             | Accounts Payable (b)                    |                    | $        | 72,929                  |   | $                 | (10,000
|                                             | Accounts & Other Liabilities (b)        |                    |          | 55,564                  |   |                   | (33,020
|                                             |                                         |                    |          |                         |   |                   |        
|Total Current Liabilities                    |                                         | $                  | 128,493  |                         | $ | (43,020           | )      
|New Secured Credit Facility (a)              |                                         | $                  | 0        |                         | $ | 0                 |        
|Senior Secured Debt (b)                      |                                         |                    | 437,055  |                         |   | (187,001          | )      
|Senior Subordinated Notes (c)                |                                         |                    | 275,000  |                         |   | (275,000          | )      
|Other Debt                                   |                                         |                    | 6,976    |                         |   |                  |        
|Other Liabilities (b)                        |                                         |                    | 94.196   |                         |   | 42,260            |        
|                                             |                                         |                    |          |                         |   |                   |        
|TOTAL LIABILITIES                            |                                         | $                  | 941,720  |                         | $ | (547,281          | )      
|Minority Interest                            |                                         | $                  | 5,884    |                         |   |                  |        
|Convertible Preferred Stock(c)               |                                         |                    |         |                         |   | 57,000            |        
|Common Stock &Additional Paid-in Capital (d) |                                         |                    | 49,286   |                         |   | (41,137           | )      
|Dividends                                    |                                         |                    |         |                         |   |                  |        
|Foreign Currency Translation (d)             |                                         |                    | 13       |                         |   | (13               | )      
|Retained Earnings (d)                        |                                         |                    | {536,770 | )                       |   | 536,770           |        
|                                             |                                         |                    |          |                         |   |                   |        
|TOTAL LIABILITIES & STOCKHOLDER'S EQUITY     |                                         | $                  | 460,134  |                         | $ | 5,340             |        

5.    Notes to Pro-Forma Reorganized Balance Sheet



83

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84

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REORGANIZED UNITED ARTISTS UNAUDITED BALANCE SHEETS
FOR FISCAL YEARS ENDING IN 2000 THROUGH 2004 ($ in 000s)

|                                           |                                | As of Fiscal Year Ending |        
|------------------------------------------ | ------------------------------ | ------------------------ | -------
|
|Current Assets:                            |                                |                          |        
|Cash                                       |                                | $                        | 11,894 
|Net Receivables                            |                                |                          | 9,640  
|Merchandise Inventory & Prepaid Expenses   |                                |                          | 19,805 
|                                           |                                |                          |        
|Total Current Assets                       |                                | $                        | 41,339 
|Investments                                |                                |                          | 3,091  
|Total Property, Plant & Equipment          |                                |                          | 636,313
|                                           | Less: Accumulated Depreciation |                          |        
|                                           |                                |                          |        
|Net PP&E                                   |                                |                          | 350,176
|Net Intangible Assets                      |                                |                          | 41,550 
|Deferred Tax Asset                         |                                |                          |       
|Other Assets (net)                         |                                |                          | 2,147  
|Reorganization Value in Excess of Book     |                                |                          | 27,170 
|                                           |                                |                          |        
|TOTAL ASSETS                               |                                | $                        | 465,473
|LIABILITIES & STOCKHOLDERS' EQUITY         |                                |                          |        
|Current Liabilities:                       |                                |                          |        
|Accounts Payable                           |                                | $                        | 62,929 
|Accrued & Other Liabilities                |                                |                          | 22,545 
|                                           |                                |                          |        
|Total Current Liabilities                  |                                | $                        | 85,473 
|New Secured Credit Facility                |                                | $                        | 0      
|Senior Secured Debt                        |                                |                          | 250,054
|Senior Subordinated Notes                  |                                |                          |       
|Other Debt                                 |                                |                          | 6,976  
|Other Liabilities                          |                                |                          | 51,936 
|                                           |                                |                          |        
|TOTAL LIABILITIES                          |                                | $                        | 394,440
|Minority Interest                          |                                |                          | 5,884  
|Convertible Preferred Stock                |                                |                          | 57,000 
|Common Stock & Additional Paid-in Capital  |                                |                          | 8,149  
|Dividends                                  |                                |                          |       
|Foreign Currency Translation               |                                |                          |       
|Retained Earnings                          |                                |                          |       
|                                           |                                |                          |        
|Total Liabilities and Shareholders' equity |                                | $                        | 465,473

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REORGANIZED UNITED ARTISTS UNAUDITED
INCOME STATEMENTS FOR FISCAL YEARS 2000 THROUGH 2004 ($ in 000s)

|                                                                               |                                    | Fiscal Year Ending |         
|------------------------------------------------------------------------------ | ---------------------------------- | ------------------ | --------
|
|Revenues:                                                                      |                                    |                    |         
|                                                                               | Admissions                         |                    | $       
|                                                                               | Concession Sales                   |                    |         
|                                                                               | Net Other Revenues                 |                    |         
|                                                                               |                                    |                    |         
|Total Revenues                                                                 |                                    | $                  | 573,576 
|Costs & Expenses:                                                              |                                    |                    |         
|                                                                               | Film Rental & Advertising Expenses |                    | $       
|                                                                               | Direct Concession Costs            |                    |         
|                                                                               | Occupancy Expense                  |                    |         
|                                                                               | Other Operating Expenses           |                    |         
|                                                                               | General & Administrative           |                    |         
|                                                                               | Depreciation & Amortization        |                    |         
|                                                                               | No-Recurring Restructuring Charges |                    |         
|                                                                               |                                    |                    |         
|Operation Expenses                                                             |                                    | $                  | 570,033 
|Operating Income                                                               |                                    | $                  | 3,543   
|                                                                               | Interest Expense (Net)             |                    |         
|                                                                               | Other Expenses/(Income)            |                    |         
|                                                                               | Gains/Loss on Sale of Assets       |                    |         
|                                                                               | Equity Loss/(Income)               |                    |         
|                                                                               | Minority Interest                  |                    |         
|                                                                               |                                    |                    |         
|Earnings Before Taxes                                                          |                                    |                    | (91,836 
|                                                                               | Income Tax Expense                 |                    |         
|                                                                               |                                    |                    |         
|NET INCOME                                                                     |                                    | $                  | (91,836 
|Adjusted EBITDA.                                                               |                                    | $                  | 68,111  
|% EBITDA Margin                                                                |                                    |                    | 11.9    
|Net Income Before Amortization of Reorganization Value in Excess of Book Value |                                    |                    | (591.836

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REORGANIZED UNITED ARTISTS UNAUDITED STATEMENT OF
CASH FLOWS FOR FISCAL YEARS 2000 THROUGH 2004 ($ in 000s)

|                                                                                                    |                                                 | Fiscal Year Ending |        
|--------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------ | -------
|
|Net income (Loss)                                                                                   |                                                 | $                  | (91,836
|Adjustments to Reconcile net (loss) income to net cash provided by (used for) operating activities: |                                                 |                    |        
|                                                                                                    | Non-Cash Escalating Rent                        |                    |        
|                                                                                                    | Depreciation & Amortization                     |                    |        
|                                                                                                    | Provisions for Impairments and Lease Exit Costs |                    |        
|                                                                                                    | Gain on Disposition of Assets                   |                    |        
|                                                                                                    | Deferred Tax Asset                              |                    |        
|                                                                                                    | Minority Interest in Earnings                   |                    |        
|Change in Assets & Liabilities:                                                                     |                                                 |                    |        
|                                                                                                    | Receivables                                     |                    |        
|                                                                                                    | Inventory & Prepaids                            |                    |        
|                                                                                                    | Other Assets                                    |                    |        
|                                                                                                    | Accounts Payable                                |                    |        
|                                                                                                    | Accrued & Other Current Liabilities             |                    |        
|                                                                                                    |                                                 |                    |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                           |                                                 | $                  | 7,785  
|INVESTING ACTIVITIES                                                                                |                                                 |                    |        
|                                                                                                    | Capital Expenditures                            |                    | $      
|                                                                                                    | Early Lease Termination Payments                |                    |        
|                                                                                                    | Other                                           |                    |        
|                                                                                                    | Proceeds from Asset Sales                       |                    |        
|                                                                                                    |                                                 |                    |        
|NET CASH                                                                                            |                                                 |                    |        
|PROVIDED (USED) BY INVESTING ACTIVITIES                                                             |                                                 |                    | 51,148 
|FINANCING ACTIVITIES                                                                                |                                                 |                    |        
|                                                                                                    | Debt Borrowings/(Repayments)                    |                    | $      
|                                                                                                    | Increase/(Decrease) in Cash Overdraft           |                    |        
|                                                                                                    |                                                 |                    |        
|NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                                    |                                                 | $                  | (13,009
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                    |                                                 | $                  | (4,076 
|CASH AND EQUIVALENTS AT BEGINNING OF YEAR                                                           |                                                 | $                  | 15,970 
|CASH AND EQUIVALENTS AT END OF YEAR                                                                 |                                                 | $                  | 11,894 

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ARTICLE IV
PROCEDURES FOR TREATMENT OF DISPUTED,
CONTINGENT AND UNLIQUIDATED CLAIMS

A.    Prosecution of Objections to Claims

After
the ConfirmationDate, the Debtors andthe ReorganizedDebtors shall have the exclusive authority to File, settle, compromise, withdraw or litigate to judgment, any objections to
Claims. From and after the Confirmation Date, the Debtors and the Reorganized Debtors may settle or compromise any Disputed Claim without approval of the Bankruptcy Court. The Debtors also reserve the
right to resolve any Disputed Claims outside the Bankruptcy Court under applicable governing law.

B.    Estimation of Claims

The
Debtors or the Reorganized Debtors may, at any time, request that the Bankruptcy Court estimate any contingent or unliquidated Claimpursuant to Section 502(c) ofthe Bankruptcy Code
regardless of whether the Debtors or the Reorganized Debtors previously have objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will
retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. In the event
that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount will constitute either the allowed amount of such Claim or a maximum limitation on such Claim, as
determined by the Bankruptcy Court. If the estimated amount constitutes a maximumlimitation on such Claim, the Debtors or Reorganized Debtors may elect to pursue any supplemental proceedings to object
to any ultimate payment on such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. Claims may be
estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court.

C.    Payments and Distributions on Disputed Claims

Notwithstanding
any provision in the Plan to the contrary, except as otherwise agreed by the Debtors or the Reorganized Debtors in their sole discretion, no partial payments and no
partial distributions will be made with respect to a Disputed Claim until the resolution of such dispute by settlement or Final Order. In accordance with Article VI.A.1 of the Plan , as soon as
reasonably practicable after a Disputed Claim becomes an Allowed Claim, the Holder of such Allowed Claim will receive all payments and distributions to which such Holder is then entitled under the
Plan. Notwithstanding the foregoing, any Person or Entity who holds both an Allowed Claim(s) and a Disputed Claim(s) will receive the appropriate payment or distribution on the Allowed Claim(s),
although, except as otherwise agreed by the Debtors or the Reorganized Debtors in their sole discretion, no payment or distribution will be made on the Disputed Claim(s) until such dispute is resolved
by settlement or Final Order. In the event there are Disputed Claims requiring adjudication and resolution, the Debtors reserve the right, or upon order of the Court, to establish appropriate reserves
for potential payment of such Claims.

D.    Allowance of Claims and Interests

Except
as expressly provided in the Plan (including, but not limited to, the treatment ofBank Claims and Intercompany Claims as deemed Allowed Claims) or any order entered in the Chapter
11 Cases prior to the Effective Date (including the Confirmation Order), no Claim or Equity Interest shall be deemed Allowed, unless and until such Claim or Equity Interest is deemed Allowed under the
Bankruptcy Code or by the Debtors or the Reorganized Debtors, or the Bankruptcy Court enters a Final Order in the Chapter 11 Cases allowing such Claim or Equity Interest. Except as expressly

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provided in the Plan or any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), the Reorganized Debtors after Confirmation will have and retain any
and all rights and defenses the Debtors had with respect to any Claim or Equity Interest as of the date the appropriate Debtor Filed its petition for relief under the Bankruptcy Code, including the
Causes of Action referenced in Article X.D of the Plan. All Claims of any entity that owes money to the Debtors shall be disallowed unless and until such entity pays the amount it owes the Debtors in
full. Any objection to an Administrative Claim, Priority Claim or Secured Claim must be Filed and served within one hundred and twenty (120) days of the Effective Date.

E.    Controversy Concerning Impairment

If
a controversy arises as to whether any Claims or Equity Interests, or any Class of Claims or Equity Interests, are Impaired under the Plan, the Bankruptcy Court shall, after notice
and a hearing, determine such controversy before the Confirmation Date.

ARTICLE V
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES

A.    Assumption of Executory Contracts and Unexpired Leases

1.    GenerallyThe Debtors will determine which of their executory contracts should be assumed, assumed and
assigned, or rejected by analyzing all information pertinent to that determination including, but not limited to, the costs associated with continuing or rejecting their executory contracts and the
benefits to the Estates against which such costs must be compared. The Debtors have sought authority from the Bankruptcy Court to assume film studio and related advertising contracts in a motion to
assume such contracts Filed on the Petition Date.

On
or before the Confirmation Date, the Debtors will File a List of Contracts and Leases listing certain of the Debtors' executory contracts and unexpired leases that the Debtors wish to
assume, assume and assign, or reject, and on the Effective Date: (1) each executory contract or unexpired lease ofthe Debtors on such List (except those: executory contracts and unexpired leases that
(a) previously have been rejected by order of the Bankruptcy Court, (b) are the subject of a motion to reject pending on the Effective Date, or(c) are otherwise rejected pursuant to the terms of the
Plan) will be deemed assumed, assumed and assigned, or rejected, as indicated, inaccordance withtheprovisions and requirements of Sections 365 and 1123 ofthe Bankruptcy Code; (2) all other executory
contracts or unexpired leases of the Debtors (except those executory contracts and unexpired leases that (x) previously have been rejected by order of the Bankruptcy Court, (y) are the subject of a
motion to reject pending on the Effective Date, or (z) are otherwise rejected pursuant to the terms of the Plan) will be deemed assumed in accordance with the provisions and requirements of Sections
365 and 1123 of the Bankruptcy Code; and (3) the terms of any such executory contract or unexpired lease assumed or assumed and assigned pursuant to clause (1) or (2) of this sentence shall be
modified to include any amendments thereto, if any, that were agreed to by the relevant and appropriate parties on or before the Confirmation Date. Notwithstanding the foregoing and unless otherwise
agreed by the relevant parties, the Debtors and the Reorganized Debtors reserve the right, at any time prior to fifteen (15) days after the Effective Date, to amend the List of Contra.cts and Leases
to: (1) amend the treatment to any executory contract or unexpired lease listed therein, thus providing for its assumption, assumption and assignment, or rejection, as indicated, pursuant to Article
V1.A.1 of the Plan; and (2) add any executory contract or unexpired lease to such List and provide for its assumption, assumption and assignment, or rejection, as indicated, pursuant to Article VI of
the Plan, all in accordance with Sections 365 and 1123 ofthe Bankruptcy Code. The Reorganized Debtors shall provide notice of the List of Contracts and Leases (and any amendments thereto) to the
parties to the executory contracts or

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unexpired leases affected thereby. Each contract or lease listed on the List of Contracts and Leases shall be assumed, assumed and assigned, or rejected only to the extent that such contract or lease
constitutes an executory contract or unexpired lease. Listing a contract or lease on the List of Contracts and Leases shall not constitute an admission by a Debtor or Reorganized Debtor that such
contract or lease (including any related agreements) is in fact an executory contract or unexpired lease or that a Debtor or Reorganized Debtor has any liability thereunder. The assumption pursuant to
the Plan of an executory contract or unexpired lease, and all of the obligations thereunder, by a Reorganized Debtor shall constitute the Reorganized Debtor's adequate assurance that it will perform
under such executory contract or unexpired lease in the future under 11 USC. § 365(b)(l)(C).

2.    Notice of Intent to Assume and of Proposed Cure AmountThe Debtors shall indicate in the List of Contracts
and Leases the amounts of the Debtors' proposed cure payments to the parties to the executory contracts and unexpired leases listed therein. Any party to an executory contract or unexpired lease
subject to a cure amount must File a written objection to such cure

amount
within twenty (20) days after receipt of such notice of such cure amount or thereafter be forever prohibited and barred from objecting to such cure amount.

3.    Consent to Mortgage, Security Interest, or Other Lien Upon Unexpired Leases of Real PropertyThe Debtors
shall indicate in the List of Contracts and Leases those unexpired leases of real property to be assumed pursuant to Article VI.A. 1 of the Plan in which the Debtors propose to grant (and have
perfected) a security interest, mortgage, or other lien. Any party to any such unexpired lease proposed to be so encumbered, who believes that such unexpired lease prohibits such an encumbrance, must
File a written objection to such encumbrance within twenty (20) days after receipt of such notice of such proposed encumbrance. Any party to such a lease that fails to File a written objection to such
proposed encumbrance shall be deemed to have consented affirmatively and unconditionally to both (a) the grant of a security interest, mortgage, or other lien in such lease and(b) the recording or
other act to perfect such security interest, mortgage, or other lien, or thereafter be forever prohibited and barred from objecting to such encumbrance.

4.    Cure of Defaults for Executory Contracts and Unexpired Leases AssumedAny monetary amounts by which each
executory contract and unexpired lease to be assumed pursuant to the Article VI.A.1 ofthe Plan is in default, shall be satisfied, pursuant to Section 365(b)(l) of the Bankruptcy Code, at the option
ofthe Reorganized Debtor assuming such executory contract or unexpired lease: (a) by payment of the default amount in Cash on or before thirty (30) days after the Effective Date; (b) by payment of the
remaining 50% of the default amount in Cash on or before June 15, 2001. A Reorganized Debtor's obligation pursuant to the Plan to make such above payments of the default amount shall be deemed to be
adequate assurance that the Reorganized Debtor will promptly cure such default under 11 U.S.C. § 365(b)(l)(A). Any payments made pursuant to and in accordance with Article VI.A.4 ofthe
Plan will be deemed made on the Effective Date. In the event of a dispute regarding (1) the amount of any cure payments, (2) the ability of the Retorganized Debtors or any assignee to provide
"adequate assurance of future performance" (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (3) any other matter pertaining to assumption, the
cure payments required by Section 365(b)( 1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption;
provided, however, that based on the Bankruptcy Court's resolution of any such dispute, the applicable Debtor or Reorganized Debtor shall have
the
right, within (30) days of the entry of such Final Order and subject to approval by the Bankruptcy Court pursuant to Section 365 of the Bankruptcy Code, to reject the applicable executory contract or
unexpired lease. Notwithstanding the foregoing, neither the grant by the Debtors or Reorganized Debtors of a security interest, mortgage, or other lien in any unexpired lease or executory contract
assumed pursuant to Article VI of the Plan, nor the recording or other act required for the perfection thereof, shall constitute a breach or other default under such lease or other applicable law.

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5.    NoticeThe Disclosure Statement and the Plan shall constitute due and sufficient notice of the intention of
the Debtors and the Reorganized Debtors to assume all executory contracts and unexpired leases in accordance with Article VI of the Plan.

6.    Approval of Assumptions and AssignmentsEntry of the Confirmation Order by the Bankruptcy Court shall
constitute approval of such assumptions, assumptions and assignments, and rejections pursuant to Sections 365(a) and 1123 of the Bankruptcy Code.

B.    Assumption of Documents Supplementary to Executory Contracts or Unexpired Leases

Each
executory contract or unexpired lease of the Debtors and Reorganized Debtors shall include: (a) modifications, amendments, supplements restatements, or other agreements made
directly or indirectly by any agreement & instrument, or other document that in any manner affects such executory contract or unexpired lease, irrespective of whether such agreement, instrument, or
other document is listed in the List of Contracts and Leases or in the Schedules; and (ii) executory contracts or unexpired leases appurtenant to the

premises
listed on such List, Schedule, or other document, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses,
usufructs, reciprocal easement agreements, vault, tunnel or bridge agreements or franchises, and any other interest in real estate or rights in rem to such premises, unless any of the foregoing
agreements are rejected in accordance with Article VI of the Plan.

C.    Assignments Pursuant to the Plan

As of the effective time of any restructuring transaction, if any, consummated pursuant to Article V of the Plan, any executory contract or unexpired lease to be
held by a surviving, resulting, or acquiring entity in such restructuring transaction, shall be deemed assigned to the applicable entity pursuant to Section 365 of the Bankruptcy Code, and any party
to such lease shall be deemed to have consented
affirmatively and unconditionally tlo such assignment. Notwithstanding anything in an unexpired lease or executory contract, an assignment pursuant to Article V1.C ofthe Plan shall not constitute a
breach or other default under the executory contract, unexpired lease, or other applicable law.

D.    Claims Based on Rejection of Executory Contracts or Unexpired Leases

If the rejection of an executory contract or unexpired lease pursuant to Article VI of the Plan gives rise to a Claim by the other party or parties to such
contract or lease, such Claim shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Debtors, their respective successors, estates, and property, unless (1) a proof
of Claim is Filed with the Bankruptcy Court and actually received by the respective Reorganized Debtors on or before the later of: (a) thirty (30) days after the Effective Date; (b) thirty (30) days
after the entry of a Final Order approving such rejection; or (c) solely with respect to Claims of non-Debtor parties to such contracts or leases affected thereby, thirty (30) days after the date of
any amendment to the List of Contracts and Leases that results in such rejection; or (2) otherwise ordered by the Bankruptcy Court or otherwise provided for in the Plan. Claims arising from the
rejection of executory contracts or unexpired leases for which proofs of Claim are required to be Filed will be, and will be treated as, General Unsecured Claims subject to the provisions of Article
VIII of the Plan.

E.    Indemnification of Directors, Officers and Employees

Notwithstanding
any other provision ofthe Plan, the obligations of the Debtors to indemnify any Person or Entity serving at any time on or prior to the Effective Date as one of their
directors, officers, or employees by reason of such Person's or Entity's service in such capacity, or as a director, officer, or

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employee of any other corporation or legal entity, to the extent provided in any certificate of incorporation, by-law, or other similar constituent document or by statutory law or written agreement
with the Debtors, shall be deemed and treated as executory contracts (and entitled to any benefit afforded under applicable legal authority resulting therefrom) that are assumed by the Debtors
pursuant to the Plan and Section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such indemnification obligations shall survive unaffected by entry of the Confirmation Order,
irrespective of whether such indemnification is owed for an act or event occurring before or after the Petition Date, and irrespective ofwhether a proof of Claim based on such indemnification
obligations is Filed. The Debtors or the Reorganized Debtors, as the case may be, may modify such indemnification obligations, to the extent that they are authorized to do so, pursuant to the Plan or
Sections 365 and 1123 of the Bankruptcy Code. It is the Debtors' position that such indemnification obligations are one of many obligations assumed as part of the overall assumption of such executory
contracts with such officers, directors, and employees.

F.    Compensation and Benefit Programs

Except
as otherwise expressly provided in the Plan, all employment contracts, all employment and severance policies, and all compensation and benefit Plan, policies, and programs of the
Debtors applicable to their employees, retirees and non-employee directors, and the employees and retirees of its subsidiaries, including, without limitation, all savings plans, retirement plans,
health care plans, disability plans, severance benefit plans, incentive plans, and life, accidental death, and dismemberment insurance plans, are treated as executory contracts under the Plan and on
the me Effective Date will be assumed pursuant to the provisions of Sections 365 and 1123 of the Bankruptcy: Code.

ARTICLE VI
MEANS FOR IMPLEMENTATION OF THE PLAN

A.    Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan, each Debtor shall continue to exist as a Reorganized Debtor after the Effective Date as a separate entity with all the
powers of a corporation under the laws of the respective state of incorporation and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under such
applicable state law. Except as otherwise provided in the Plan, the Lock-Up Agreements, the Restructured Bank Credit Agreement, or any agreement, instrument or indenture relating thereto, on or after
the Effective Date, all property in each Estate and any property acquired by each of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free and clear of all liens, Claims,
charges, or other encumbrances (except for liens, if any, granted to secure the Restructured Bank Credit Agreement, Claims under the DIP Facility that by their terms survive termination of that
Facility, the Exit Facility, or as othetise provided in the Plan). On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire or dispose ofproperty and
compromise or settle any Claims or Equity Interests without supervision or approval by the Bankruptcy Court and free of any restrictions ofthe Bankruptcy Code or Bankruptcy Rules, other than those
restrictions expressly imposed by the Plan and the Confirmation Order. In accordance with Section 1109(b) of the Bankruptcy Code, nothing in Article V.A of the Plan shall preclude any party in
interest from appearing and being heard on any issue in the Chapter 11 Cases.

B.    Cancellation of Notes, Instruments, Common Stock, Preferred Stock and StockOptions

On the Effective Date, except as otherwise provided in the Plan, (i) all notes, instmments, certificates, and other documents of the Debtors evidencing the Bank
Claims and the UA Note Claim, (ii) the Subordinated Notes, (iii) all Equity Interests in Mamaroneck, and (iv) all Equity Interests in UA and UATC shall be canceled, and the obligations of the Debtors
thereunder shall be discharged.

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On the Effective Date, except to the extent provided otherwise in the Plan, any indenture relating to any of the foregoing, including, without limitation, the Subordinated Note Indentures, shall be
deemed to be canceled, and the obligations of the debtors thereunder shall be discharged, except for the obligation to indemnify the Subordinated Note Indenture Trustee;
provided, however, that the Subordinated Note Indentures shall continue in effect solely for the purposes of(i) allowing the Subordinated Note
Indenture Trustee, its agent, or its servicer to make distributions on account of the SubordinatedNote Claims pursuant to the Plan and (ii) permitting such SubordinatedNote Indenture Trustee, its
agent, or its servicer to maintain any rights or liens it or they may have for fees, costs, and expenses under such Indentures or other agreement. Upon payment in full of the fees and expenses of the
Subordinated Note Indenture Trustee pursuant to Article V11.B of the Plan, the liens (if any) of the Subordinated Note Indenture Trustee shall automatically be deemed released and terminated.

C.    Issuance of New Securities; Execution of Related Documents

On
or as soon as reasonably practicable after the Effective Date, except as otherwise provided in the Plan, the Reorganized Debtors shall issue all securities, notes, instruments,
certificates, warrants, and other documents to be i.ssued in accordance with the Plan, including, but not limited to, the Restructured Bank Credit Agreement, the Esquity Elector Warrants, theNew UA
Common Stock, the New UA Convertible Preferred Stock, the New UA Warrants, the New UATC Common Stock and the Management Equity, each of which shall be distributed as referenced in the Plan. The
Reorganized Debtors shall execute and deliver such other agreements, documents and instruments as are required to be executed in accordance with the terms of the Plan and/or the Lock-Up Agreements.

D.    Transactions Required by the Plan

Any transaction required by the Plan shall be implemented in accordance with Article V of the Plan and Article VI ofthe Disclosure Statement. The description in
Article V of the Plan of the organizational and ownership structures, governance, and assets and liabilities of the Reorganized Debtors assumes that any transactions required to implement the Plan
have been completed. Any corporate transactions to be taken to implement the Plan are described more fully in the Transactions to Implement the Plan, contained in the Plan Supplement.

THE ESTATES OF THE DEBTORS HAVE NOT BEEN CONSOLIDATED, SUBSTANTIVELY OR OTHERWISE. THE CLAIMS HELD AGAINST ONE OF THE DEBTORS WILL BE SATISFIED SOLELY FROM THE
CASH AND ASSETS OF SUCH DEBTOR. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NOTHING IN THE PLAN OR THE DISCLOSURE STATEMENT, SHALL CONSTITUTE OR BE DEEMED TO CONSTITUTE AN ADMISSION THAT ANY ONE OF THE
DEBTORS IS SUBJECT TO OR LIABLE FOR ANY CLAIM AGAINST ANY OTHER DEBTOR. THE CLAIMS OF CREDITORS THAT HOLD CLAIMS AGAINST ALL OR MORE THAN ONE OF THE DEBTORS WILL BE TREATED AS SEPARATE CLAIMS WITH
RESPECTTOEACHDEBTOR'SESTATEFORALLPURPOSES(INCLUDING,BUTNOTLIMITED TO, DISTRIBUTIONS AND VOTING), AND SUCH CLAIMS WILL BE ADMINISTERED AS PROVIDED IN THE PLAN.

1.    New UA



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2.    New UATC{fm (a) Organization.On the Effective Date, New UA will receive and own all of the New UATC Common Stock, free
and clear of any liens, Claims, and encumbrances (except for liens, if any, granted to secure the Restructured Bank Credit Agreement, Claims under the DIP Facility that by their terms survive
termination of that Facility, the Exit Facility, or as otherwise provided in the Plan).



3.    Reorganized UAR



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4.    Reorganized UAP I



5.    Reorganized UAP II



and
to provide the Reorganized Debtors with working capital on a going-forward basis, on the Effective Date, Reorganized UAP II shall enter into the Exit Facility, which may be
guaranteed and/or secured by certain assets of the Reorganized Debtors.

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6.    Reorganized UAIPH



7.    Reorganized UAPH II



8.    Reorganized R&S



9.    Mamaroneck(a)Organization.On the Effective Date, all
Preferred and Common Mamaroneck Stock shall be canceled, and Mamaroneck shall be dissolved and shall cease to do business pursuant to the Confirmation Order. On or as soon as reasonably practicable
after the Effective Date, all Holders of such Preferred Stock and Common Stock shall be paid in accordance with the Plan. In the event that applicable state law requires additional acts to be taken or
performed in order to dissolve the affairs of Mamaroneck, Reorganized UAPH II shall be authorized to take all

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necessary steps and perform all requisite acts in order to dissolve Mamaroneck in accordance with applicable state law (other than provisions of such state law relating to distributions to Holders of
Claims against, and Equity Interests in, Mamaroneck). Reorganized UAPH II shall be granted power of attorney on behalf of Mamaroneck to perform any and all acts and/or execute such documentation as is
necessary or appropriate in furtherance of the dissolution of Mamaroneck.

(b) Assets and Liabilities of Reorganized Mamaroneck.On or as soon as reasonably practicable after the Effective Date, Reorganized
Mamaroneck shall distribute its assets, free and clear of any liens, Claims, and encumbrances (except as otherwise provided in the Plan) to Holders of Allowed Claims against Mamaroneck.

(c)Governance of Reorganized Mamaroneck.On and after the Effective Date, the business and affairs of Reorganized Mamaroneck will be
managed by and under the direction of Reorganized UAPH II pursuant to the power of attorney granted in Article V.D.

E.    New UA Common Stock Dilution

The following charts illustrates the dilution of New UA Common Stock upon the conversion of the New UA Convertible Preferred Stock and the exercise of the Equity
Elector Warrants, the New UA Warrants, and Management Equity.

UNITED ARTISTS THEATRE COMPANY EQUITY OWNERSHIP DILUTION ANALYSIS*
STAGE IISSUANCE OF NEW COMMON STOCK

|                                     |  | Total      |   | Anschutz  |   | Debt
Electors |   | Management |   | UA
Unsecured
Creditors |  
|------------------------------------ |  | ---------- | - | --------- | - | ------------- | - | ---------- | - | ---------------------- | -
|Initial Number of Shares Outstanding |  |           |   |          |   |              |   |           |   |                       |  
|New Common Shares Allocated          |  | 10,000,000 |   | 2,000,000 |   | 8,000,000     |   |           |   |                       |  
|Subtotal                             |  | 10,000,000 |   | 2,000,000 |   | 8,000,000     |   |           |   |                       |  
|Percentage Held                      |  | 100.0      | % | 20.0      | % | 80.0          | % | 0.0        | % | 0.0                    | %

STAGE IIEXERCISE OF $5.00 (STRIKE PRICE) OPTIONS

|                                                |  | Total      |   | Anschutz  |   | Debt
Electors |   | Management |   | UA
Unsecured
Creditors |  
|----------------------------------------------- |  | ---------- | - | --------- | - | ------------- | - | ---------- | - | ---------------------- | -
|Common Stock Shares Allocated                   |  | 2,464,333  |   |          |   |              |   | 2,464,333  |   |                       |  
|Total Diluted Shares Outstanding after Exercise |  | 12,464,333 |   | 2,000,000 |   | 8,000,000     |   | 2,464,333  |   |                       |  
|Percentage Held                                 |  | 100.0      | % | 16.0      | % | 64.2          | % | 19.8       | % | 0.0                    | %

STAGE IIINEW UA CONVERTIBLE PREFERRED STOCK CONVERSION ($6.25 STRIKE PRICE)

|                                                |  | Total      |   | Anschutz   |   | Debt
Electors |   | Management |   | UA
Unsecured
Creditors |  
|----------------------------------------------- |  | ---------- | - | ---------- | - | ------------- | - | ---------- | - | ---------------------- | -
|Shares Outstanding                              |  | 12,464,333 |   | 2,000,000  |   | 8,000,000     |   | 2,464,333  |   |                       |  
|Common Stock Shares Allocated                   |  | 9,120,000  |   | 9,120,000  |   |              |   |           |   |                       |  
|Total Diluted Shares Outstanding after Exercise |  | 21,584,333 |   | 11,120,000 |   | 8,000,000     |   | 2,464,333  |   |                       |  
|Percentage Held                                 |  | 100.0      | % | 51.5       | % | 37.1          | % | 11.4       | % | 0.0                    | %

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STAGE IVEXERCISE OF $10.00 (STRIKE PRICE) OPTIONS

|                                                |  | Total      |   | Anschutz   |   | Debt
Electors |   | Management |   | UA
Unsecured
Creditors |  
|----------------------------------------------- |  | ---------- | - | ---------- | - | ------------- | - | ---------- | - | ---------------------- | -
|Shares Outstanding                              |  | 21,584,333 |   | 11,120,000 |   | 8,000,000     |   | 2,464,333  |   |                       |  
|Common Stock Shares Allocated                   |  | 3,826,778  |   | 3,750,000  |   |              |   | 76,778     |   |                       |  
|Total Diluted Shares Outstanding after Exercise |  | 25,411,111 |   | 14,870,000 |   | 8,000,000     |   | 2,541,111  |   |                       |  
|Percentage Held                                 |  | 100.0      | % | 58.5       | % | 31.5          | % | 10.0       | % | 0.0                    | %

STAGE VEXERCISE OF NEW UA WARRANTS
AND MANAGEMENT ANTI-DILUTION PROTECTION

|                                                |  | Total      |   | Anschutz   |   | Debt
Electors |   | Management |   | UA
Unsecured
Creditors |  
|----------------------------------------------- |  | ---------- | - | ---------- | - | ------------- | - | ---------- | - | ---------------------- | -
|Shares Outstanding                              |  | 25,411,111 |   | 14,870,000 |   | 8,000,000     |   | 2,541,111  |   |                       |  
|Common Stock Shares Allocated                   |  | 2,055,556  |   |           |   |              |   | 205,556    |   | 1,850,000              |  
|Total Diluted Shares Outstanding after Exercise |  | 27,446,667 |   | 14,870,000 |   | 8,000,000     |   | 2,746,667  |   | 1,850,000              |  
|Percentage Held                                 |  | 100.0      | % | 54.1       | % | 29.1          | % | 10.0       | % | 6.7                    | %

F.    Corporate Governance, Corporate Action, and Directors and Officers

1.    New Certificates of Incorporation and FormationOn or as soon as reasonably practicable after the Effective
Date, each of the Reorganized Debtors shall file New Certificates of Incorporation with the secretary of state (or equivalent state officer or entity) of the state under which each such Reorganized
Debtor is or is to be incorporated. Such New Certificates of Incorporation shall, among other things: (a) prohibit the issuance of nonvoting equity securities to the extent required by Section 1123(a)
of the Bankruptcy Code; and (b) in the case of New UA (i) change the number of authorized shares of New UA Common Stock to 10,000,000 (subject to dilution in accordance with the Plan and the Lock-Up
Agreements), (ii) reflect the appropriate number of authorized shares of New UA Convertible Preferred Stock, and (iii) provide for the issuance of Equity Elector Warrants, New UA Warrants, and
Management Equity. After the Effective Date, each Reorganized Debtor may amend and restate its New Certificate of Incorporation and other constituent documents as permitted by the relevant state
corporate law.

2.    Corporate ActionOn the Effective Date, the adoption of New Certificates of Incorporation or similar
constituent documents, the amendment of by-laws, the selection of directors and officers of any of the Reorganized Debtors, and all actions contemplated by the Plan shall be authorized and approved in
all respects (subject to the provisions of the Plan). All matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action
required by the Debtors or the Reorganized Debtors in connection with the Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security
holders or directors of the Debtors or the Reorganized Debtors. On the Effective Date, the appropriate officers and directors of the Reorganized Debtors are authorized and directed to issue, execute
and deliver the agreements, documents, securities and instruments contemplated by the Plan in the name of and on behalf of the Reorganized Debtors.

3.    Directors and Officers of the Reorganized DebtorsSubject to any requirement of Bankruptcy Court approval,
pursuant to Section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose, on

98

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or prior to the Confirmation Date, the identity and affiliations of any Person proposed to serve on the initial boards of directors of the Reorganized Debtors in the Statement of Officers and
Directors. To the extent any such Person is an Insider, the nature of any compensation for such Person will also be disclosed. The classification and composition of the boards of directors shall be
consistent with each Reorganized Debtor's New Certificate of Incorporation and as set forth in, and in accordance with the terms of, the Lock-Up Agreements. Each such director or officer shall serve
from and after the Effective Date pursuant to the terms of each Reorganized Debtor's New Certificate of Incorporation, other constituent documents, the applicable state corporation law and as set
forth and in accordance with the terms of the Lock-Up Agreements. New UA will have a seven-person board of directors consisting of the following designations: one director shall be New UA's chief
executive officer; two directors shall be nominated by the Debt Electors with an initial term of two years; and four directors shall be nominated by ENIC.

The
following table sets forth certain information with respect to the current officers and directors of the Debtors:

UNITED ARTISTS THEATRE COMPANY

|Name              |  | Position                                            
|----------------- |  | ----------------------------------------------------
|Kurt C. Hall      |  | President, CEO                                      
|Michael F. Pade   |  | Executive Vice President                            
|Ralph E. Hardy    |  | Executive Vice President, General Counsel, Secretary
|David Giesler     |  | Executive Vice President, Chief Financial Officer   
|Raymond C. Nutt   |  | Executive Vice President                            
|Neal Pinsker      |  | Executive Vice President                            
|Bruce Taffet      |  | Executive Vice President                            
|Steven J. Koets   |  | Senior Vice President                               
|Edward Cooper     |  | Vice President                                      
|Charles Fogel     |  | Vice President                                      
|Vince M. Fusco    |  | Vice President                                      
|Gerald M. Grewe   |  | Vice President                                      
|Wallace R. Helton |  | Vice President                                      

UNITED ARTISTS THEATRE COMPANY

|Name                       |  | Position      
|-------------------------- |  | --------------
|Robert A McCormick         |  | Vice President
|Rebecca A. Sanders         |  | Vice President
|Darrell C. Taylor          |  | Vice President
|Douglas A. Wolkin          |  | Vice President
|John W. Boyle              |  | Director      
|Albert J. Fitzgibbons, III |  | Director      
|James J. Burke, Jr.        |  | Director      
|Scott M. Shaw              |  | Director      
|Robert F. End              |  | Director      
|Kurt C. Hall               |  | Director      
|Michael L. Pade            |  | Director      

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UNITED ARTISTS THEATRE CIRCUIT, INC.

|Name                       |  | Position                                            
|-------------------------- |  | ----------------------------------------------------
|Kurt C. Hall               |  | President, CEO                                      
|Michael F. Pade            |  | Executive Vice President                            
|Ralph E. Hardy             |  | Executive Vice President, General Counsel, Secretary
|David Giesler              |  | Executive Vice President, Chief Financial Officer   
|Raymond C. Nutt            |  | Executive Vice President                            
|Neal Pinsker               |  | Executive Vice President                            
|Bruce Taffet               |  | Executive Vice President                            
|Steven J. Koets            |  | Senior Vice President                               
|Edward Cooper              |  | Vice President                                      
|Charles Fogel              |  | Vice President                                      
|Vince M. Fusco             |  | Vice President                                      
|Gerald M. Grewe            |  | Vice President                                      
|Wallace R. Helton          |  | Vice President                                      
|Robert A McCormick         |  | Vice President                                      
|Rebecca A. Sanders         |  | Vice President                                      
|Darrell C. Taylor          |  | Vice President                                      
|Douglas A. Wolkin          |  | Vice President                                      
|John W. Boyle              |  | Director                                            
|Albert J. Fitzgibbons, III |  | Director                                            
|James J. Burke, Jr.        |  | Director                                            
|Scott M. Shaw              |  | Director                                            
|Robert F. End              |  | Director                                            
|Kurt C. Hall               |  | Director                                            
|Michael L. Pade            |  | Director                                            

100

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UNITED ARTISTS REALTY COMPANY

|Name                       |  | Position                                            
|-------------------------- |  | ----------------------------------------------------
|Kurt C. Hall               |  | President, CEO                                      
|Michael F. Pade            |  | Executive Vice President                            
|Ralph E. Hardy             |  | Executive Vice President, General Counsel, Secretary
|David Giesler              |  | Executive Vice President, Chief Financial Officer   
|Raymond C. Nutt            |  | Executive Vice President                            
|Neal Pinsker               |  | Executive Vice President                            
|Bruce Taffet               |  | Executive Vice President                            
|Steven J. Koets            |  | Senior Vice President                               
|Edward Cooper              |  | Vice President                                      
|Charles Fogel              |  | Vice President                                      
|Vince M. Fusco             |  | Vice President                                      
|Gerald M. Grewe            |  | Vice President                                      
|Wallace R. Helton          |  | Vice President                                      
|Robert A McCormick         |  | Vice President                                      
|Rebecca A. Sanders         |  | Vice President                                      
|Darrell C. Taylor          |  | Vice President                                      
|Douglas A. Wolkin          |  | Vice President                                      
|John W. Boyle              |  | Director                                            
|Albert J. Fitzgibbons, III |  | Director                                            
|James J. Burke, Jr.        |  | Director                                            
|Scott M. Shaw              |  | Director                                            
|Robert F. End              |  | Director                                            
|Kurt C. Hall               |  | Director                                            
|Michael L. Pade            |  | Director                                            

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UNITED ARTISTS PROPERTIES I CORP.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

UNITED ARTISTS PROPERTIES II CORP.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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UAB, INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

UAB II, INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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TALLTHE, INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, Genera1 Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

UA THEATRE AMUSEMENTS, INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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UA INTERNATIONAL PROPERTY HOLDING, INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

UA PROPERTY HOLDING II. INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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UNITED ARTISTS INTERNATIONAL. MANAGEMENT COMPANY

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

BETH PAGE THEATRE CO. INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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UNITED FILM DISTRIBUTION COMPANY OF SOUTH AMERICA

|Name               |  | Position                                               
|------------------ |  | -------------------------------------------------------
|Kurt C. Hall       |  | President and CEO                                      
|Ralph E. Hardy     |  | Executive Vice President, General Counsel and Secretary
|David Giesler      |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade    |  | Executive Vice President                               
|Raymond C. Nutt    |  | Executive Vice President                               
|Neal Pinsker       |  | Executive Vice President                               
|Bruce Taffet       |  | Executive Vice President                               
|Steven J. Koets    |  | Senior Vice President                                  
|Edward Cooper      |  | Vice President                                         
|Charles Fogel      |  | Vice President                                         
|Vince M. Fusco     |  | Vice President                                         
|Wallace R. Helton  |  | Vice President                                         
|Robert McCormick   |  | Vice President                                         
|Rebecca A. Sanders |  | Vice President                                         
|Darrell C. Taylor  |  | Vice President                                         
|Douglas A. Wolkin  |  | Vice President                                         
|Scott M. Shaw      |  | Director                                               
|Kurt C. Hall       |  | Director                                               
|Ralph E. Hardy     |  | Director                                               

U.A.P.R., INC.

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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KING REAVIS AMUSEMENT COMPANY

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

MAMARONECK PLAYHOUSE HOLDING CORPORATION

|Name                |  | Position                                               
|------------------- |  | -------------------------------------------------------
|Kurt C. Hall        |  | President and CEO                                      
|Ralph E. Hardy      |  | Executive Vice President, General Counsel and Secretary
|David Giesler       |  | Executive Vice President, Chief Financial Officer      
|Michael F. Pade     |  | Executive Vice President                               
|Raymond C. Nutt     |  | Executive Vice President                               
|Neal Pinsker        |  | Executive Vice President                               
|Bruce Taffet        |  | Executive Vice President                               
|Steven J. Koets     |  | Senior Vice President                                  
|Edward Cooper       |  | Vice President                                         
|Charles Fogel       |  | Vice President                                         
|Vince M. Fusco      |  | Vice President                                         
|Gerald M. Grewe     |  | Vice President                                         
|Wallace R. Helton   |  | Vice President                                         
|Robert A. McCormick |  | Vice President                                         
|Rebecca A. Sanders  |  | Vice President                                         
|Darrell C. Taylor   |  | Vice President                                         
|Douglas A. Wolkin   |  | Vice President                                         
|Scott M. Shaw       |  | Director                                               
|Kurt C. Hall        |  | Director                                               
|Ralph E. Hardy      |  | Director                                               

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R AND S THEATRES, INC.

|Name               |  | Position      
|------------------ |  | --------------
|G. Monte Royal     |  | President     
|Constance B. Royal |  | Secretary     
|Darrell C. Taylor  |  | Vice President
|David Giesler      |  | Treasurer     
|G. Monte Royal     |  | Director      
|Constance B. Royal |  | Director      
|Darrell C. Taylor  |  | Director      

G.    Sources of Cash for Plan Distribution

All
Cash necessary for the Reorganized Debtors to make payments pursuant to the Plan shall be obtained from existing Cash balances, the operations of the Debtors or Reorganized Debtors,
or post-Confirmation borrowing under other available facilities of the Debtors or Reorganized Debtors, including, but not limited to, the DIP Facility and the Exit Facility. The
Reorganized Debtors may also make such payments using Cash received from its direct and indirect subsidiaries through the Reorganized Debtors' consolidated cash management operated by New UATC and
from advances or dividends from such subsidiaries in the ordinary course of business.

H.    Securities Distributed in Accordance with Plan and Applicability of Securities Laws

The
New UA Common Stock, the New UA Convertible Preferred Stock, the Equity Elector Warrants, the New UA Warrants, Management Stock Options, and the New UATC Common Stock (sometimes
collectively referred to herein as the "Securities") will be created and issued in accordance with the Plan. Such Securities are described generally below, and such descriptions are subject to, and
are qualified in their entirety by reference to, all of the provisions (including definitions of certain terms therein) contained in New UA's and New UATC's New Certificate of Incorporation and
by-laws, the Certificate of Designations of the New UA Convertible Preferred Stock, the Equity Elector Warrants, the New UA Warrants, the Management Stock Options, and a New UA Common
Stock stockholders' agreement, the final negotiation and execution of which are not yet complete.



The holders of New UA Common Stock of UATC will be entitled to one vote per share for each share of record on all matters submitted to a vote of shareholders.
Subject to preferential rights with respect to any series of preferred stock, holders of New UA Common Stock will be entitled to receive ratably such dividends as may be declared by New UA's board of
directors on the New UA Common Stock out of funds legally available therefor. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of New UA, the holders
of New UA Common Stock, subject to preferential rights with respect to any series of preferred stock, will be entitled to share equally and ratably in all remaining assets and funds of New UA. The
holders of New UA Common Stock will have no preemptive, subscription, conversion or cumulative voting rights and will not be subject to future calls or assessments by New UA. All shares of New UA
Common Stock to be issued under the Plan will be fully paid and nonassessable.



109

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110

---



111

---



1,780,000 shares of New UA's Common Stock will be reserved for Management Stock Option grants to existing and/or future management executives of the Debtors
and/or Reorganized Debtors ("Management"), which shall dilute existing New UA Common Stock and be vested as follows: 10% upon the Effective Date; 10% on the one-year anniversary after the
Effective Date; and 20% on each of the second through fifth one-year anniversaries after the Effective Date. The strike price for the Management Stock Options will be $5 per share (with
certain limited exceptions). New UA Common Stock issued to Management on account of the Management Stock Options will dilute on a Pro Rata basis the existing New UA Common Stock. The Plan, in
accordance with the Bar & Lock-Up Agreements, also provides that a New UA's stockholders' agreement will incorporate up to 76 1,111

112

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stock options to be reserved for future grants to Management by New UA's board of directors, adjusted upward for the dilution effect of other Warrants, with a strike price to be determined by New
UA's board of directors.



In connection with the Plan, the holders of the New UA Common Stock, New UA Convertible Preferred Stock, the Equity Elector Warrants, and the Debt Elector
Warrants will enter into a stockholders agreement which will provide for, among other things, registration rights and restrictions on transfer (including a right of first refusal for Anschutz and
"drag-along" rights).



Under the Plan, the Holder of the Allowed Class 2D Claim shall receive the New IJA Common Stock, with rights and terms substantially similar to the UA
Common Stock.



113

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ARTICLE VII
PROVISIONS GOVERNING DISTRIBUTIONS

A.    Distributions for Claims Allowed as of the Effective Date

1.
Except as otherwise provided in the Plan or as may be ordered by the Bankruptcy Court, distributions to be made on the Effective Date on account of Claims that are allowed as of the
Effective Date and that are entitled to receive distributions under the Plan shall be made on the Effective Date or as soon as practicable thereafter. Distributions on account of Claims that become
Allowed Claims after the Effective Date shall be made pursuant to Articles VI1.C and VII1.C of the Plan.

2.
For purposes of determining the accrual of interest or rights in respect of any other payment from and after the Effective Date, (a) the accrual of interest and rights under
the Prepetition Bank Credit Facility shall no longer continue on or after the Effective Date, and (b) any security, credit document, or other financial instrument to be issued under. the Plan
(including but not limited to, the Restructured Bank Credit Agreement, the New UA Common Stock, the New UA Convertible Preferred Stock, the Equity Elector Warrants, the New UA Warrants, the Management
Equity, and the New UATC Common Stock) shall be deemed issued as of the Effective Date regardless of the date on which they are actually dated, authenticated or distributed; provided,howeverthat the Reorganized Debtors shall withhold any actual payment, if any, until such
distribution is made and no interest shall accrue or otherwise be payable on any such amounts withheld.

3.
Beginning on the Effective Date, except as otherwise stated in the Plan, the Reorganized Debtors in their sole discretion shall make distributions under the Plan as frequently as is
reasonably practical and efficient under the circumstances.

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B.    Distributions by the Reorganized Debtors; Distributions with Respect to Debt Securities

The Reorganized Debtors shall make all distributions required under the Plan, except as otherwise provided therein. Notwithstanding the provisions of
Article V.B of the Plan regarding the cancellation of the Subordinated Note Indentures, the Subordinated Note Indentures shall continue in effect to the extent necessary to allow the
Subordinated Note Indenture Trustee to receive the New UA Warrants on behalf of the Holders of the Subordinated Notes and make distributions pursuant to the Plan on account of the Subordinated Notes
as agent for New UA. The Subordinated Note Indenture Trustee and its attorney and/or accountants, for providing services related to distributions to the Holders of Allowed Subordinated Note Claims and
otherwise making a substantial contribution to these Chapter 11 Cases, shall be entitled to Administrative Claims against the Estate of the relevant Debtor for reasonable compensation for such
services and reimbursement of reasonable expenses incurred in connection with such services in accordance with Section 503(b)(3)(5) of the Bankruptcy Code; provided,however, that such Trustee, attorney, and/or accountant present invoices in a timely manner to
the relevant Reorganized Debtor, who must review and consent to the reasonableness of such services and expenses set forth therein. Payments on account of such Administrative Claim(s) shall be made on
terms mutually acceptable to the relevant Reorganized Debtor and the Holder(s) of such Administrative Claims.

C.    Delivery and Distributions and Undeliverable or Unclaimed Distributions



Distributions to Holders of Allowed Claims shall be made at the address of the Holder of such Claim as indicated on records of the Debtors. Except as otherwise
provided by the Plan or the Bankruptcy Code, distributions shall be made in accordance with the provisions of the applicable indenture, participation agreement, loan agreement or analogous instrument
or agreement, if any, and distributions will be made to any Holders of record as of the Distribution Record Date.



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D. Distribution Record Date

As of the close of business on the Distribution Record Date, the transfer register for any instrument, security, or other documentation canceled pursuant to
Article V.B of the Plan (including, but not limited to, the Subordinated Notes and the Common Stock of certain of the Reorganized Debtors) shall be closed and there shall be no further changes
in the record Holders of any such instrument, security, or documentation. Moreover, each Reorganized Debtor shall have no obligation to recognize the transfer of any such instrument, security, or
other documentation occurring after the Distribution Record Date, and shall be entitled for all purposes herein to recognize and deal only with those Holders of record as of the close of business on
the Distribution Record Date.

E. Timing and Calculation of Amounts to be Distributed

Beginning on the Effective Date, the Reorganized Debtors, in their sole discretion and as frequently, soon, reasonably practicable, and efficient under the
circumstances, shall make the distributions to Holders of Allowed Claims in accordance with the Plan. Beginning on the date that is the end of each calendar quarter following the Effective Date, the
Reorganized Debtors, in their discretion and as frequently and reasonably practicable and efficient under the circumstances, shall also make the distributions to Holders of Disputed Claims whose
Claims were allowed during the preceding calendar quarter, in accordance with the Plan.

F. De Minimis and Fractional Distributions

No Cash payment of less than five dollars ($5.00) shall be made by the Reorganized Debtors on account of any Allowed Claim, unless a specific request therefor is
made in writing by the Holder of such Claim. In the event a Holder of an Allowed Claim is entitled to distribution that is not a whole dollar number, the actual payment or issuance made will reflect a
rounding of such fractional portion of such distribution down or up to the nearest whole dollar, but in any case not to result in a distribution that exceeds any allowable total distribution
authorized by the Plan.

G. Setoffs

Except as otherwise provided in the Plan, the Reorganized Debtors may, pursuant to Sections 502(d) or 553 of the Bankruptcy Code or applicable
non-bankruptcy law, offset against any Allowed Claim, and the distributions to be made pursuant to the Plan on account of such Claim (before any distribution is made on account of such
Claim), the Claims, rights, and Causes of Action of any nature that the Debtors or Reorganized Debtors may hold against the Holder of such Allowed Claim; provided, however, that (1) the failure
to effect such a setoff or the allowance of any Claim hereunder shall not constitute a waiver or release by the Debtors or Reorganized Debtors of any such Claims, rights, and Causes of Action that the
Debtors or Reorganized Debtors may possess against such Holder, and (2) the Debtors' or the Reorganized Debtors' failure to institute, or express or implied waiver of, any Cause of Action
referenced in Section 502(d) of the Bankruptcy Code shall not constitute a waiver or release by the Debtors or Reorganized Debtors of any right of setoff.

H. Surrender of Canceled Instruments or Securities

Except as set forth in Article VII.1 of the Plan, as a condition precedent to receiving any distribution pursuant to the Plan on account of an Allowed
Claim (other than a Bank Claim) evidenced by the instruments, securities or other documentation canceled pursuant to Article V.B of the Plan, the Holder of such a Claim shall tender the
applicable instruments, securities or other documentation evidencing such Claim to the appropriate Reorganized Debtor. Any such instruments, securities, or other documentation to be distributed
pursuant to the Plan on account of any such Claim shall,

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pending such surrender, be treated as an undeliverable distribution pursuant to Article VI1.C of the Plan,



Each Holder of a Subordinated Note Claim shall tender such Notes relating to such Claim to New UA in accordance with written instructions to be provided to such
Holders by New UA as promptly as practicable following the Effective Date. Such instructions shall specify that delivery of such Subordinated Notes will be effected, and risk of loss and title thereto
will pass, only upon the proper delivery of such Subordinated Notes with a letter of transmittal in accordance with such instructions. All such surrendered Notes shall be marked as canceled.



Any Holder of an Allowed Claim on account of any instrument, security, or other documentation canceled pursuant to Article V.B of the Plan and required to
be tendered hereunder within five years after the Effective Date (including, but not limited to, the Subordinated Notes, the UA Common Stock, and the Mamaroneck Preferred Stock and Common Stock) shall
have its Claim for a distribution pursuant to the Plan on account of such canceled instrument, security, or other documentation discharged and shall be forever barred from asserting any such Claim
against any Reorganized Debtor or its respective property. In such cases, any property held for distribution on account of such Claim shall be disposed of pursuant to the provisions set forth above in
Article VI1.C.

I. Lost, Stolen, Mutilated or Destroyed Instruments or Securities

Any Holder of an Allowed Claim on account of any instrument, security, or other documentation canceled pursuant to Article V.B of the Plan that has been
lost, stolen, mutilated or destroyed, shall, in lieu of surrendering such instrument, security or other documentation: (i) deliver to the Reorganized Debtors (A) an affidavit of loss
reasonably satisfactory to the Reorganized Debtors (or, in the case of a Subordinated Note, to the Subordinated Note Indenture Trustee) setting forth the unavailability of such instrument, security,
or other document, and (B) such additional security or indemnity as may reasonably be required by the Reorganized Debtors to hold the Reorganized Debtors (or, in the case of the Subordinated
Notes, the Subordinated Note Indenture Trustee) harmless from any damages, liabilities or costs incurred in treating such individual as a Holder of an Allowed Claim; and (ii) satisfy any other
requirements under the Subordinated Note Indentures, the Prepetition Bank Credit Agreement, any article of incorporation or by-law, or any other relevant document. Upon compliance with
Article VII.1 of the Plan by a Holder of a Claim evidenced by such instrument, security or other documentation, such Holder shall, for all purposes under the Plan, be deemed to have surrendered
such instrument, security or other documentation.

J. Distributions to Professional Escrow Account on the Effective Date

On the Effective Date, the Reorganized Debtors shall deposit Cash into the Professional Escrow Account in an amount reasonably sufficient to pay all Accrued
Professional Compensation that has accrued as of the Effective Date; provided, however, that such Cash will be used to satisfy Claims of Professionals only pursuant to further order of the Bankruptcy
Court.

K. Distribution of New UA Warrants

Upon Bank of America's receipt of the New UA Warrants in accordance with Article III.C.2 of the Plan, Bank of America, on behalf of the Debt Electors,
shall irrevocably quitclaim and cause to be
immediately distributed such New UA Warrants to the Subordinated Note Indenture Trustee or other designated agent of the Holder of Class 1E Claims, to be distributed by said Trustee or agent on
a Pro

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Rata basis to such Holders of Allowed Class IE Claims, in consideration for the execution of the Subordinated Noteholder Lock-Up Agreements by certain of the Subordinated Noteholders
holding at least 66Ya% of the total principal amount outstanding under the Subordinated Notes and in exchange for the discharge of such Holders' Claims.

ARTICLE VIII
CONDITIONS PRECEDENT

A. Condition Precedent to Confirmation

It shall be a condition to Confirmation of the Plan that the following condition shall have been satisfied or waived pursuant to the provisions of
Article 1X.C of the Plan:



B. Conditions Precedent to Consummation

It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of
Article 1X.C of the Plan:



C. Waiver of Conditions

Except as otherwise required by the Lock-Up Agreements, the Debtors, in their sole discretion, may waive any of the conditions to Confirmation of the
Plan and/or to Consummation of the Plan set forth in Articles 1X.A and 1X.B of the Plan (other than the condition set forth in Article IX.A.2 of the Plan that the Restructured Bank Credit
Agreement must be executed by all parties required to execute that Agreement) at any time, without notice, without leave or order of the Bankruptcy Court, and without any formal action other than
proceeding to confirm and/or consummate the Plan.

D. Effect of Non-Occurrence of Conditions to Consummation

If the Confirmation Order is vacated, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall:
(1) constitute a waiver or release of any Claims by or against, or any Equity Interests in, the Debtors; (2) prejudice in any manner the rights of the Debtors; or (3) constitute
an admission, acknowledgment, offer or undertaking by the Debtors in any respect.

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ARTICLE IX
RELEASE. INJUNCTIVE AND RELATED PROVISIONS

A. Subordination

The classification and manner of satisfying all Claims and Equity Interests and the respective distributions and treatments under the Plan take into account
and/or conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal and equitable subordination rights, if any, relating
thereto, whether arising under general principles of equitable subordination, Section S 10(b) of the Bankruptcy Code or otherwise, and any and all such rights are settled, compromised and
released pursuant to the Plan. The Confirmation Order shall permanently enjoin, effective as of the Effective Date, all Persons and Entities from enforcing or attempting to enforce any such
contractual, legal and equitable subordination rights satisfied, compromised and settled pursuant to Article 1X.A of the Plan.

B. Certain Mutual Releases

Except as otherwise specifically provided in the Plan, including but not limited to Article V1.E of the Plan, on and after the Effective Date, each of the
Debtors, the Reorganized Debtors, their subsidiaries, their affiliates, and the Releasees, and the agents, officers, directors, partners, members, professionals, and agents of the foregoing (and the
officers, directors, partners, members, professionals, and agents of each thereof), for good and valuable consideration, including, but not limited to, the commitment and obligation of the Prepetition
Lender Releasees to vote for, support, and implement the Plan in accordance with the Tern: Sheet, the obligations and undertakings of the Prepetition Lenders Releasees set forth in the Restructured
Bank credit Agreement, and the service of the D&O Releasees to facilitate the expeditious reorganization of the Debtors and the implementation of the restructuring contemplated by the Plan, shall
automatically be deemed to have released each other unconditionally and forever from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever,
whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that any of the
foregoing entities would have been legally entitled to assert (in their own right, whether individually or collectively, or on behalf of the Holder of any Claim or Equity Interest or other Person or
Entity), based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date, relating in any way to the Debtors, the
Reorganized Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, or any related agreements, instruments or other documents, except: (i) for Claims arising under the Plan; and
(ii) for Claims arising after the Petition Date in the ordinary course of business. In furtherance of the foregoing, the Confirmation Order will constitute an injunction permanently enjoining
the commencement or prosecution by any entity, whether directly, derivatively, or otherwise, of any Claim, demand, liability, obligation, debt, right, Cause of Action, interest, remedy released or to
be released pursuant to the Plan against the foregoing Persons and Entities.

C. Limited Releases by Holder of Claims

On and after the Effective Date, each Holder of a Claim who has accepted the Plan, in exchange for, among other things, a distribution under the Plan, shall
automatically be deemed to have released each of the Debtors, the Reorganized Debtors, their subsidiaries, their affiliates, and the Releasees, and the
agents, officers, directors, partners, members, professionals, and agents of the foregoing (and the officers, directors, partners, members, professionals, and agents of each thereof), from any and all
Claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmanned, known or unknown,
foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Person or

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Entity would have been legally entitled to assert (whether individually or collectively), based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking
place on or before the Effective Date in any way relating or pertaining to the Debtors, the Reorganized "Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, or any related agreements,
instruments or other documents, m: (i) for Claims arising under the Plan; and (ii) for Claims arising after the Petition Date in the ordinary course of business. In furtherance of the
foregoing, the Confirmation Order will constitute an injunction permanently enjoining the commencement or prosecution by any entity, whether directly, derivatively, or otherwise, of any Claim, demand,
liability, obligation, debt, right, Cause of Action, interest, remedy released or to be released pursuant to the Plan against the foregoing Persons and Entities.

D. Preservation of Rights of Action



The Debtors are currently investigating whether to pursue potential Causes of Action against other parties or entities. The investigation has not been completed
to date, and under the Plan, the Reorganized Debtors retain all rights on behalf of the Debtors and the Post-Confirmation Estates to commence and pursue any and all Causes of Action (under
any theory of law, including, without limitation, the Bankruptcy Code, and in any court or other tribunal including, without limitation, in an adversary proceeding filed in the Debtors' Chapter 11
Cases) discovered in such an investigation to the extent the Reorganized Debtors deem appropriate. Potential Causes of Action currently being investigated by the Debtors, which may but need not (if at
all) be pursued by the Debtors prior to the Effective Date and by the Reorganized Debtors after the Effective Date to the extent warranted: (a) include without limitation, (i) the
following potential Claims and Causes of Action set forth below (the "Causes of Action Summary") and (ii) Preference Actions; and (b) are set forth in more detail in the List of Retained
Causes of Action, which is contained in the Plan Supplement:

|Party                                       |  | Basis of Claim        |  | Party                             |  | Basis of Claim |  | Party                                             |  | Basis of Claim
|------------------------------------------- |  | --------------------- |  | --------------------------------- |  | -------------- |  | ------------------------------------------------- |  | --------------
|10 Michael Drive Associates, L.P.           |  | Lease Matters         |  | M&J Wilkow, Ltd.                  |  | Lease Matters  |  | Super Savers Cinema                               |  | Lease Matters 
|280 Metro Center                            |  | Lease Matters         |  | MacDade Mall, Inc.                |  | Lease Matters  |  | 1991 Heritage Plaza, L.P.                         |  | Lease Matters 
|300 East 64th Associates, LP                |  | Commercial
Litigation |  | MacDade Mall Associates, L.P.     |  | Lease Matters  |  | 95 Fontana, LLC                                   |  | Lease Matters 
|540 Acquisition Co. LLC                     |  | Lease Matters         |  | Macerich Company                  |  | Lease Matters  |  | A.M. Phelan and Katherin                          |  | Lease Matters 
|5615 Associates LLP                         |  | Lease Matters         |  | Macerich Marina                   |  | Lease Matters  |  | Allen theatres, Inc.                              |  | Lease Matters 
|7272 Wisconsin Building Corp.               |  | Lease Matters         |  | Magnolia Federal Bank for Savings |  | Lease Matters  |  | AstolatReal Estate Corporation                    |  | Lease Matters 
|ABQ Bank                                    |  | Lease Matters         |  | Manayunk Associates, L.P.         |  | Lease Matters  |  | Benequity Properties, Ltd.                        |  | Lease Matters 
|Acklinis Associates                         |  | Lease Matters         |  | Maplewood Mall Associates L.P.    |  | Lease Matters  |  | Brookhaven Village                                |  | Lease Matters 
|Adrian Weill                                |  | Lease Matters         |  | Marcene Seeker                    |  | Lease Matters  |  | CBL & Associates Mgmt, Inc.                       |  | Lease Matters 
|Aegis Oxford, LLC                           |  | Lease Matters         |  | Marco Quazzo, Esq.                |  | Lease Matters  |  | CCC Wayne Cinema Corp.                            |  | Lease Matters 
|Aetna Life Insurance Company                |  | Lease Matters         |  | Marina Holding Corp.              |  | Lease Matters  |  | Cinema Entertainment Corp.                        |  | Lease Matters 
|AH Warner Center Properties                 |  | Lease Matters         |  | Mary Ann Kiriakides               |  | Lease Matters  |  | Connecticut General Life Insurance Company        |  | Lease Matters 
|Alan D. Laff Esq. Stacia Bank Delaney, Esq. |  | Lease Matters         |  | Matthew K. Brown, Esq.            |  | Lease Matters  |  | Country Club Mall Asssociates Limited Partnership |  | Lease Matters 

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|Alan B. Guttenberg, Esq.                                        |  | Lease Matters          |  | Maurice L. Burk, Esq.                  |  | Lease Matters             |  | Dodge Investments Limited Partnership 8001 |  | Lease Matters
|--------------------------------------------------------------- |  | ---------------------- |  | -------------------------------------- |  | ------------------------- |  | ------------------------------------------ |  | -------------
|Alex Kiriakides, Jr. and John Kiriakedes                        |  | Lease Matters          |  | Mbank Dallas, N.A.                     |  | Lease Matters             |  | Donald E. Axinn                            |  | Lease Matters
|Alfred Polizzotto                                               |  | Commmercial
Litigation |  | MCAVA Real Estate, Inc.                |  | Lease Matters             |  | Easte Towne Mall Company                   |  | Lease Matters
|Allstate Life Insurance                                         |  | Lease Matters          |  | Mellon Mortgage Co.                    |  | Lease Matters             |  | F.E.E.V.E. Limited                         |  | Lease Matters
|Alva Partnership                                                |  | Lease Matters          |  | Mellon Bank, N.A.                      |  | Lease Matters             |  | F.S.A. Super Saver Cinemas                 |  | Lease Matters
|American General Life Insurance Company                         |  | Lease Matters          |  | Merced Mall Ltd. (Codding Enterprises) |  | Lease Matters             |  | Federal Realty Investment Trust            |  | Lease Matters
|Amerishop Thornton LLC                                          |  | Lease Matters          |  | Merrie Ann Myers                       |  | Lease Matters             |  | First International Theatres               |  | Lease Matters
|Atlantic Hylan Corp.                                            |  | Lease Matters          |  | Mesa Denver Associates                 |  | Lease Matters             |  | Foundation Holdings LLC                    |  | Lease Matters
|B&F Sonora LLC; Cinega Sonora LLC, Columbia Sonora LLC, Corteen |  | Lease Matters          |  | Michael P. Ribons, Esq.                |  | Lease Matters             |  | Gateway Shopping Center, Inc.              |  | Lease Matters
|Bakersfield Retail Cneter, L.L.C.                               |  | Lease Matters          |  | Michael G. Prestia, Esq.               |  | Lease Matters             |  | George Baxter, Jr.                         |  | Lease Matters
|BancOne Capital Markets                                         |  | Lease Matters          |  | Mid Island Properties                  |  | Lease Matters             |  | Georgia Theatre CompanyII                 |  | Lease Matters
|Bancroft S.F. Properties                                        |  | Lease Matters          |  | Midtown Promenade, Ltd.                |  | Lease Matters             |  | Groton Shoppers Mall                       |  | Lease Matters
|Bank Western, a Federal Savings Bank                            |  | Lease Matters          |  | Monarch, Inc.                          |  | Lease Matters             |  | Gulf States Theatres, Inc.                 |  | Lease Matters
|Bank of America National Trust & Savings Assoc.                 |  | Lease Matters          |  | Mount Hope Cemetery Associates, Inc.   |  | Lease Matters             |  | H&P Associates                             |  | Lease Matters
|Bank of the West                                                |  | Lease Matters          |  | Mowry Realty Assoc. LLC                |  | Lease Matters             |  | Hammond Square JV                          |  | Lease Matters
|Bank One, Arizona NA                                            |  | Lease Matters          |  | Mr. L.H. Sanford Heckinger             |  | Lease Matters             |  | Hollywood Theatres, Inc.                   |  | Lease Matters
|Bank of America                                                 |  | Lease Matters          |  | Mr. W.S. Richardson, Jr.               |  | Lease Matters             |  | Intergalactic Trading Company              |  | Lease Matters
|Bankers Trust Company                                           |  | Lease Matters          |  | Mrs. Yvonne S. Thomas                  |  | Lease Matters             |  | Interstate Lefont Theatres Corporation     |  | Lease Matters
|Belle Barataria Investors, LLC                                  |  | Lease Matters          |  | Lease Matters                          |  | Jack Loeks Theatres, Inc. |  | Lease Matters                              |  |              
|Benesch Friedlander Copland & Aronoff                           |  | Lease Matters          |  | Natchez Mall, LLC                      |  | Lease Matters             |  | Janesville Mall Limited Partnership        |  | Lease Matters
|Berley Realty Corp.                                             |  | Lease Matters          |  | National City Bank, Indiana            |  | Lease Matters             |  | JATL Associates                            |  | Lease Matters
|Binker Goes Shopping LLC                                        |  | Lease Matters          |  | Nations Bank, N.A.                     |  | Lease Matters             |  | Julian la Craw Co.                         |  | Lease Matters
|Bittmore Square Associates, J.V.                                |  | Lease Matters          |  | Nationsbank of Texas, N.A.             |  | Lease Matters             |  | Kerasotes Theatres, Inc.                   |  | Lease Matters
|Boatman's National Bank of St. Louis                            |  | Lease Matters          |  | New York Life Insurance Co.            |  | Lease Matters             |  | Key Road Associates                        |  | Lease Matters
|Bradley Real Estate, Inc.                                       |  | Lease Matters          |  | New Plan Excel Realty Trust            |  | Lease Matters             |  | Key Theatres, Inc.                         |  | Lease Matters
|Broadmoor Hotel                                                 |  | Lease Matters          |  | Nichols Dry Good Co. of Many, Inc.     |  | Lease Matters             |  | Kings Plaza Shopping Center                |  | Lease Matters
|Brookfield Colorado Inc.                                        |  | Lease Matters          |  | North Creek Group, Ltd.                |  | Lease Matters             |  | Kraus-Anderson Incorporated                |  | Lease Matters

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|Brookfield Properties Colorado, Inc.                                                    |  | Lease Matters |  | O'Connor Realty Investors, L.P.                                          |  | Lease Matters |  | Krupp Commercial Properties Limited Partnership           |  | Lease Matters
|--------------------------------------------------------------------------------------- |  | ------------- |  | ------------------------------------------------------------------------ |  | ------------- |  | --------------------------------------------------------- |  | -------------
|Brookgreen Carolina Corporation                                                         |  | Lease Matters |  | Okee Square Associates, Ltd.                                             |  | Lease Matters |  | Lebcon Associates                                         |  | Lease Matters
|California State Teachers' Retirement System                                            |  | Lease Matters |  | Olympus Pointe Theatre Center Investors, LLC                             |  | Lease Matters |  | Leon H. Charney and Jerome Chazen                         |  | Lease Matters
|California Federal Bank                                                                 |  | Lease Matters |  | Opus Estates, L.L.C.                                                     |  | Lease Matters |  | Machesney Park Associates                                 |  | Lease Matters
|Camellia Shopping Center                                                                |  | Lease Matters |  | ORIX USA Corporation                                                     |  | Lease Matters |  | McKibbon Brothers, Inc.                                   |  | Lease Matters
|Canadian Imperial Bank of commerce, as agent for IBC, Inc. and Bank One, Colorado, N.A. |  | Lease Matters |  | ORIX RAM Montgomery Venture                                              |  | Lease Matters |  | Midland Red Oak Realty, Inc.                              |  | Lease Matters
|Carlos A Fierro                                                                         |  | Lease Matters |  | OTR                                                                      |  | Lease Matters |  | Moultrie Twin Theatre                                     |  | Lease Matters
|Carolina Mall Company                                                                   |  | Lease Matters |  | P.F. Properties LLC                                                      |  | Lease Matters |  | Mountain Pine Timber, Inc.                                |  | Lease Matters
|Carolina Mall LLC                                                                       |  | Lease Matters |  | Pacific Acquisition Coporation                                           |  | Lease Matters |  | Movies, Inc.                                              |  | Lease Matters
|Carpenters Pension Trust Fund                                                           |  | Lease Matters |  | Pan Pacific Development (Laguna), Inc.                                   |  | Lease Matters |  | Mrs. Euna Hoye Love                                       |  | Lease Matters
|CBL & Associates Management, Inc.                                                       |  | Lease Matters |  | Pan Pacific Retail Properties                                            |  | Lease Matters |  | Mrs. Shirley Hoye Martin                                  |  | Lease Matters
|CEE Retail Realty, Inc.                                                                 |  | Lease Matters |  | Park Meadows Business Trust                                              |  | Lease Matters |  | Music City Mall, LLC                                      |  | Lease Matters
|Center West Properties, Inc.                                                            |  | Lease Matters |  | Park Meadows Business Trust                                              |  | Lease Matters |  | Muskegon Associates                                       |  |              
|Chestnut Theatre Associates, L.P.                                                       |  | Lease Matters |  | Paula Boyd Flynn, Mary Helen Boyd Zimmerman and Lewis Campbell Boyd, Jr. |  | Lease Matters |  | Muvico Entertainment L.L.C.                               |  | Lease Matters
|Chris Town Shopping Center Co., LLC                                                     |  | Lease Matters |  | Paula Boyd Irving                                                        |  | Lease Matters |  | N. Jeanne Drown, Duane Stueckle and Oppenheimer Co., Inc. |  | Lease Matters
|Christie Avenue Partners                                                                |  | Lease Matters |  | Peter J. Gregors, Esq.                                                   |  | Lease Matters |  | NAMYH Associates                                          |  | Lease Matters
|Circle Center Development Company Limited Partnership                                   |  | Lease Matters |  | Pima Grande Development                                                  |  | Lease Matters |  | North Plains Development Company                          |  | Lease Matters
|Citicorp Real Estate, Inc.                                                              |  | Lease Matters |  | Pinnacle Commercial, Inc.                                                |  | Lease Matters |  | Parklane Shopping Center, Inc.                            |  | Lease Matters
|City National Bank                                                                      |  | Lease Matters |  | Plus Financial, Inc.                                                     |  | Lease Matters |  | Pickering Corporation, Inc.                               |  | Lease Matters
|City National Bank and Mads B. Bjerre, Co-Trustees                                      |  | Lease Matters |  | PNC Bank, NA                                                             |  | Lease Matters |  | Pines Mall Limited Partnership                            |  | Lease Matters
|Clearview Cinemas Group, Inc.                                                           |  | Lease Matters |  | Princeton Market Fair Associates, Ltd.                                   |  | Lease Matters |  | Plains Park Center                                        |  | Lease Matters
|Coastal American Corporation                                                            |  | Lease Matters |  | Princeton Market Fair Associates, Ltd.                                   |  | Lease Matters |  | Price-Rock Springs Company                                |  | Lease Matters
|Colonial Realty Limited Partnership                                                     |  | Lease Matters |  | Princeton/FS Realty Associates, Ltd.                                     |  | Lease Matters |  | Regal Cinemas, Inc.                                       |  | Lease Matters

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|Colonial Properties                           |  | Lease Matters |  | Prizm Partners                                           |  | Lease Matters |  | Republic Properties, Inc.                                 |  | Lease Matters      
|--------------------------------------------- |  | ------------- |  | -------------------------------------------------------- |  | ------------- |  | --------------------------------------------------------- |  | -------------------
|Columbia Savings                              |  | Lease Matters |  | Prudential Insurance Company of America                  |  | Litigation    |  | Resolution Trust Corporation                              |  | Lease Matters      
|Column Financial, Inc.                        |  | Lease Matters |  | Prudential Mortgage Capital Company, LLC                 |  | Lease Matters |  | Resources Financial Corporation                           |  | Lease Matters      
|Community Centers One, L.L.C.                 |  | Lease Matters |  | R & S Theatres, Inc.                                     |  | Lease Matters |  | Rio West Partners Limited Partnership                     |  | Lease Matters      
|Community Centers Two, LLC                    |  | Lease Matters |  | Ramsey D. Myatt, Esq.                                    |  | Lease Matters |  | River Woods of Tampa, Ltd.                                |  | Lease Matters      
|Connecticut Mutual Life Insurance Company     |  | Lease Matters |  | RCK Properties, Inc.                                     |  | Lease Matters |  | Roaring Fork Associates, L.L.C.                           |  | Lease Matters      
|Connecticut General Life Insuance Co.         |  | Lease Matters |  | Reed Development Assoc., Inc.                            |  | Lease Matters |  | Rosewell Mall Cinema, Inc.                                |  | Lease Matters      
|Conservative Development Co.                  |  | Lease Matters |  | Regency Centers L.P.                                     |  | Lease Matters |  | Sidney Kohl                                               |  | Lease Matters      
|Continental Bank                              |  | Lease Matters |  | Regions Bank of Louisiana                                |  | Lease Matters |  | Simon Property Group, LP                                  |  | Lease Matters      
|Cordano Associates and Sunrise Mall Associate |  | Lease Matters |  | Related Mgmt. Co. LP                                     |  | Lease Matters |  | Southbrook Mall Associates, L.P.                          |  | Lease Matters      
|Corporate Property Investors                  |  | Lease Matters |  | Robert J. Burr, Esq.                                     |  | Lease Matters |  | Star Cinema NoCAL, LLC                                    |  | Lease Matters      
|Cortlandt Town Center Limited Partnership     |  | Lease Matters |  | Robert C. Muir Company                                   |  | Lease Matters |  | StarTime Entertainment-Georgia                            |  | Litigation         
|CP Venture Two LLC                            |  | Lease Matters |  | Robert D. Almquist, Esq.                                 |  | Lease Matters |  | Stembler Brothers Company                                 |  | Lease Matters      
|Credit Lyonnais New York Branch               |  | Lease Matters |  | Robin C. Kelly, Esq.                                     |  | Lease Matters |  | Talisman Roswell, L.L.C.                                  |  | Lease Matters      
|Crestar Bank                                  |  | Lease Matters |  | Roger L. Simon, Esq.                                     |  | Lease Matters |  | The Equitable Life Assurance Society of the United States |  | Lease Matters      
|Crown American Properties, L.P.               |  | Lease Matters |  | Roslyn Savings Bank                                      |  | Lease Matters |  | Tristran Real Estate Corporation                          |  | Lease Matters      
|Daiwa Financial Corp.                         |  | Lease Matters |  | RouseMoorestown, Inc.                                   |  | Lease Matters |  | Wal-Go Associates                                         |  | Lease Matters      
|David Rosen, Successor Trustee                |  | Lease Matters |  | RPS Realty Trust                                         |  | Lease Matters |  | Washington Square Partners, Ltd.                          |  | Lease Matters      
|David L. Forney, Esq.                         |  | Lease Matters |  | Sam & Simone Spiegel d/b/a Bayou Landing Shopping Center |  | Lease Matters |  | Wayne Preakness Associates                                |  | Lease Matters      
|David L. Grigg, Esq.                          |  | Lease Matters |  | Santa Rosa Mall, LLC                                     |  | Lease Matters |  | Westloop Center Associates                                |  | Lease Matters      
|David C. Tassell, Esq.                        |  | Lease Matters |  | Sawmill Square Associates                                |  | Lease Matters |  | Wildwood Theatres, Inc.                                   |  | Lease Matters      
|David T. Thuma, Esq.                          |  | Lease Matters |  | Sawmill Square Mall Office                               |  | Lease Matters |  | Carr-Gottstein Properties, Inc.                           |  | Lease Matters      
|DDRA Community Centers Five                   |  | Lease Matters |  | Scranton Mall Associates                                 |  | Lease Matters |  | Wallace Theatre Corporation                               |  | Lease Matters      
|De Bartolo Capital Partnership                |  | Lease Matters |  | SDG Macerich Properties, L.P.                            |  | Lease Matters |  | Victoria Doulos                                           |  | Lease Matters      
|Demuth & Siniawa, L.P.                        |  | Lease Matters |  | Searstown Mall LLC                                       |  | Lease Matters |  | Travelers Insurance Co.                                   |  | Insurance Matters  
|Denhill Denver, L.L.C.                        |  | Lease Matters |  | Shefsky Froelich & Devine Ltd.                           |  | Lease Matters |  | Adair-Green Advertising                                   |  | Accounts Receivable

123

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|Denver West Village, Inc.                                          |  | Lease Matters |  | Sheldon M. Goldstein, Esq.                |  | Lease Matters |  | Aetna US Healthcare           |  | Accounts Receivable
|------------------------------------------------------------------ |  | ------------- |  | ----------------------------------------- |  | ------------- |  | ----------------------------- |  | -------------------
|Denver West Village                                                |  | Lease Matters |  | Shore Parkway Associates                  |  | Lease Matters |  | American Express              |  | Accounts Receivable
|Denver Pavilions, L.P.                                             |  | Lease Matters |  | Showcase Mall Joint Venture               |  | Lease Matters |  | AMS                           |  | Accounts Receivable
|Developers Diversified Realty Corporation                          |  | Lease Matters |  | Shows-Lassen Alexandria, a Joint Venture  |  | Lease Matters |  | Advanced SmithKlineBeecham    |  | Accounts Receivable
|Developers Diversified Realty                                      |  | Lease Matters |  | Sibling Realty Associates                 |  | Lease Matters |  | ARK 21                        |  | Accounts Receivable
|DiamondAbelman Inc.                                               |  | Lease Matters |  | Sierra Vista Mall                         |  | Lease Matters |  | Atlantic Records              |  | Accounts Receivable
|Don Gulf Coast L.L.C.                                              |  | Lease Matters |  | Silver Springs, Inc.                      |  | Lease Matters |  | Audio Visual Resource, Inc.   |  | Accounts Receivable
|Dugas Partnership                                                  |  | Lease Matters |  | Simon Property Group, L.P.                |  | Lease Matters |  | Azzurro Ristorante Italiano   |  | Accounts Receivable
|Eastern Savings Bank                                               |  | Lease Matters |  | Simon Debartolo Group                     |  | Lease Matters |  | Bellagio (Mirage Resorts)     |  | Accounts Receivable
|Eden Prairie Center                                                |  | Lease Matters |  | Simon Property Group, L.P. Lease Matters  |  | Lease Matters |  | Bennigans                     |  | Accounts Receivable
|Ehrman Properties LLC c/o Wells Fargo Bank                         |  | Lease Matters |  | Singing River Mall                        |  | Lease Matters |  | Blue Cross Blue Shield of CA  |  | Accounts Receivable
|Endurance L.P.                                                     |  | Lease Matters |  | Siniawa Enterprises                       |  | Lease Matters |  | BNA                           |  | Accounts Receivable
|Equitable Life Assurance Society of the United States              |  | Lease Matters |  | SKW Real Estate Limited Partnership       |  | Lease Matters |  | Bozell Kamstra / True North   |  | Accounts Receivable
|Eric L. Goldberg, Esq.                                             |  | Lease Matters |  | SLK Westbury, LLC                         |  | Lease Matters |  | Broadmoor Hotel               |  | Accounts Receivable
|Expressway Tower                                                   |  | Lease Matters |  | Society National Bank                     |  | Lease Matters |  | Buddha Records                |  | Accounts Receivable
|F & M Partnership                                                  |  | Lease Matters |  | Sonoma National Bank                      |  | Lease Matters |  | Capitol Records               |  | Accounts Receivable
|Family Mortgage Service Corporation, No. 21                        |  | Lease Matters |  | Sonora Center Development                 |  | Lease Matters |  | CBN                           |  | Accounts Receivable
|Federal Realty Investment Trust                                    |  | Lease Matters |  | South Central Oil Co., Inc.               |  | Lease Matters |  | Century Media                 |  | Accounts Receivable
|FG Asset Management, Inc.                                          |  | Lease Matters |  | Southerland Properties                    |  | Lease Matters |  | Century 21 HT Brown           |  | Accounts Receivable
|First National Community Bank                                      |  | Lease Matters |  | Southhold Properties, Inc.                |  | Lease Matters |  | Ceridian                      |  | Accounts Receivable
|First Fidelity Bank, N.A., New Jersey                              |  | Lease Matters |  | Southwest Shopping Center Co.             |  | Lease Matters |  | Charter Communications        |  | Accounts Receivable
|First Interstate Bank (Now Wells Fargo Bank)                       |  | Lease Matters |  | Sterling Oxford Mall, Limited Partnership |  | Lease Matters |  | Chris Cooper                  |  | Accounts Receivable
|First Union Bank of North Carolina                                 |  | Lease Matters |  | Street Retail Forest Hills I, LLC         |  | Lease Matters |  | Cinema Concepts US Army/Ellis |  | Accounts Receivable
|Fishing Center Realty Corp.                                        |  | Lease Matters |  | Succession of Jacob Abdalla               |  | Lease Matters |  | Cinemad/Max & Ermas           |  | Accounts Receivable
|Fleet National Bank of Connecticut                                 |  | Lease Matters |  | Sun America Life Insurance                |  | Lease Matters |  | Cinemark Corporation          |  | Accounts Receivable
|Fleet National Bank of Connecticut, as Corporate Indenture Trustee |  | Lease Matters |  | Sun America Life Insurance                |  | Lease Matters |  | CNN Cinemas                   |  | Accounts Receivable

124

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|Fleet National Bank of Connecticut                                |  | Lease Matters |  | Sun America Life Insurance                                |  | Lease Matters |  | Coca-Cola USA                    |  | Accounts Receivable
|----------------------------------------------------------------- |  | ------------- |  | --------------------------------------------------------- |  | ------------- |  | -------------------------------- |  | -------------------
|Franc C. Salazar, Esq.                                            |  | Lease Matters |  | Sun America Life Insurance                                |  | Lease Matters |  | Columbia Records                 |  | Accounts Receivable
|FROG Co. LLC                                                      |  | Lease Matters |  | Sun America Life Insurance                                |  | Lease Matters |  | Crosspoint Church @ Cary         |  | Accounts Receivable
|G.R. associates L.P.                                              |  | Lease Matters |  | Sunrise Mall                                              |  | Lease Matters |  | Crossroads Church                |  | Accounts Receivable
|GadcoGardens East Plaza, Inc.                                    |  | Lease Matters |  | Susan Shirk, Property Manager                             |  | Lease Matters |  | Denver Museum of Natural History |  | Accounts Receivable
|Gardens East Plaza, Ltd.                                          |  | Lease Matters |  | Teachers Insurance and Annuity Association of America     |  | Lease Matters |  | Discovery Church                 |  | Accounts Receivable
|Gary Zentmyer Development                                         |  | Lease Matters |  | Teachers Insurance & Annuity Association of America       |  | Lease Matters |  | Eastern Federal Corporation      |  | Accounts Receivable
|GE Capital Corporation                                            |  | Lease Matters |  | Teachers Retirement System of Texas                       |  | Lease Matters |  | Eastside Church                  |  | Accounts Receivable
|General Electric Capital Corporation                              |  | Lease Matters |  | Terry L. Rakow, Esq.                                      |  | Lease Matters |  | eDelta.com                       |  | Accounts Receivable
|General Growth Management, Inc.                                   |  | Lease Matters |  | Texas Beverly co., Inc.                                   |  | Lease Matters |  | eLabor.com                       |  | Accounts Receivable
|General Growth Properties, Inc.                                   |  | Lease Matters |  | Thacher Proffitt & Wood                                   |  | Lease Matters |  | EMI Music                        |  | Accounts Receivable
|George E. Shamis Trustee under will of George J. Shamis, deceased |  | Lease Matters |  | The CONTALP LLC                                           |  | Lease Matters |  | Entertainment Media              |  | Accounts Receivable
|Gerald Abraham, Agent for Lily Thomas Abraham                     |  | Lease Matters |  | The Equitable Assurance Society of the United States      |  | Lease Matters |  | Epic Records Group               |  | Accounts Receivable
|GGP/Homart Inc.                                                   |  | Lease Matters |  | The Equitable Life Assurance Society of the United States |  | Lease Matters |  | Fuddruckers                      |  | Accounts Receivable
|GMAC Commercial Mortgage Corp.                                    |  | Lease Matters |  | The Equitable Life Mortgage and Realty                    |  | Lease Matters |  | Fun Bubble                       |  | Accounts Receivable
|Golden Triangle Mall Associates                                   |  | Lease Matters |  | The Falls Shopping Center Associates                      |  | Lease Matters |  | GE Capital Fleet Services        |  | Accounts Receivable
|Goldman Sachs & Co.                                               |  | Lease Matters |  | The Prudential Insurance Company of America               |  | Lease Matters |  | GEAC                             |  | Accounts Receivable
|Gordon Sign Company                                               |  | Lease Matters |  | The Home Savings Bank                                     |  | Lease Matters |  | General Cinema Theatres          |  | Accounts Receivable
|GPI Theatre Properties I, LP                                      |  | Lease Matters |  | The Oaks Shopping Center, L.P.                            |  | Lease Matters |  | Glaxo-Wellcome                   |  | Accounts Receivable
|Grant Plaza Associates                                            |  | Lease Matters |  | The Retail Property Trust                                 |  | Lease Matters |  | Grace Valley Community Church    |  | Accounts Receivable
|Green Valley Commercial Limited Partnership                       |  | Lease Matters |  | The Penn Mutual Life Insurance Company                    |  | Lease Matters |  | Guerra, Joseph                   |  | Accounts Receivable
|Gulf South Associates, Limited Partnership                        |  | Lease Matters |  | The Equitable Life Assurance Society of the US            |  | Lease Matters |  | Gulf Coast Wireless              |  | Accounts Receivable
|Harold Schlanger                                                  |  | Lease Matters |  | The First National Bank of Boston                         |  | Lease Matters |  | Home Depot                       |  | Accounts Receivable
|Henderson Investment Co., Inc.                                    |  | Lease Matters |  | The Equitable Life Assurance Society of the United States |  | Lease Matters |  | IHOP                             |  | Accounts Receivable

125

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|Henry Kibel and Anita Levinson                         |  | Lease Matters |  | The Chase Manhattan Bank                                  |  | Lease Matters |  | IML                                    |  | Accounts Receivable
|------------------------------------------------------ |  | ------------- |  | --------------------------------------------------------- |  | ------------- |  | -------------------------------------- |  | -------------------
|Henry E. Kruman, Esq.                                  |  | Lease Matters |  | The Market Place Partnership                              |  | Lease Matters |  | Interscope Records                     |  | Accounts Receivable
|High Ridgerand Theatres Joint                         |  | Lease Matters |  | The Prudential Insurance Co. of America                   |  | Lease Matters |  | Jackson Foundation and Family Trusts   |  | Accounts Receivable
|High Ridge Partners, Ltd.                              |  | Lease Matters |  | The Macerich Partnership, L.P.                            |  | Lease Matters |  | Jillian's                              |  | Accounts Receivable
|HMF Properties Limited Partnership                     |  | Lease Matters |  | The Equitable Life Assurance Society of the U             |  | Lease Matters |  | Juneteenth Film Festival               |  | Accounts Receivable
|Homart Development co.                                 |  | Lease Matters |  | The Estate of James Campbell                              |  | Lease Matters |  | Lakeside Fellowship                    |  | Accounts Receivable
|Home Federal Savings Bank                              |  | Lease Matters |  | The AETNA Casualty & Surety Company                       |  | Lease Matters |  | Lantern Entertainment                  |  | Accounts Receivable
|Huber Properties Inc.                                  |  | Lease Matters |  | The Prudential Insurance Company of America               |  | Lease Matters |  | Lantern Lane Entertainment             |  | Accounts Receivable
|I-430 L.L.C. c/o Flake & Kelley                        |  | Lease Matters |  | The Equitable Life Assurance Society of the United States |  | Lease Matters |  | Mann Center for Performing Art         |  | Accounts Receivable
|I-430 L.L.C.                                           |  | Lease Matters |  | The TorontoDominion Bank                                 |  | Lease Matters |  | Marcus Cable                           |  | Accounts Receivable
|Independence Savings Bank                              |  | Lease Matters |  | The Capital Company of America, LLC                       |  | Lease Matters |  | MDC Holdings                           |  | Accounts Receivable
|Insignia Commercial Group, Inc.                        |  | Lease Matters |  | Thomas C. BeinLease Matters                               |  | Lease Matters |  | Media Power Advertising/Gowen Chrysler |  | Accounts Receivable
|Insignia Commercial Group, Inc.                        |  | Lease Matters |  | Timothy W. Hasler, Esq.                                   |  | Lease Matters |  | Media One Group                        |  | Accounts Receivable
|International Bank of commerce                         |  | Lease Matters |  | TKL-East LLC                                              |  | Lease Matters |  | Mind Matters Seminar                   |  | Accounts Receivable
|Interstate Land Mgmt Corp.                             |  | Lease Matters |  | Today Northgate Mall, LP                                  |  | Lease Matters |  | Movieland                              |  | Accounts Receivable
|Jacob A. and Mary Ann Abdalla                          |  | Lease Matters |  | Troutman Sanders                                          |  | Lease Matters |  | National Seminars                      |  | Accounts Receivable
|Jacqueline Hoff-Sasser                                 |  | Lease Matters |  | Turnpike Films, Inc.                                      |  | Lease Matters |  | New Heights Christian Fellow.          |  | Accounts Receivable
|James F. Tierney IV                                    |  | Lease Matters |  | Turtle Creek Limited Partnership                          |  | Lease Matters |  | Nortel Networks                        |  | Accounts Receivable
|Jay F. Kamlet, Esq.                                    |  | Lease Matters |  | Turtle Creek LP                                           |  | Lease Matters |  | Overseas Film Goup                     |  | Accounts Receivable
|Jeannine M. Thornson, Esq.                             |  | Lease Matters |  | Twin Peaks Mall Associates, Ltd.                          |  | Lease Matters |  |                                        |  |                    
|Jefferson Valley Mall                                  |  | Lease Matters |  | United New Mexico at Albuquerque                          |  | Lease Matters |  | Palika Bazaar                          |  | Accounts Receivable
|Jefferson Bank                                         |  | Lease Matters |  | VESTAR Development Co.                                    |  | Lease Matters |  | Park-Davis Pharmaceutical              |  | Accounts Receivable
|Jennifer A. Victor, Esq.                               |  | Lease Matters |  | Vice Realty Corp.                                         |  | Lease Matters |  | Pro Motion Slides                      |  | Accounts Receivable
|Jerome W. Bettman, Jr. and Marilyn Christensen Bettman |  | Lease Matters |  | Villa Linda Mall, Ltd.                                    |  | Lease Matters |  | Professional Salon Concepts            |  | Accounts Receivable
|John Hancock Mutual Life Ins. Co.                      |  | Lease Matters |  | Virginia National Bank                                    |  | Lease Matters |  | Publicis                               |  | Accounts Receivable
|John F. Cahlan, Esq.                                   |  | Lease Matters |  | Wachovia Bank of North Carolina, NA                       |  | Lease Matters |  | RCA                                    |  | Accounts Receivable

126

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|John W. Southerland and Frankie C. Southerland Rose |  | Lease Matters |  | WACHOVIA Bank of Georgia, N.A.                                                                                       |  | Lease Matters       |  | Research Institute of America  |  | Accounts Receivable
|--------------------------------------------------- |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | ------------------------------ |  | -------------------
|John W. Southerland                                 |  | Lease Matters |  | Wallace Theatres                                                                                                     |  | Lease Matters       |  | San Francisco State University |  | Accounts Receivable
|John Hancock Mutual Life Insurance Association      |  | Lease Matters |  | Washington Federal Savings & Loan                                                                                    |  | Lease Matters       |  | S&A Restaurant                 |  | Accounts Receivable
|John M. Nolan, Esq.                                 |  | Lease Matters |  | Water Tower Square Associates                                                                                        |  | Lease Matters       |  | Screenvision                   |  | Accounts Receivable
|John W. Fink, Esq.                                  |  | Lease Matters |  | Wayne K. Guessford                                                                                                   |  | Lease Matters       |  | SFSU                           |  | Accounts Receivable
|Jon M. Kaufman, Esq.                                |  | Lease Matters |  | Weingarten Realty Investors                                                                                          |  | Lease Matters       |  | Shivan Enterprises             |  | Accounts Receivable
|K Mart of Pennsylvania LP Trust                     |  | Lease Matters |  | Wells Fargo Bank, Trustee for the Lurie                                                                              |  | Lease Matters       |  | Showtime Enterprises           |  | Accounts Receivable
|K Mart Corp.                                        |  | Lease Matters |  | Wells Fargo Bank                                                                                                     |  | Lease Matters       |  | Showtime Networks              |  | Accounts Receivable
|Kaye, Scholer, Fierman, Hays & Handler              |  | Lease Matters |  | Wells Fargo Bank National Association                                                                                |  | Lease Matters       |  | SmithKline Beecham c/o (ACE)   |  | Accounts Receivable
|KB Penn Realty Associates, Inc.                     |  | Lease Matters |  | Wells Fargo Real Estate Group, Inc.                                                                                  |  | Lease Matters       |  | Soloman Software               |  | Accounts Receivable
|Kravitz Properties, Inc.                            |  | Lease Matters |  | Wells Fargo Bank, N.A.                                                                                               |  | Lease Matters       |  | Sprint PCSAZ                  |  | Accounts Receivable
|Kristina Lackey                                     |  | Lease Matters |  | West America Bank                                                                                                    |  | Lease Matters       |  | Sprint PCSCA                  |  | Accounts Receivable
|L. Rodney Chamblee                                  |  | Lease Matters |  | West Brook Plaza, a partnership comprised of Louis Mullen, Harold Samuels Sr., Prescott A. Sherman & Ragland Watkins |  | Lease Matters       |  | Sprint PCSCA2                 |  | Accounts Receivable
|Lakeland Income Properties, L.L.C.                  |  | Lease Matters |  | West Campus Development co. Inc.                                                                                     |  | Lease Matters       |  | Sprint PCSCA3                 |  | Accounts Receivable
|Laurel A. Hartman                                   |  | Lease Matters |  | Westbar                                                                                                              |  | Lease Matters       |  | Sprint PCSIN                  |  | Accounts Receivable
|Lee T. Dicker, Esq.                                 |  | Lease Matters |  | Westbar Limited Partnership                                                                                          |  | Lease Matters       |  | Sprint PCSNV                  |  | Accounts Receivable
|Lehman Brothers Holdings, Inc. d/b/a Lehman Capital |  | Lease Matters |  | Westgate Shopping Center                                                                                             |  | Lease Matters       |  | SRA International              |  | Accounts Receivable
|Lehman Brother, Inc.                                |  | Lease Matters |  | Westview Mall Associates                                                                                             |  | Lease Matters       |  | Starship USA                   |  | Accounts Receivable
|Lerner Sibling Partnership                          |  | Lease Matters |  | Westview Investment L.C.                                                                                             |  | Lease Matters       |  | Synygy                         |  | Accounts Receivable
|Lernr Sibling Partnership & Briar Ridge Realty, LLC |  | Lease Matters |  | William J. Wade                                                                                                      |  | Lease Matters       |  | Syntel                         |  | Accounts Receivable
|Levin Properties                                    |  | Lease Matters |  | Wilmington Trust Company                                                                                             |  | Lease Matters       |  | The Eye Clinic                 |  | Accounts Receivable
|Levin Properties                                    |  | Lease Matters |  | Woodbury Theatre, LLC                                                                                                |  | Lease Matters       |  | The River Church               |  | Accounts Receivable
|Lincoln Plaza Associates                            |  | Lease Matters |  | WRC Properties, Inc.                                                                                                 |  | Lease Matters       |  | Theatre Radio Network          |  | Accounts Receivable
|Long Beach Marketplace, LLC                         |  | Lease Matters |  | Yale University/Douglaston Plaza                                                                                     |  | Lease Matters       |  | Time & Time Again Ent.         |  | Accounts Receivable
|Louis E. Silver, P.C.                               |  | Lease Matters |  | US Air Force Nat'l                                                                                                   |  | Accounts Receivable |  | Rauma Records                  |  | Accounts Receivable

127

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|Amazing Space, Inc.                               |  | Bankruptcy Matters |  | Greenwhich Entertainment Group, Inc.        |  | Bankruptcy Matters    |  | University of Texas at Arlington ROTC |  | Accounts Receivable  
|------------------------------------------------- |  | ------------------ |  | ------------------------------------------- |  | --------------------- |  | ------------------------------------- |  | ---------------------
|Silver Cinemas International Inc.                 |  | Bankruptcy Matters |  | Jesse Montaya                               |  | Bankruptcy Matters    |  | Val Morgan                            |  | Accounts Receivable  
|Silver Cinemas, Inc.                              |  | Bankruptcy Matters |  | NSB Film Corp., Inc.                        |  | Bankruptcy Matters    |  | Virtela Communications                |  | Accounts Receivable  
|Landmark Theatre Corp.                            |  | Bankruptcy Matters |  | Q-zar Entertainment Group, Inc.             |  | Bankruptcy Matters    |  | Wallcrafters                          |  | Accounts Receivable  
|Landmark Theatre USA, Inc.                        |  | Bankruptcy Matters |  | Sanctuary Woods Multimedia, Inc.            |  | Bankruptcy Matters    |  | Williams Conferencing                 |  | Accounts Receivable  
|Theatrix Interactive, Inc.                        |  | Bankruptcy Matters |  | Barney Skanska Construction Co.             |  | Construction Matters  |  | World Vision Church                   |  | Accounts Receivable  
|Alameda Newspapers, Inc.                          |  | Class Actions      |  | Irwin Seat Co.                              |  | Construction Matters  |  | Wyncom                                |  | Accounts Receivable  
|AT&T Corp.                                        |  | Class Actions      |  | Brintons US Axminister                      |  | Construction Matters  |  | Yes! A Positive Network               |  | Accounts Receivable  
|Hartford Accident & Indemnity Company, et al.     |  | Class Actions      |  | Hensel Phelps Construction                  |  | Construction Matters  |  | Destination                           |  | Accounts Receivable  
|Hennepin County, MN                               |  | Class Actions      |  | American Fixture & Design, Inc.             |  | Construction Matters  |  | Zany Brainy                           |  | Accounts Receivable  
|LASMSA Limited Partnership                        |  | Class Actions      |  | CB Richard Ellis                            |  | Commercial Litigation |  | All Cinema                            |  | Accounts Receivable  
|MCI Communications Corporation                    |  | Class Actions      |  | Cline Enterprise Inc                        |  | Construction Matters  |  | Ace Audio Visual                      |  | Accounts Receivable  
|Motorola, Inc.                                    |  | Class Actions      |  | CTCM                                        |  | Construction Matters  |  | Life Size Entertainment               |  | Accounts Receivable  
|National Council On Compensation Reinsurance Pool |  | Class Actions      |  | EGL, Inc.                                   |  | Construction Matters  |  | Marvin Films                          |  | Accounts Receivable  
|Acadia Realty Trust                               |  | Lease Matters      |  | Etkin Skanska Construction Co.              |  | Construction Matters  |  | Seventh Art Releasing                 |  | Accounts Receivable  
|American Nevada Corporation                       |  | Lease Matters      |  | GMTD Corp.                                  |  | Construction Matters  |  | Wilson Safe Company                   |  | Accounts Receivable  
|Aranov Realty Management Inc                      |  | Lease Matters      |  | NJ Orr Construction Company LLC             |  | Construction Matters  |  | LocalNet Communications, Inc.         |  | Accounts Receivable  
|BF Amarillo LP                                    |  | Lease Matters      |  | OTR.                                        |  | Construction Matters  |  | First Run Features                    |  | Accounts Receivable  
|CBL & Associates                                  |  | Lease Matters      |  | Anthony Pepe and affiliated companies       |  | Construction Matters  |  | 300 E. 64th St. Associates, L.P.      |  | Litigation Matters   
|CIN River Bridge LP                               |  | Lease Matters      |  | Peny Usa Inc.                               |  | Construction Matters  |  | Academy theatres, LLP                 |  | Commercial Litigation
|Galleria at Tyler                                 |  | Lease Matters      |  | Pepco Construction of New York Incorporated |  | Construction Matters  |  | Amethyst, L.L.C.                      |  | Litigation Matters   
|Gart Properties LLC                               |  | Lease Matters      |  | Resource Construction Company               |  | Construction Matters  |  | Gerald B. Anderson                    |  | Litigation Matters   
|LSF Bassett LP                                    |  | Lease Matters      |  | Ryall Electric Supply Co.                   |  | Construction Matters  |  | Arcadia Coffee Company                |  | Litigation Matters   
|MileHi Properties                                |  | Lease Matters      |  | Calvin Dodson                               |  | Lease Matters         |  | Block 2647, Lot 1 Associates,         |  | Commercial Litigation
|Related Management Company LP                     |  | Lease Matters      |  | Showcase Mall                               |  | Construction Matters  |  | Briar Ridge Realty                    |  | Litigation Matters   
|Simon Property Group                              |  | Lease Matters      |  | Tom Hogan, Esq.                             |  | Construction Matters  |  | Joseph E. Lavin                       |  | Litigation Matters   
|Simon Property Group                              |  | Lease Matters      |  | Uniforms to You & Co.                       |  | Construction Matters  |  | Wayne S. Bullock                      |  | Litigation Matters   

128

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|Spring Valley Improvements, LLC                       |  | Lease Matters |  | Turnpike Films, Inc. Michael Abrams                     |  | Subtenant Matters     |  | M. Reza Eslami                                         |  | Commercial Litigation 
|----------------------------------------------------- |  | ------------- |  | ------------------------------------------------------- |  | --------------------- |  | ------------------------------------------------------ |  | ----------------------
|The Macerich Company                                  |  | Lease Matters |  | Wehrenberg, Inc. John V. Louis                          |  | Subtenant Matters     |  | Fightertown Entertainment, Inc.                        |  | Litigation Matters    
|The Rouse Company                                     |  | Lease Matters |  | Unlimited Entertainment Inc. Mark Stafford, Guarantor   |  | Subtenant Matters     |  | Funtyme Concepts                                       |  | Litigation Matters    
|The Rouse Company                                     |  | Lease Matters |  | Cinema Partners Ltd. David M. Schwartz & Yimaj A. Kadir |  | Subtenant Matters     |  | Heyne Industries, Inc.                                 |  | Litigation Matters    
|The Torrance Company James Jones, V.P.                |  | Lease Matters |  | Skillman Cinema, Ltd.                                   |  | Subtenant Matter      |  | Joseph E. Lavin                                        |  | Litigation Matters    
|Westfield America                                     |  | Lease Matters |  | Nevin Sledge & Andrea Long D/B/A Tribal Weaver          |  | Space Tenant          |  | National Telecommunications Consultants, Inc. ("NTCI") |  | Litigation Matters    
|Valerie Panteleo                                      |  | Space Tenant  |  | Tribal Weaver                                           |  | Space Tenant          |  | Petosa Brothers                                        |  | Litigation Matters    
|Daniel Tomasini                                       |  | Space Tenant  |  | Carolyn Lee Epperson                                    |  | Space Tenant          |  | Efraim Shurka                                          |  | Litigation Matters    
|Frank DiGennaro/Ron DiGennaro                         |  | Space Tenant  |  | The Goldsmith                                           |  | Space Tenant          |  | Douglas E. Skinner                                     |  | Litigation Matters    
|Angel Dancuart                                        |  | Space Tenant  |  | Hair Artistry                                           |  | Space Tenant          |  | SLK Westbury, LLC                                      |  | Litigation Matters    
|Curtis Shepherd                                       |  | Space Tenant  |  | California Federal Bank                                 |  | Space Tenant          |  | Phyllis C. Spector                                     |  | Commercial Litigation 
|Bayside Camera Jacques Adrian                         |  | Space Tenant  |  | Peter Mungridis C/o Athen Asthethics                    |  | Space Tenant          |  | Spector of Wisconsin                                   |  | Commercial Litigation 
|Phillips Brokerage of Bayside                         |  | Space Tenant  |  | Ted Yudacufski Casa Alvarado Chess Center               |  | Space Tenant          |  | Spector Theatres, LLC (f/k/a Cinescape Theatres)       |  | Commercial Litigation 
|The Place for Posters                                 |  | Space Tenant  |  | Joseph R. Altieri                                       |  | Space Tenant          |  | Spector Theatres, LLC                                  |  | Commercial Litigation 
|Bayside Little League, Inc.                           |  | Space Tenant  |  | Hollywood Style Nails                                   |  | Space Tenant          |  | Ramon Alvarez Rodriquez                                |  | Employee Litigation   
|Brenner Travel Service                                |  | Space Tenant  |  | Bijin Hair Studio                                       |  | Space Tenant          |  | Warrington Township, PA                                |  | Litigation Matters    
|Clark's Trading                                       |  | Space Tenant  |  | Hideyo Ogawa                                            |  | Space Tenant          |  | Katharine M. Watson                                    |  | Litigation Matters    
|Andrew J. Lee                                         |  | Space Tenant  |  | California Federal Bank Mgr.                            |  | Space Tenant          |  | Yale University                                        |  | Litigation Matters    
|Golden Gate Christian Ref. Church Reverend Peter Yang |  | Space Tenant  |  | Hedman Furniture Bill Peterson & P. Coy Miller          |  | Space Tenant          |  | City of Boulder                                        |  | Tax Matters           
|DOSA                                                  |  | Space Tenant  |  | Eller Media Company                                     |  | Space Tenant          |  | City of New Orleans                                    |  | Tax Matters           
|CALA Foods, Inc. c/o Ralph's Grocery                  |  | Space Tenant  |  | Martin's Wine Cellar                                    |  | Space Tenant          |  | Heskel Brandon Theatre, LLC                            |  | Partnership Matters   
|Gannett Outdoor Advertising                           |  | Space Tenant  |  | KT Park Corporation                                     |  | Space Tenant          |  | Heskel Elias                                           |  | Partnership Matters   
|Chico Carpet, Inc. Bahman Chehrazi                    |  | Space Tenant  |  | Goldenberg Development Corp.                            |  | Space Tenant          |  | Staten Theatre Group                                   |  | Partnership Litigation
|CCC Larchmont Cinema Corp.                            |  | Space Tenant  |  | Colonial Parking, Inc.                                  |  | Space Tenant          |  | Staten Theatre Group II                                |  | Partnership Matters   
|Budget Flowers                                        |  | Space Tenant  |  | Sega GameworksLakeline                                 |  | Space Tenant          |  | Meyer Ackerman                                         |  | Partnership Matters   
|Smithtown Shoe Repair                                 |  | Space Tenant  |  | Dominic Gatto                                           |  | Commercial Litigation |  | Brian Ackerman                                         |  | Partnership Matters   

129

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|Barbara Ruvio                  |  | Space Tenant  |  | Corey Greenberg                                     |  | Partnership         |  | Montgomery Retail Realty, Inc.                          |  | Overpayment Matters 
|------------------------------ |  | ------------- |  | --------------------------------------------------- |  | ------------------- |  | ------------------------------------------------------- |  | --------------------
|Couleur Provence, Inc.         |  | Space Tenant  |  | Eden Prairie Mall, LLC                              |  | Real Estate Matters |  | Mobiliario                                              |  | Construction Matters
|Louki Enterprises, Inc.        |  | Space Tenant  |  | General Growth Properties                           |  | Real Estate Matters |  | Service Port Refrigeration Co.                          |  | Billing Matters     
|DeBaron Enterprises            |  | Space Tenant  |  | Blumenfeld Development Group, Ltd.                  |  | Real Estate Matters |  | Curtis Shepherd                                         |  | Lease Matters       
|Seven Islands Restaurants      |  | Space Tenant  |  | International Cinema                                |  | Accounts Receivable |  | 160-06 LLC                                              |  | Overpayment         
|Spencer Dean Funding Corp.     |  | Space Tenant  |  | Goldenberg Candy Company Contact: Michael O'Connell |  | Rebate Matters      |  | Wehrenberg, Inc.                                        |  | Lease Matters       
|Theatre Workshop Productions   |  | Space Tenant  |  | M&M/Mars Contact: John Seeberger                    |  | Rebate Matters      |  | Orion Transportation Services, Inc.                     |  | Billing Matters     
|Village of Lynbrook            |  | Space Tenant  |  | Hershey "Movie Magic" Contact: Tina Lasfalk         |  | Rebate Matters      |  | IMAX                                                    |  | Property Damage     
|Westwood Parking Company       |  | Space Tenant  |  | Banner Candy Mfg. Corp. Contact: Libby Mauro        |  | Rebate Matters      |  | Theo F. Cangelosi                                       |  | Overpayment         
|Downtown Mgmt Corp. Santa Cruz |  | Space Tenant  |  | Clawson Hewett Brokers Contact: Tiffany Thompson    |  | Rebate Matters      |  | Cineteck, Inc.                                          |  | Accounts Receivable 
|Santa Cruz Jewelers            |  | Space Tenant  |  | Nestle Food Company Contact: Mike Cino              |  | Rebate Matters      |  | HNQ Corporation                                         |  | Accounts Receivable 
|                               |  |               |  | Promotion in Motion Contact Jeff Scudillo           |  | Rebate Matters      |  |                                                         |  |                     
|Star Cinema NoCalDel Mar      |  | Space Tenant  |  | Summit Foods Contact Leslie DeNino                  |  | Rebate Matters      |  | Baptist Foundation of Arizona and Theatre Leasing, Inc. |  | Lease Matters       
|Atitlan Trading Co.            |  | Space Tenant  |  | Ricos Contact: Skip Stefansen                       |  | Rebate Matters      |  | Valley Real Estate Opportunity, Inc.                    |  | Lease Matters       
|Affiliated Paper Company       |  | Credit Claims |  | LSC Contact: Skip Stefansen                         |  | Rebate Matters      |  | AFI                                                     |  | Overpayment         
|Airborne Express               |  | Credit Claims |  | Aqua Source Contact: John Thomas                    |  | Rebate Matters      |  | Hicks, Muse, Tate & Furst, Inc.                         |  | Breach of Contract  
|AT Systems                     |  | Credit Claims |  | Scribner & Associates Contact: Robert Scribner      |  | Rebate Matters      |  | Cartera/Trillium Construction Managers, Inc.            |  | Construction Matters
|Brinks, Inc.                   |  | Credit Claims |  | Baer & Associates Contact: Mike Ware                |  | Rebate Matters      |  | My-San Theatres                                         |  | Lien Matters        
|Contact Paging                 |  | Credit Claims |  | Winpak Contact: Alfie Blain                         |  | Rebate Matters      |  | Kojeli, Muna                                            |  | Theft               
|Copesan                        |  | Credit Claims |  | Ballpark Franks/Sara Lee                            |  | Rebate Matters      |  | Texoma Cabinets, Inc.                                   |  | Lien Matters        
|Galleria                       |  | Credit Claims |  | Promotional Management Group                        |  | Rebate Matters      |  | EagleDirect.com                                         |  | Theft               
|IBI                            |  | Credit Claims |  | Screenvision                                        |  | Rebate Matters      |  | United Products                                         |  | Overpayment         
|Loomis Fargo                   |  | Credit Claims |  | Theatre Lobby Network                               |  | Rebate Matters      |  | Protocol, LLC                                           |  | Accounts Receivable 
|MovieAd                        |  | Credit Claims |  | Irwin Seating & US Fire Insurance Co.               |  | Litigation Matters  |  | Balcor Management Services, Inc.                        |  | Overpayment         
|Presto X                       |  | Credit Claims |  | Samsonite Inc.                                      |  | Litigation Matters  |  | California Pizza Kitchen                                |  | Lease Matters       
|United Parcel Service          |  | Credit Claims |  | Pepco Construction                                  |  | Litigation Matters  |  | Crain Atlanta                                           |  | Prepayment          

130

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|Waste Management                                        |  | Credit Claims    |  | Christie Avenue Partners JS, The Martin Group                            |  | Litigation Matters |  | Double Decker Bus Company Front Range Charter Service                    |  | Failure to Perform Services
|------------------------------------------------------- |  | ---------------- |  | ------------------------------------------------------------------------ |  | ------------------ |  | ------------------------------------------------------------------------ |  | ---------------------------
|Southwest Shopping Centers Co. II, LLC                  |  | Lease Rejections |  | Christopher Saxon and Bridget Champagne d/b/a The Carpet Man             |  | Litigation Matters |  | Everbrite, Inc.                                                          |  | Inventory Matters          
|Berlin Scales                                           |  | Lease Rejections |  | Irwin Seating & US Fire Insurance Co.                                    |  | Litigation Matters |  | Evergreen Security, Inc.                                                 |  | Disputed Invoices          
|Theatre Leasing Inc.                                    |  | Lease Rejections |  | A&H Home and Lawn Maintenance Inc.                                       |  | Litigation Matters |  | Westbrook Development Company, Inc.                                      |  | Construction Claims        
|Weingarten Nostat, Inc.                                 |  | Lease Rejections |  | Pepco Construction Co., 453 Arlene Street, Staten Island NY 10314        |  | Litigation Matters |  | Giorgio Shellfish Corp. d/b/a Jordan's Lobster Dock                      |  | Trespass                   
|Old Town Val Vista, LLC                                 |  | Lease Rejections |  | Steven Nordseth d/b/a Fun                                                |  | Litigation Matters |  | Goertzens Lawn Service                                                   |  | Unwanted Services          
|M. C. Strauss Company dba Val Vista Crossing            |  | Lease Rejections |  | Trammel Crow DFW Ltd.,                                                   |  | Litigation Matters |  | Hall Construction                                                        |  | Construction Claims        
|Excel Realty Partners, LP                               |  | Lease Rejections |  | Christie Avenue Partners JS, The Martin Group                            |  | Litigation Matters |  | Hoyts Cinema                                                             |  | Litigation Matters         
|Amado-San Vicente, Ltd.                                 |  | Lease Rejections |  | Harvey Lindsay Commercial Real Estate                                    |  | Lease Rejection    |  | Industrial Cooling                                                       |  | Services Rendered          
|The Retail Property Trust                               |  | Lease Rejections |  | Valley Forge Center Associates; King of Prussia                          |  | Lease Rejection    |  | Los Angeles County Assessor                                              |  | Tax Matters                
|State of California Public Employees' Retirement System |  | Lease Rejections |  | Louis Law Family Trust                                                   |  | Lease Rejection    |  | Penn Real Estate Group                                                   |  | Tax Matters                
|WinShip Properties Yvette DeGuero                       |  | Lease Rejections |  | Simon Property Group L.P.                                                |  | Lease Rejection    |  | Universal Bonding                                                        |  | Reimburse-ment             
|Thomas F. Hinds                                         |  | Lease Rejections |  | Anderson Mall                                                            |  | Lease Rejection    |  | Weisman Enterprises, Inc. D/b/a Best Vendors                             |  | Accounts Receivable        
|Burnham Pacific AAF BPP Retail, LLC                     |  | Lease Rejections |  | Holiday/Cinema, LLC                                                      |  | Lease Rejection    |  | Cinema Partners Ltd.                                                     |  | Lease Rejection            
|BPP Retail, LLC. Granada                                |  | Lease Rejections |  | Lend Lease Real Estate Investments                                       |  | Lease Rejection    |  | Spring Valley Improvements, LLC Tarrytown                                |  | Lease Rejection            
|PALS Associates                                         |  | Lease Rejections |  | BF Amarillo, L.P. d/b/a Westgate Mall Lendlease AAF Fund B/Westgate Mall |  | Lease Rejection    |  | Sunrise Mall Associates                                                  |  | Lease Rejection            
|OTR                                                     |  | Lease Rejections |  | Regal Cinema, Inc.                                                       |  | Lease Rejection    |  | Freedom Properties L.P.                                                  |  | Lease Rejection            
|Codding Enterprises                                     |  | Lease Rejections |  | Roy M. Smith and W.M. Bevly                                              |  | Lease Rejection    |  | Stoltz Management of Delaware, Inc., Agent for Freedom Properties, Inc.  |  | Lease Rejection            
|Glasshouse Square Shopping Center                       |  | Lease Rejection  |  | The Estate of Charles C.Y. Cheng Deceased                                |  | Lease Rejection    |  | Estate of Fannie E. Harrison, Deceased c/o Metropolitan Management Group |  | Lease Rejection            

131

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|F.C. Pavilion, LLC                                          |  | Lease Rejection       |  | Jim J. Anchustegui                                                                     |  | Lease Rejection    |  | Bradley I. Dorn Metropolitan Management Corporation                                        |  | Lease Rejection
|----------------------------------------------------------- |  | --------------------- |  | -------------------------------------------------------------------------------------- |  | ------------------ |  | ------------------------------------------------------------------------------------------ |  | ---------------
|Executive Director San Jose Redevelopment Agency            |  | Failure to Mitigate   |  | Advanced Entertainment Concepts, Inc.                                                  |  | Lease Rejection    |  | Dondel Associates                                                                          |  | Lease Rejection
|San Jose Redevelopment Agency                               |  | Lease Rejection       |  | MWBC, Inc. d/b/a Q-ZAR                                                                 |  | Lease Rejection    |  | Briarwood                                                                                  |  | Lease Rejection
|Carson-Madrona Co.                                          |  | Lease Rejection       |  | Bryson Properties XII                                                                  |  | Lease Rejection    |  | Twelve Oaks Mall Limited Partnership                                                       |  | Lease Rejection
|The Torrance Company                                        |  | Lease Rejection       |  | LSF Bassett LP                                                                         |  | Lease Rejection    |  | Oakland Mall, Ltd.                                                                         |  | Lease Rejection
|Meadows Center Association                                  |  | Lease Rejection       |  | Driftwood Village Shopping Center                                                      |  | Lease Rejection    |  | Corporate Property Investors                                                               |  | Lease Rejection
|IC Theatre Limited Liability Company                        |  | Lease Rejection       |  | Texas Properties, Inc.                                                                 |  | Lease Rejection    |  | Sowashee Venture                                                                           |  | Lease Rejection
|Academy Station Limited Liability Company                   |  | Lease Rejection       |  | 60 West Corporation                                                                    |  | Lease Rejection    |  | Village Square Limited Partnership                                                         |  | Lease Rejection
|Matmar Fort Collins Partnership                             |  | Lease Rejection       |  | June B. Lecka                                                                          |  | Lease Rejection    |  | Betty Choate Matthews                                                                      |  | Lease Rejection
|Rouse-Park Meadows, LLC                                     |  | Lease Rejection       |  | Star Time EntertainmentGeorgia, LLC                                                   |  | Litigation Matters |  | York Properties Inc.                                                                       |  | Lease Rejection
|Blackfox Real Estate Group, LLC                             |  | Lease Rejection       |  | Star Time Cinemas, Inc.                                                                |  | Litigation Matters |  | John R. Darnavandi                                                                         |  | Lease Rejection
|Blackfox Parkway Associations, LLC                          |  | Lease Rejection       |  | Mayer Mitchell et al d/b/a                                                             |  | Lease Rejection    |  | Philip Meadow Herbert Meadow                                                               |  | Lease Rejection
|New Plan Excel Realty Trust, Inc.                           |  | Lease Rejection       |  | Sterik Company                                                                         |  | Lease Rejection    |  | Muvico Entertainment LLC Muvico Theatres, Inc.                                             |  | Lease Rejection
|Daniel S. Dornfield, Esq. New Plan Excel Realty Trust, Inc. |  | Lease Rejection       |  | Eastlake Plaza Associates                                                              |  | Lease Rejection    |  | Equity (Landing) Inc.                                                                      |  | Lease Rejection
|P & H Associates                                            |  | Lease Rejection       |  | Bernhardt C. Heebe, A. Louis Sizeler, margery Alaynick Kirshman and Victor F. Kirshman |  | Lease Rejection    |  | Broward Associates                                                                         |  | Lease Rejection
|Kranzco Realty Trust                                        |  | Lease Rejection       |  | Market Place Commercial Limited Partnership                                            |  | Lease Rejection    |  | Alec P. Courtelis and Donald Smith, Jr. d/b/a Movies Inc.                                  |  | Lease Rejection
|Interstate Connecticut Corp.                                |  | Lease Rejection       |  | Golden Ring Mall Company Limited Partnership                                           |  | Lease Rejection    |  | K-Mart Corporation                                                                         |  | Lease Rejection
|General Electric Capital Corporation                        |  | Lease Rejection       |  | Jeffrey M. Clifton                                                                     |  | Lease Rejection    |  | CIN Riverbridge, L.P. David Siegel, Property Manager Gumberg Asset Management Corp., agent |  | Lease Rejection
|F.S.A. Super Saver Cinemas                                  |  | Lease Rejection       |  | Talisman Roswell, LLC                                                                  |  | Lease Rejection    |  | Regency Centers, L.P.                                                                      |  | Lease Rejection
|Connie Arnold                                               |  | ADA Claim             |  | Jacqueline Kehl                                                                        |  | ADA Claim          |  | Ann Cupolo                                                                                 |  | ADA Claim      
|Bruce Silverstein                                           |  | Commercial Litigation |  | Nancy Ferreya                                                                          |  | ADA Claim          |  | Elizabeth Twaddel                                                                          |  | ADA Claim      

132

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|Donna Taliento              |  | Commercial Litigation |  | Guy Thomas                                          |  | ADA Claim             |  | Valerie Vivona                     |  | ADA Claim            
|--------------------------- |  | --------------------- |  | --------------------------------------------------- |  | --------------------- |  | ---------------------------------- |  | ---------------------
|Domenic Gatto               |  | Litigation Matters    |  | Ana Berlowitz                                       |  | ADA Claim             |  | Ralph Boemio                       |  | ADA Claim            
|Janet and Warren Tocci, Jr. |  | Commercial Litigation |  | Howard Ripley                                       |  | ADA Claim             |  | Cinde Soto                         |  | ADA Claim            
|Dallas S. Hudgens, III      |  | Lease Rejection       |  | 680 Cinemas Corp.                                   |  | Commercial Litigation |  | Juliana Cyril                      |  | ADA Claim            
|Bernbard Goldberg           |  | Lease Matters         |  | Capability Marble & Granite, Inc.                   |  | Commercial Litigation |  | Reliance National Indemnity Co.    |  | Commercial Litigation
|VAL Floors, Inc.            |  | Commercial Litigation |  | Janet and Warren Tocci, Jr.                         |  | Litigation Matters    |  | Hoboken Wood Flooring Corporation  |  | Commercial Litigation
|Lehrer McGovern Bovis       |  | Lease Matters         |  | Leads Painting & Decorating Corp.                   |  | Lease Matters         |  | Stone Systems, Inc.                |  | Litigation Matters   
|Par Plumbing Co., Inc.      |  | Lease Matters         |  | Westdeutsche Immoolienbank                          |  | Lease Matters         |  | Martin Schlanger                   |  | Lease Matters        
|Harold Schlanger            |  | Lease MattersAndre    |  | CB Richard Ellis                                    |  | Litigation Matters    |  | Drexler Technology Corporation     |  | Commercial Litigation
|ESI Ergonomic Solutions     |  | Commercial Litigation |  | General Cinema Theatres Inc.                        |  | Lease Matters         |  | Tristar Pictures,                  |  | Lease Matters        
|Cinemark USA Inc.           |  | Commercial Litigation |  | American Multi-Cinema Inc.                          |  | Commercial Litigation |  | Loews Cineplex Entertainment Corp. |  | Commercial Litigation
|Larry McGaha                |  | Commercial Litigation |  | P.A. Properties                                     |  | Commercial Litigation |  |                                    |  |                      
|Budd Schwabb                |  | Commercial Litigation |  | Showscan Entertainment, Inc.                        |  | Commercial Litigation |  | Barney Skanska USA                 |  | Commercial Litigation
|First Sterling Corp         |  | Commercial Litigation |  | West Realty                                         |  | Commercial Litigation |  | 14th Street Associates             |  | Commercial Litigation
|Natasi White                |  | Commercial Litigation |  | Empire City Ironworks & Building Specialists, Corp. |  | Commercial Litigation |  | Cardella Trucking Co.              |  | Lease Matters        
|Pro Spec Interiors          |  | Lease Matters         |  | Jerry Clark                                         |  | Employee Litigation   |  | Max Pedraz Rolon                   |  | Employee Litigation  
|Andre Rodriquez-Vasquez     |  | Employee Litigation   |  | 1033 3rd Street Corp                                |  | Lease Matters         |  | Aircadia Investment Corp.          |  | Lease Matters        
|Philip Rapa                 |  | Lease Matters         |  | Blackfox Parkway Associates                         |  | Lease Matters         |  | Cinema 8                           |  | Lease Matters        
|John Damavandi              |  | Lease Matters         |  | CIN Riverbridge                                     |  | Lease Matters         |  | Debartain Capital Partnership      |  | Lease Matters        
|East Lake Plaza Associates  |  | Lease Matters         |  | Horton Plaza LLC                                    |  | Lease Matters         |  | David Law                          |  | Lease Matters        
|Hermine Law                 |  | Lease Matters         |  | Craig V. Russell                                    |  | Lease Matters         |  | Nick Studen                        |  | Lease Matters        
|Village Aurora              |  | Lease Matters         |  | G.S. York                                           |  | Lease Matters         |  | York Family Property               |  | Lease Matters        
|BFI Waste System            |  | Overbilling           |  | Angela Mangam                                       |  | Litigation Matters    |  | Carribean Cinemas                  |  | Employee Matters     
|John DePietro               |  | Lease Matters         |  | Terek Fermantez                                     |  | Employee Matters      |  | Green Associates                   |  | Employee Matters     
|Nichols Sanitation          |  | Overbilling           |  | Julie Reisken                                       |  | Employee Matters      |  | Robin Stephens                     |  | Employee Matters     
|Laura Hershey               |  | Lease Matters         |  | Brent Ellingson                                     |  | Employee Matters      |  | Tommy English                      |  | Employee Matters     
|Steven Gowdy                |  | Lease Matters         |  | Aimee Guzmsarn-Maldanado                            |  | Employee Matters      |  | Glenda Johnson                     |  | Employee Matters     
|Kevin King                  |  | Lease Matters         |  |                                                     |  |                       |  |                                    |  |                      

133

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In addition, potential Causes of Action which may be pursued by the Debtors prior to the Effective Date and by the Reorganized Debtors after the Effective Date, also include, without
limitation the following:



In
addition, there may be numerous other Causes of Action which currently exist or may subsequently arise that are not set forth herein, in the Cause of Action Summary or in the List of
Retained Causes of Action, because the facts upon which such Causes of Action are based are not currently or fully known by the Debtors and, as a result, can not be raised during the pendency of the
Chapter 11 Cases (collectively, the "Unknown Causes of Action"). The failure to list any such Unknown Cause of Action herein, or in the Cause of Action Summary or the List of Retained Causes of
Action, is not intended to limit the rights of the Reorganized Debtors to pursue any Unknown Cause of Action to the extent the facts underlying such Unknown Cause of Action subsequently become fully
known to the Debtors.

The
potential net proceeds from the Causes of Action identified herein, in the Causes of Action Summary and the List of Retained Causes of Action, or which may subsequently arise or be
pursued, are speculative and uncertain and therefore no value has been assigned to such recoveries. The Debtors and the Reorganized Debtors do not intend, and it should not be assumed that because any
existing or potential Causes of Action have not yet been pursued by the Debtors or are not set forth herein,
whether in the Causes of Action Summary or the List of Retained Causes of Action, that any such Causes of Action have been waived.

Unless
Causes of Action against a Person or entity are expressly waived, relinquished, released, compromised or settled in the Plan or any Final Order, the Debtors expressly reserve all
Causes of Action and Unknown Causes of Action, including the Causes of Action described herein and in the Causes of Action Summary and the List of Retained Causes of Action, as well as any other
Causes of Action or Unknown Causes ofAction, for later adjudication and therefore, no preclusion doctrine, including, without limitation, the doctrines ofres judicata, collateral estoppel, issue
preclusion, claimpreclusion, estoppel (judicial, equitable or otherwise) or lathes shall apply to such Causes of Action upon or after the confirmation or consumma tion of the Plan. In addition, the
Debtors expressly reserve the right to pursue or adopt any claims alleged in any lawsuit in which the Debtors are a defendant or an interested party, including the lawsuits described in
Article XI1.D of the Disclosure

134

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Statement, against any Person, including, without limitation, the plaintiffs and co-defendants in such lawsuits.

Except
as otherwise provided in the Plan or in any contract, instrument, release, indenture or other agreement entered into in connection with the Plan, in accordance with
Section 1123(b)(3) of the Bankruptcy Code, any Claims, rights, and Causes of Action that the respective Debtors, Estates, or Post-Confirmation Estates may hold against any Person or
Entity, including but not limited to those Causes of Action listed in Article 1X.D of the Disclosure Statement, shall vest in the Reorganized Debtors, and the Reorganized Debtors shall retain
and may exclusively enforce, as the authorized representatives of the respective Estates and Post-Confirmation Estates, any and all such Claims, rights, or Causes ofAction. Except as
otherwise provided in the Trade Subcommittee Term Sheet (including, without limitation, the carveouts for potential Preference Actions against certain entities described in such Term Sheet), the
Reorganized Debtors (a) may pursue any and all such Claims rights, or Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors, and (b) shall
have the exclusive right, authority, and discretion to institute, prosecute, abandon, settle, or compromise any and all such Claims, rights, and Causes of Action without the consent or approval of any
third party and without any further order of court.

2.    Intercompany Claims

On the Effective Date, and to the extent not otherwise modified pursuant to a corporate transaction set forth in Article V of the Plan, each Reorganized
Debtor shall retain all rights and obligations relating to all Intercompany Claims that it may have against any direct or indirect wholly-

135

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owned or less than wholly owned subsidiary of UA as follows, Such Intercompany Claims, as of the Petition Date, are approximately as follows:

|INTERCOMPANY CLAIMS OWED TO OR FROM UATC AS OF PETITION DATE |                               |  
|------------------------------------------------------------ | ----------------------------- | -
|
|United Artists Theatre Company                               |                               | $
|Tallthe, Inc.                                                |                               | $
|R and S Theatres, Inc.                                       |                               | $
|United Film Distribution Company of South America            |                               | $
|United Artists Properties I Corp.                            |                               | $
|United Artists Realty Company                                |                               | $
|UAB II, Inc.                                                 |                               | $
|United Artists International Management Company              |                               | $
|Stalen Theatre Group II                                      |                               | $
|United Stonestown Corporation                                |                               | $
|Staten Theme Group                                           |                               | $
|UATC/Heskel Brandon Theatre LLC                              |                               | $
|UAGG Theatres Operatina Corp.                                |                               | $
|Magnolia Amusement Company                                   |                               | $
|RAM-UA/KOP, LLC                                              |                               | $
|Olympus Pointe Theatre Centre Investors, LLC                 |                               | $
|Multimatic Displays, Inc.                                    |                               | $
|Showscan/United Artists Theatres Joint Venture               |                               | $
|TOTAL INTERCOMPANY CLAIMS OWED TO UATC                       |                               | $
|Beth Page Theatre Company                                    |                               |  
|King Reavis Amusement Company                                |                               |  
|Mamaroneck Playhouse Holding Company                         |                               |  
|San Francisco Theatres, Inc.                                 |                               |  
|U.A.P.R., Inc.                                               |                               |  
|UA International Property Holding, Inc.                      |                               |  
|United Artists Properties II Corp.                           |                               |  
|UAB, Inc.                                                    |                               |  
|UA Property Holding II, Inc.                                 |                               |  
|Trumball Theatre Corp.                                       |                               |  
|UA Intematmnal Hong Kong                                     |                               |  
|UATC Europe BV                                               |                               |  
|Vogue Realy Company                                          |                               |  
|Rio Rich Theatres                                            |                               |  
|                                                             | TOTAL CLAIMS OWED BY UATC     |  
|                                                             | NET TOTAL CLAIMS OWED TO UATC |  

The
Debtors have been informed that the Working Group, ENIC, and Holders of Equity Interests in UA have agreed that, pursuant and subject to the specific terms of definitive
documentation to be delivered on or before the Effective Date, on the Effective Date Bank of America will pay the $l,OOO,OOO Working Group Fee that it previously had been holding in trust for the
benefit of the Working Group and ENIC as referenced in Article I.D.2 ofthe Disclosure Statement to a designated agent for the Holders of Allowed Class 1F Equity Interests to be
distributed by said agent on a Pro Rata basis in exchange for a covenant not to sue certain third parties on certain causes of action related to the Debtors' business activities prior to the Petition
Date.

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The Debtors, the Reorganized Debtors, their subsidiaries, the Releasees, the Committee(s), and their members and Professionals (acting in such capacity) shall
neither have nor incur any liability to any Person or Entity for any act taken or omitted to be taken in connection with or related to the formulation, preparation, dissemination, implementation,
administration, Confirmation or
Consummation of the Plan, the Disclosure Statement or any contract, instrument, release or other agreement or document created or entered into in connection with the Plan, including the
Lock-Up Agreements, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases; provided, however, that
the foregoing provisions of Article X.E of the Plan shall have no effect on the liability of any Person or Entity that results from any such act or omission that is determined in a Final Order
to have constituted gross negligence or willful misconduct.



From and after the Effective Date, all Persons and Entities are permanently enjoined from commencing or continuing in any manner, any suit, action or other
proceeding, on account of or respecting any Claim, demand, liability, obligation, debt, right, Cause of Action, interest, remedy released or to be released pursuant to Article X of the Plan.

ARTICLE X
RETENTION OF JURISDICTION

Notwithstanding the entry ofthe Confirmation Order and the occurrence ofthe Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter
11 Cases after the Effective Date as is legally permissible, including jurisdiction to:

A.    allow,
disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim, including the resolution of any request
for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims;

B.    grant
or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or
before the Confiition Date;

C.    resolve
any matters related to the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which the Debtors are parties or
with respect to which the Debtors may be liable and to hear, determine and, if necessary, liquidate any Claims arising therefrom, including all matters related to amendments to the Statement of
Contracts and Leases after the Effective Date pursuant to Article VI of the Plan to add or remove any executory contracts or unexpired leases to the list of executory contracts and unexpired
leases to be rejected;

D.    ensure
that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions of the Plan, including without limitation ruling on any motion Filed
pursuant to Article VII of the Plan and resolving any disputes concerning any distributions contemplated in or relating to Article VI1.K ofthe Plan;

E.    decide
or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving the Debtors that
may be pending on the Effective Date;

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F.    enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, indentures and other
agreements or documents created in connection with the Plan or the Disclosure Statement;

G.    resolve
any cases, controversies, suits or disputes that may arise in connection with the Consummation, interpretation or enforcement of the Plan or any Person's or
Entity's obligations incurred in connection with the Plan (other than a case, controversy, suit or dispute relating solely to the interpretation or enforcement of Restructured Bank Credit Agreement
and not in any way relating to the Plan).

H.    issue
injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Person or Entity with
Consummation or enforcement of the Plan, except as otherwise provided herein;

I.    resolve
any cases, controversies, suits or disputes with respect to the releases, injunction and other provisions contained in Article X of the Plan and enter such
orders as may be necessary or appropriate to implement such releases, injunction and other provisions;

J.    enter
and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated;

K.    determine
any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument,
release, indenture or other agreement or document created in connection with the Plan or the Disclosure Statement; and

L.    enter
an order and/or final decree concluding the Chapter 11 Cases

ARTICLE Xl
PROCESS OF VOTING AND CONFIRMATION

The following is a brief summary regarding the acceptance and Confirmation of the Plan. Holders of Claims and Equity Interests are encouraged to review the
relevant provisions of the Bankruptcy Code and/or to consult their own attorneys. Additional information regarding voting procedures is set forth in the Notice accompanying this Disclosure Statement.

A. Voting Instructions

This Disclosure Statement, accompanied by a Ballot to be used for voting on the Plan, is being distributed to Holders of Claims in Classes lB, 2B, 2D, 2F, 3B, 3E,
4B, 4E, 5B, 5E, 6D, 7D, 8D, 9D, lOD, 11D, 12D, 13D, 14D, I5D, 16D, and 18D. Only such Holders are entitled to vote to accept or reject the Plan and may do so by completing the Ballot and returning it
to the Information Agent.In light of the benefits to be attained by the Plan on behalf of each Class of Claims, the Debtors recommend that Holders of Claims in each of the
Impaired Classes vote to accept the Plan and return the Ballot.

BALLOTS
MUST BE RECEIVED BY THE INFORMATION AGENT, BANKRUPTCY SERVICES, LLC("BSI"),HERON TOWER, 70 EAST 55TH STREET, 6TH FLOOR, NEW
YORK, NEW YORK 10022, ATTENTION: DIANE ROCANO, ON OR BEFORE 4:00 P.M., PREVAILING EASTERN TIME, ON JANUARY 12, 2001 (THE "VOTING DEADLINE"). ANY BALLOT RECEIVED AFTER THAT TIME MAY NOT BE
COUNTED. ANY BALLOT WHICH IS EXECUTED BY THE HOLDER OF AN ALLOWED CLAIM OR EQUITY INTEREST BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN SHALL BE DEEMED AN ACCEPTANCE OF THE PLAN.

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B. Voting Tabulation

In tabulating votes, the following hierarchy shall be used to determine the Claim amount associated with a creditors vote: (1) the Claim amount established
by Court order; (2) the Claim amount contained on an unobjected to proof of Claim, (3) the Claim amount contained on an unobjected to Ballot; (4) the Claim amount listed in the
Debtors' schedules; and (5) in the absence of any of the foregoing, zero. The Claim amount established through this process controls for voting purposes only and does not constitute the Allowed
amount of any Claim. Further, the designation of a Claim as disputed, contingent or unliquidated on the Debtors' schedules will not be used to disqualify any vote.

To
ensure that a vote is counted, a Claim Holder must (i) complete a Ballot, (ii) indicate the Holder's decision either to accept or reject the Plan in the boxes provided
in Item No. 3 of the Ballot, and (iii) sign and return the Ballot to the address set forth on the enclosed prepaid envelope.

The
Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan and to determine the alleged amount of a beneficial Holder's
Claim. Accordingly, at the time the Ballot is transmitted, creditors should not surrender certificates, instruments, or other documents representing or evidencing their Claims, and neither the Debtors
nor the Solicitation Agent will accept delivery of such certificates or instruments surrendered together with a Ballot. The remittance of notes or other evidence of Claims for exchange pursuant to the
Plan may only be made by a Holder and will not be accepted if certificates or instruments representing Claims (in proper form for transfer) are delivered together with a letter of transmittal thai
will be furnished to as provided under the Plan or as notified following Confirmation of the Plan by the Bankruptcy Court.

The
Ballot does not constitute, and shall not be deemed to be, a Proof of Claim or Equity Interest or an assertion or admission of a Claim or Equity Interest. If a creditor casts a
Ballot and (a) the creditor has not timely filed a proof of Claim (or has otherwise had such a proof of Claim deemed timely filed by the Court under applicable law) and is listed on the
Debtors' schedules of liabilities as holding a Claim that is contingent, unliquidated or disputed or (b) the creditor has filed a proof of Claim and the entirety of the creditor's Claim is the
subject of an objection to said Claim filed before the commencement of the Confirmation hearing, said creditor's Ballot shall not be counted in accordance with Bankruptcy Rule 3018, unless
temporarily allowed by the Court for voting purposes, pursuant to Bankruptcy Rule 3018(a), after notice and a hearing prior to the Voting Deadline. Ballots cast by creditors whose Claims are
not listed on the Debtors' schedules of liabilities, but who timely file proofs of Claim in unliquidated or unknown amounts that are not the subject of an objection filed before the commencement of
the Confirmation hearing, will count for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code, but will not count toward satisfying the aggregate dollar amount
provisions of that section. If the Debtors file an objection to a proof of Claim after the Voting Deadline, such Claim shall not count for voting purposes, unless temporarily allowed by the Court for
voting purposes pursuant to Bankruptcy Rule 3018(a) after notice and a hearing.

If
a Holder holds Claims in more than one Class under the Plan, the Holder may receive more than one Ballot coded for each Ballot received.

Except
to the extent the Debtors so determine or as permitted by the Bankruptcy Court, Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in
connection with the Debtors' request for Confirmation of the Plan. The method of delivery of Ballots to be sent to the Solicitation Agent is at the election and risk of each Holder of a Claim. Except
as otherwise provided herein, such delivery will be deemed made only when the original executed Ballot is actually received by the Solicitation Agent. Instead of effecting delivery by mail, it is
recommended, though not required, that such Holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. Delivery of a Ballot by
facsimile, e-mail or any other electronic means will not be accepted. No Ballot should be sent to any of the Debtors, any indenture trustee, or

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the Debtors' financial or legal advisors. The Debtors expressly reserve the right to amend, at any time and from time to time, the terms of the Plan (subject to compliance with the requirements of
Section 1127 of the Bankruptcy Code). If the Debtors make a material change in the terms of the Plan or if the Debtors waive a material condition, the Debtors will disseminate additional
solicitation materials and will extend the solicitation, in each case to the extent required by law.

If
multiple Ballots are received from an individual Holder of Claims with respect to the same Claims prior to the Expiration Date, the last Ballot timely received will supersede and
revoke any earlier received Ballot. Creditors must vote all of their Claims or equity interests within a particular Plan class either to accept or reject the Plan and may not split their vote.
Accordingly, a ballot that partially rejects and partially accepts the Plan will not be counted.

If
a Ballot is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should indicate such capacity when signing and, unless otherwise determined by the Debtors, must submit proper evidence satisfactory to the Debtors to so act on
behalf of a beneficial interest Holder.

In
the event a designation is requested under Section 1126(e)of the Bankruptcy Code, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for
purposes of determining whether the Plan has been accepted or rejected, unless the Bankruptcy Court orders otherwise.

Any
Holder of an Impaired Claim who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Rule 3018(a) of the Federal Rules of
Bankruptcy Procedure.

Subject
to any contrary order of the Bankruptcy Court, the Debtors reserve the absolute right to reject any and all Ballots not proper in form the acceptance of which would, in the
opinion of the Debtors or their counsel, not be in accordance with the provisions of the Bankruptcy Code. Subject to contrary order of the Bankruptcy Court, the Debtors further reserve the right to
waive any defects or irregularities or conditions of delivery as to any particular Ballot unless otherwise directed by the Bankruptcy Court. The Debtors' interpretation of the terms and conditions of
the Plan (including the Ballot and the Voting Instructions), unless otherwise directed by the Bankruptcy Court, shall be final and binding on all parties. Unless waived or as ordered by the Bankruptcy
Court, any defects or irregularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determine. Neither the Debtors nor any other
person or entity will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots nor will any of them incur any liabilities for failure to provide
such notification. Unless otherwise directed by the Bankruptcy Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots
previously furnished (and as to which any irregularities have not theretofore been cured or waived) will not be counted.

C. Confirmation Hearing

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on Confirmation of the Plan (the "Confirmation
Hearing"). Section 1128(b) of the Bankruptcy Code provides that any party-in-interest may object to Confirmation of the Plan.The Bankruptcy
Court has scheduled the Confirmation Hearing for January 22, 2001, before the Honorable Sue L. Robinson, United States Bankruptcy Judge, in the room normally occupied by the Bankruptcy Judge in
the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, Wilmington, Delaware 19801.The Confirmation Hearing may be adjourned
from time to time by the Bankruptcy Court without further notice except for an announcement of the adjourned date made at the Confirmation Hearing or any adjournment thereof.

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Objections
to Confirmation of the Plan must be Filed and served on(i) the Debtors (c/o James H.M. Sprayregen and James W. Kapp III at Kirkhand &Ellis, 200 East Randolph,
Chicago, Illinois 60601), (ii) Bank of America (c/o Robert Morrison at Pillsbury Madison & Sutro LLP, 725 S. Figueroa Street, Suite 1200, Los Angeles, California 90017 and Scott D.
Cousins at Greenberg Traurig, LLP, One Commerce Center, 1201 North Orange Street, Wilmington, Delaware 1980 l), (iii) Van Kampen (c/o Richard Smolev at Hopkins & Sutter, Three First
National Plaza, Chicago, Illinois 60602, (iv) Morgens, Waterfall (c/o Brian Trust at Duval & Stachenfeld LLP, 300 East 42nd Street, New York, New York 10017), and(v) the United
States Securities and Exchange Commission (c/o Jolene M. Wise, Esq., Midwest Regional Office, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661), or before January 12,2001, in
accordance with the Notice accompanying this Disclosure Statement.Unless objections to Confirmation are timely served and filed in compliance with the Bankruptcy Court's order
approving the Disclosure Statement, they will not be considered by the Bankruptcy Court.

D. Statutory Requirements for Confirmation of the Plan



At the Confirmation Hearing, the Bankruptcy Court shall determine whether the requirements of Section 1129 of the Bankruptcy Court have been satisfied. If
so, the Bankruptcy Court shall enter the
Confirmation Order. The Debtors believe that the Plan satisfies or will satisfy the applicable requirements, as follows:



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The
Debtors believe that (a) the Plan satisfies or will satisfy all of the statutory requirements of Chapter 11 of the Bankruptcy Code; (b) it has complied or will have
complied with all of the requirements of Chapter 11; and (c) the Plan has been proposed in good faith



Before the Plan may be confirmed, the Bankruptcy Court must find (with certain exceptions) that the Plan provides, with respect to each Class, that each Holder of
a Claim or Equity Interest in such Class either (a) has accepted the Plan or(b) will receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the
amount that such person would receive or retain if the Debtors liquidated under Chapter 7 of the Bankruptcy Code.

In
Chapter 7 cases, unsecured creditors and interest holders of a debtor are paid from available assets generally in the following order, with no lower class receiving any payments until
all amounts due to senior classes have been paid fully or payment provided for: (a) secured creditors (to the extent of the value of their collateral); (b) priority creditors;
(c) unsecured creditors; (d) debt expressly subordinated by its terms or by order of the bankruptcy court; and (e) equity interest holders.

As
described in more detail in the Liquidation Analysis in Article 1II.A of the Disclosure Statement, the Debtors believe that the value of any distributions in a Chapter 7 case
would be equal or less than the going-concern value of distributions under the Plan. In addition, such distributions in a Chapter 7 case may not occur for a longer period of time thereby reducing the
present value of such distributions. In this regard, it is possible that distribution of the proceeds of a liquidation could be delayed for a period in order for a Chapter 7 trustee and its
professionals to become knowledgeable about the Bankruptcy Case and the Claims against the Debtors, In addition, the fees and expenses of a Chapter 7 trustee would likely exceed those of the Debtors
in Possession, thereby further reducing cash available for distribution.



The Bankruptcy Code requires the Bankruptcy Court to find, as a condition to Confirmation, that Confirmation is not likely to be followed by the liquidation of
the Debtors or the need for further financial reorganization, unless such liquidation is contemplated by the Plan. Pursuant to the terms of the Plan, the Debtors will possess sufficient Cash to
satisfy postpetition obligations under the Plan.



The Bankruptcy Code requires, as a condition to Confirmation, that each class of claims or equity interests that is impaired under a plan accept the plan, with
the exception described in the following Section, A class that is not "impaired" under a plan of reorganization is deemed to have accepted the plan and, therefore, solicitation of acceptances with
respect to such class is not required. A class is "impaired" unless the plan (a) leaves unaltered the legal, equitable and contractual rights to which the claim or equity interest entitles the
holder of such claim or equity interest; (b) cures any default and reinstates the original terms of the obligation; or (c) provides that on the consummation date, the holder of the claim
or interest receives cash equal to the allowed amount of such claim or, with respect to any interest, any fixed liquidation preference to which the interest holder is entitled or any fixed price at
which the debtor may redeem the security.

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Section 1129(b) of the Bankruptcy Code allows a Bankruptcy Court to confirm a plan, even if the plan has not been accepted by all impaired classes entitled
to vote on the plan, provided that the plan has been accepted by at least one impaired class. Holders of Claims and Equity Interests in Classes 1F and 2G are impaired and will receive no distribution
from the Debtors under the Plan and therefore are deemed to have rejected the Plan. Thus, the Debtors will seek the application of the statutory requirements set forth in Section 1129(b) of the
Bankruptcy Code for Confirmation of the Plan despite lack of acceptance by all Impaired Classes.

Section 1129(b)
of the Bankruptcy Code states that notwithstanding the failure of an impaired class to accept a plan of reorganization, the plan shall be confirmed, on request of
the proponent of the plan, in a procedure commonly known as "cram-down," so long as the plan does not "discriminate unfairly" and is "fair and equitable" with respect to each class of
claims or equity interests that is impaired under, and has not accepted, the plan.

The
condition that a plan be "fair and equitable" with respect to a non-accepting class of secured claims includes the requirements that: (a) the holders of such
secured claims retain the liens securing such claims to the extent of the allowed amount of the claims, whether the property subject to the liens is retained by the debtor or transferred to another
entity under the plan and (b) each holder of a secured claim in the class receives deferred cash payments totaling at least the allowed amount of such claim with a present value, as of the
effective date of the plan, at least equivalent to the value of the secured claimant's interest in the debtor's property subject "to the liens.

The
condition that a plan be "fair and equitable" with respect to a non-accepting class of unsecured claims includes the following requirement that either: (i) the
plan provides that each holder of a claim of such class receive or retain on account of such claim property of a value, as of the effective date of the plan, equal to the allowed amount of such claim;
or (ii) the holder of any claim or interest that is junior to the claims of such class will not receive or retain under the plan on account of such junior claim or interest any property.

The
condition that a plan be "fair and equitable" with respect to a non-accepting class of equity interests includes the requirements that either: (a) the plan provide
that each holder of an equity interest in such class receive or retain under the plan, on account of such equity interest, property of a value, as of the effective date of the plan, equal to the
greater of(i) the allowed amount of any fixed liquidation preference to which such holder is entitled, (ii) any fixed redemption price to which such holder is entitled, or
(iii) the value of such interest; or (b) if the class does not receive such an amount as required under (a), no class of equity interests junior to the non-accepting class
may receive a distribution under the plan.

ARTICLE XII
RISK FACTORS

All Holders of Impaired Claims should read and carefully consider the factors set forth below, as well as the other information set forth
or otherwise referenced in this Disclosure Statement, prior to voting to accept or reject the Plan.

A. Financial Information; Disclaimer

Although the Debtors have used their best efforts to ensure the accuracy of the financial information provided in this Disclosure Statement, the financial
information contained in this Disclosure Statement has not been audited and is based upon an analysis of data available at the time of the preparation of the Plan and Disclosure Statement. While the
Debtors believe that such financial

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information fairly reflects the financial condition of the Debtors, the Debtors are unable to warrant or represent that the information contained herein and attached hereto is without inaccuracies.

B. Certain Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of the Plan to the Debtors, Holders of Claims and Equity Interests, and Holders of
subordinated Notes. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations thereunder, and administrative and judicial interpretations and practice,
all as in effect on the date hereof and all of which are subject to change, with possible retroactive effect. Due to the lack of definitive judicial and administrative authority in a number of areas,
substantial uncertainty may exist with respect to some of the tax consequences described below. No opinion of counsel has been obtained, and the Debtors do not intend to seek a ruling from the
Internal Revenue Service (the "IRS') as to any of such tax consequences, and there can be no assurance that the IRS will not challenge one or more of the tax consequences of the Plan described below.

This
summary does not apply to Holders of Claims and Equity Interests that are not United States persons (as defined in the Code) or that are otherwise subject to special treatment under
U.S. federal income tax law (including, for example, banks, governmental authorities or agencies, financial institutions, insurance companies, pass-through entities, tax-exempt
organizations, brokers and dealers in securities, mutual funds, small business investment companies, and regulated investment companies). Moreover, this summary does not purport to cover all aspects
of U.S. federal income taxation that may apply to the Debtors, Holders of Claims and Equity Interests, and Holders of Subordinated Notes based upon their particular circumstances. Additionally, this
summary does not discuss any tax consequences that may arise under state, local, or foreign tax law.

The following summary is not a substitute for careful tax planning and advice based on the particular circumstances of each Holder of Claims and Equity Interests
and Subordinated Notes. Each such Holder is urged to consult his, her, or its own tax advisor as to the federal income tax consequences, as well as any applicable state, local, and foreign
consequences of the Plan.



Whether the Holders of Subordinated Notes will recognize gain or loss upon the receipt of such Notes in exchange for, among other things, the discharge of their
Claims, depends on (a) whether the exchange qualifies as a tax-free reorganization and (b) whether the Subordinated Notes are treated as "securities" for purposes of the
reorganization provisions of the Code. Whether an instrument constitutes a "security" is determined based on all the facts and circumstances, but most authorities have held that the length of the term
of a debt instrument is an important factor in determining whether such instrument is a security for federal income tax purposes. These authorities have indicated that a term of less than five years
is evidence that the instrument is not a security, whereas a term of ten years of more is evidence that it is a security. There are numerous other factors that could be taken into account in
determining whether a debt instrument is a security, including among others, the security for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the
right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable or
contingent, and whether such payments are made on a current basis or accrued.

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The
Fixed Rate Notes (issued April 28,199s and maturing in April 15,2008) have a term of approximately ten years and thus should be treated as securities for federal income
tax purposes. The Floating Rate Notes (issued in April 21, 1998 and maturing in October 15,2007) have a term of approximately nine and a half years and thus should also be treated as
securities for federal income tax purposes. The term of a debt instrument is not necessarily determinative, however, and there can be no assurance that the IRS or the court will agree that the
Subordinated Notes constitute securities for federal income tax purposes.

Assuming
that the Subordinated Notes are treated as securities, the receipt of Subordinated Notes should be treated as a recapitalization (and therefore, a tax-free
reorganization), and Holders of Subordinated Notes should not recognize any gain or loss, except that a Holder will recognize gain, but not loss, to the extent that the New UA Warrants are treated as
received in satisfaction of accrued interest on the Subordinated Notes. Such Holder should obtain a tax basis in the New UA Warrants equal to the tax basis of the Subordinated Notes surrendered
thereof and should have a holding period for the New UA Warrants that includes the holding period for the Subordinated Notes; provided. however, that the tax basis of any New UA Warrant treated as
received in satisfaction of accrued
interest should equal the amount of such accrued interest, and the holding period for such New UA Warrant should not include the holding period of the Subordinated Notes.



To the extent that any amount received by a Holder of a Subordinated Note under the Plan is attributable to accrued but unpaid interest, such amount may be
taxable to the Holder as interest income, if such accrued interest has not been previously included in the Holder's gross income for U.S. federal income tax purposes. Conversely, a Holder of a
Subordinated Note may be able to recognize a deductible loss (or, possibly a write-off against a reserve for bad debts) for such purposes to the extent that any accrued interest was
previously included in the Holder's gross income but was not paid in full by the Debtors.



Pursuant to the Plan, the Restructured Bank Credit Facility will in essence replace the Prepetition Bank Credit Facility. In general, the entire amount of gain or
loss is recognized for federal income tax purposes on a sale, exchange, or other disposition of property, unless specific provisions of the Code provide for nonrecognition treatment. Under Treasury
regulations, a significant modification of a debt instrument, including a modification evidenced by an amendment of the instrument, is deemed to result in an exchange of the original instrument for a
modified instrument. Under such Treasury regulations, a significant modification of a debt instrument includes, among other things, a change in the annual yield of the instrument (including a change
resulting from a reduction of the principal of a debt instrument) by more than the greater of (a) 25 basis points or (b) five percent of the annual yield of the unmodified instrument.
Because the principal amount of the Restructured Bank Credit Facility is 72.5% of the Prepetition Bank Credit Facility, the "replacement" of the Prepetition Bank Credit Facility should be treated as
substantial modification. As a result, the Debt Electors should recognize gain or loss on the deemed exchange of the Bank Claims with the Restructured Bank Credit Note Interests to the extent of the
difference between (a) the "amount realized" with respect to such exchange and (b) the Debt Electors' tax basis in the Restructured Bank Credit Facility (other than accrued interest). To
the extent that any amount received by the Debt Electors under the Plan is attributable to accrued but unpaid interest, such amount may be taxable to the Debt Electors as interest income (as described
in "Accrued Interest" Article XI1.B. 1.a.(ii)).

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In general, Holders of Allowed Claims (other than Holders of Subordinated Notes) should recognize taxable gain or loss for U.S. federal income tax purposes to the
extent that their Allowed Claims are surrendered in exchange for Cash, a promissory note, or any other distribution. The amount of taxable gain or loss would be based upon the difference between the
tax basis of such Allowed Claims and the fair market value of such distributions received by such Holder. The tax basis of such Holder's Allowed Claim would equal the fair market value of such Claim
at the time of the distribution, and the holding period for such new distributions, if any, would begin on the day following the exchange.

The
U.S. federal income tax treatment of any taxable gain or loss recognized by a Holder regarding any Allowed Claims (as long-term or short-term capital gain or
loss or as ordinary income or loss) will be determined by a number of factors, including (a) the U.S. tax status of the Holder, (b) whether the obligation from which the Allowed Claim
arose constitutes a capital asset of the Holder, (c) whether the obligation from which the Allowed Claim arose has been held for more than one year or was purchased at a discount, and
(d) whether and to what extent the Holder has previously claimed a bad debt deduction in respect of the obligation from which the Allowed Claim arose.



A Holder of any Equity Interest that is cancelled under the Plan will be allowed a "worthless stock deduction" in an amount equal to the Holder's adjusted basis
in such Equity Interest. A "worthless stock deduction" is a deduction allowed to a holder of a corporation's stock for the taxableyearin which such
stock becomes worthless. If the Holder held the Equity Interest as a capital asset, the loss will be treated as a loss from the sale or exchange of such capital asset.



The aggregate outstanding indebtedness of each of the Debtors will be substantially reduced pursuant to the Plan. In general, for U.S. federal income tax
purposes, a debtor recognizes cancellation of indebtedness ("COD") income upon satisfaction of its outstanding indebtedness for less than its adjusted issue price. The amount of COD income is, in
general, the excess of(i) the adjusted issue price of the indebtedness satisfied, over (ii) the sum of the issue price of any new indebtedness of the taxpayer issued, the amount of cash
paid and the fair market value of any other consideration (including the stock of the taxpayer) given in satisfaction of indebtedness.

A
debtor is not required to include COD income in gross income if the debt discharge occurs in case under the Bankruptcy Code. However, the debtor must, as of the first day of the next
taxable year, reduce its tax attributes (in general, first its net operating loss ("NOL") carryover and then tax credits and capital loss carryovers, and the tax basis of its assets) by
the amount of COD income excluded from gross income by this exception. Under the Plan, the Debtors may realize COD income attributable to the cancellation of the Subordinated Notes. Because COD income
will be realized in a case filed under the Bankruptcy Code, the Debtors will not be required to recognize the COD income in taxable income, but will be required to reduce their NOL carryover and
certain other tax attributes by the amount of COD income.

The
IRS has ruled informally that the attribute reduction rules apply on a separate company basis to corporations that are members of a consolidated group of corporations. As previously
stated, the Debtors anticipate that they will reduce the amount of their NOL carryforward (and then, although highly unlikely, reduce their other tax attributes and the tax basis of their assets), and
this will be done on a separate company basis so that each entity that is a member of the consolidated group will reduce

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its share of NOL carryforward (and then its other tax attributes and then the tax basis of its assets) by the amount of COD income attributable to such member.



Code Section 382 generally limits a corporation's use of its net operating losses (and may limit a corporation's use of certain built-in
losses, recognized within a five-year period) if a corporation undergoes an "ownership change" (hereinafter the limitation under Code Section 382 is referred to as the
"Section 382 Limitation"). Section 382 Limitation on the use of pre-change losses in any post-change year is equal to the product of the fair market value of the
corporation's outstanding stock immediately before the ownership change and the long-term tax-exempt rate (which is published monthly by the Treasury Department and is intended
to represent current interest rates on long-term tax-exempt debt obligations) in effect for the month in which the ownership change occurs. Code Section 383 applies
similar limitations to capital loss carryovers and tax credits. In general, an ownership change occurs when the percentage of the corporation's stock owned by certain "5 percent shareholders"
increases by more than 50 percentage points over the lowest percentage owned at any time during the applicable "testing period" (generally, the shorter of(i) the three-year
period preceding the testing date or (ii) the period of time since the most recent ownership change of the corporation). A "5 percent shareholder" for these purposes includes, generally,
an individual or entity that directly or indirectly owns 5 percent or more of the corporation's stock during the relevant period, and may include one or more groups of shareholders that in the
aggregate own less than 5 percent of the value of the corporation's stock. Under applicable Treasury regulations, an ownership change with respect to an affiliated group of corporations filing
a consolidated return that have consolidated NOL's is generally measured by changes in stock ownership of the parent corporation of the group (e.g., UA). The Debtors expect that the
exchanges anticipated to occur pursuant to the Plan should cause an ownership change with respect to UA.

When
an "ownership change" occurs pursuant to the implementation of a plan of reorganization under the Bankruptcy Code, the general Section 382 Limitation may not apply if certain
requirements are satisfied. Under Section 382(l)(5) of the Code, the Section 382 Limitation does not apply to an ownership change of a loss corporation if the corporation was under the
jurisdiction of a bankruptcy court immediately before the change and those persons who were shareholders and creditors of the loss corporation immediately before the ownership change own at least
50 percent of the loss corporation's stock by value and voting power after the ownership change (the "Bankruptcy Exception"). Stock held by a creditor that was converted from indebtedness is
considered in determining whether the 50 percent requirement is satisfied only if (a) the creditor held (or is treated as holding) the debt at least 18 months before the case was
tiled or (b) the debt arose in the ordinary course of the loss corporation's trade or business and has been held by the person who has at all times held the beneficial interest in the claim. If
an exchange of debt for stock in a bankruptcy case does not qualify for the Bankruptcy Exception, the value of the loss corporation for purposes of calculating its Section 382 Limitation shall
reflect the increase, if any, in value of the loss corporation resulting form any surrender or cancellation of creditor's claims in the transaction.

Thus,
under Code Section 382(l)(5), Debtors would avoid entirely the application of Section 382 Limitation to the NOLs and recognized built-in losses, if any,
but would be required to reduce their NOLs and possibly other tax attributes by any deduction for interest claimed by the Reorganized Debtors with respect to any indebtedness converted into stock for
(a) the three-year period preceding the taxable year of the "ownership change" and (b) the portion of the year of the "ownership change" prior to the consummation of the
Plan. In addition, under Section 382(1)(5)(D) of the Code, if a second "ownership change" with respect to the Reorganized Debtors occurs within the two-year period following the
consummation of the Plan, the Section 382(l)(5) exception will not apply and any NOLs and other pre-change losses remaining after the second "ownership change" will be eliminated.
If the

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Debtors were to determine that either(i) the risk of the occurrence of a second "ownership change," or (ii) the NOL reduction under Section 382(l)(5) of the Code is too
substantial, the Debtors could elect out of the application of Code Section 382(l)(5).

If
the Debtors elect not to utilize Section 382(l)(5) or if the exchanges do not qualify for the tax treatment under Section 382(l)(5), the Debtors' use of their NOL
carryover to offset taxable income earned after the ownership change will be subject to the Section 382 Limitation. Since the Debtors are in bankruptcy, however, Code section 382(l)(6) will
apply. Under Code Section 382(l)(6), the Section 382 Limitation will be calculated by reference to the net equity value of the Debtors' stock immediately after the ownership change
(rather than immediately before the ownership change, as is the case for non-bankruptcy ownership changes). In such case, because it is difficult to predict the Debtors' net equity value
immediately after the "exchanges" contemplated by the Plan, the Debtors use of their NOL carryover may be substantially limited after the ownership change.



The Debtors will withhold all amount required by law to be withheld from payments of interest and dividends. The Debtors will comply with ail applicable reporting
requirements of the Code.

C. Certain Bankruptcy Considerations



Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting creditor of
the Debtors might challenge the solicitation procedures and results or the terms of the Plan as not being in compliance with the Bankruptcy Code. Even if the Bankruptcy Court were to determine that
the balloting procedures and results were appropriate, the Bankruptcy Court could still decline to confirm the Plan if found that any statutory conditions to Confirmation had not been met, including
that the terms of the Plan are fair and equitable to non-accepting Classes. Section 1129 of the Bankruptcy Code sets forth the requirements for Confirmation and requires, among
other things, a finding by the Bankruptcy Court that the Plan "does not unfairly discriminate" and is "fair and equitable" with respect to any non-accepting Classes and that the
Confirmation of the Plan is not likely to be followed by a liquidation or a need for further financial reorganization and that the value of distributions to non-accepting Classes of
Impaired Claims and Equity Interests will not be less than the value of distributions such Classes of Impaired Claims and Equity Interests would receive if the Debtors were liquidated under Chapter 7
of the Bankruptcy Code. While there can be no assurance that the Bankruptcy Court will conclude that these requirements have been met, the Debtors believe that the Plan will not be followed by a
liquidation or the need for further financial reorganization and that non-accepting Holders of Impaired Claims and Equity Interests will receive distributions at least as great as would be
received following a liquidation pursuant to Chapter 7 of the Bankruptcy Code. The Debtors believe that Holders of Unsecured Claims against UA and UATC, the Subordinated Note Holders, and Holders of
Equity Interests in UA and UATC would not receive any distribution under a liquidation pursuant to Chapter 7 or Chapter 11.

Article III.C.6
of the Plan provides that if Class 2F does not vote to accept the Plan, then on the Effective Date:, each Holder of a Class 2F Claim shall neither
receive any distribution nor retain any property under the Plan. While the Debtor believes that this provision is permissible under the Bankruptcy Code, arguments exist that certain case law would
permit a contrary conclusion which, if accepted by the Bankruptcy Court, may result in the Plan not being confirmed.

Article X.C.
of the Plan provides that each Holder of a Claim who has accepted the Plan in exchange for, among other things, a distribution under the Plan, shall be deemed to have
released unconditionally each of the Debtors, the Reorganized Debtors, their subsidiaries, their affiliates, and

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the Releases, and the agents, officers, directors, partners, members, professionals, and agents of the foregoing (and the officers, directors, partners, members, professionals, and agents of each
thereof), from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or
unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Person or Entity would have been legally entitled to assert (whether
individually or collectively), based in whole or in part upon any act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date in any way relating or
pertaining to the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, or any related agreements, instruments or other documents, except: (i) for Claims
arising under the Plan; and (ii) for Claims arising after the Petition Date in the ordinary course of business. In furtherance of the foregoing, the Confirmation Order will constitute an
injunction permanently enjoining the commencement or prosecution by any entity, whether directly, derivatively, or otherwise, of any Claim, demand, liability, obligation, debt, right, Cause of Action,
interest, remedy released or to be released pursuant to the Plan against the foregoing Persons and Entities. Although the Debtors believe that this provision is permissible under the Bankruptcy Code,
the staff of the Securities and Exchange Commission ("SEC") disputes the enforceability of the release contained in Article X.C. of the Plan, on the ground that the release is unenforceable
under Section 524(e) of the Bankruptcy Code. The SEC has reserved its right to oppose confirmation of the Plan based on such objection.



Pursuant to the "cramdown" provisions of Section 1129(b) of the Bankruptcy Code, the Bankruptcy Count can confirm Plan at the Debtors' request if at least
or; other Impaired Class has accepted the Plan (with such acceptance being determined without including the acceptance of any "insider"in such Class) and, as to each Impaired Class which has not
accepted the Plan, the Bankruptcy Court determines that the Plan "does not discriminate unfairly" and is "fair and equitable" with respect to Impaired Classes. In accordance with
Section 1129(a)(8) of the Bankruptcy Code, the Debtors may be required to request Confirmation of the Plan without the acceptance of all Impaired Classes entitled to vote in accordance with
Section 1129(b) of the Bankruptcy Code.

The
Debtors, except as provided for in the Lock-Up Agreements, reserve the right to modify the terms of the Plan as necessary for the Confirmation of the Plan without the
acceptance of all Impaired Classes. Such modification could result in a less favorable treatment of any non-accepting Class or Classes, as well as of any Classes junior to such
non-accepting Classes, than the treatment currently provided in the Plan. Such less favorable treatment could include a distribution of property to the Class affected by the modification
of a lesser value than that currently provided in the Plan or no distribution of property whatsoever under the Plan.



Any delays of either Confirmation or effectiveness of the Plan could result in, among other things, increased Claims of Professionals. These or any other negative
effects of delays of either Confirmation or effectiveness of the Plan could endanger the ultimate approval of the Plan by the Bankruptcy Court.



Under Section 1123(a)(4) of the Bankruptcy Code, a plan of reorganization must provide the same treatment for each claim or interest of a particular class,
unless the holder of the particular claim or interest agrees to a less favorable treatment of such particular claim or interest. The Debtors can provide no assurance that the Bankruptcy Court will not
disapprove of the classifications of Claims and Equity Interests contained in the Plan.

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The Subordinated Note Indentures, pursuant to which the Subordinated Notes were issued, contain language seeking to subordinate certain Claims to other Claims.
The Debtors can provide no assurances, however, the Bankruptcy Court will interpret such language as mandating or not mandating subordination.



The Plan does not contemplate consolidating any of the Debtors into one entity. The Debtors can provide no assurance, however, that (i) the Bankruptcy
Court will not order one or more of the Debtors to be substantively consolidated; or (ii) that a party in interest will not move for such substantive consolidation to occur. Substantive
consolidation of one or more of the Debtors into one entity would affect the distribution of property currently provided in the Plan.



The distributions available to Holders under the Plan can be affected by a variety of contingencies, including, without limitation, whether or not the Debtors are
consolidated, and whether the Bankruptcy Court orders certain Claims or Equity Interests to be subordinated to other Claims or Equity Interests. The occurrence of any and all such contingencies which
could affect distributions available to Holders under the Plan, however, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of
re-vote by the Impaired Classes.



The Bank Lock-Up Agreements will terminate, among other things, one year after the date of their execution. Thereafter, the signatories thereto will
no longer be bound to support the Debtors' Plan.

D. Pending Litigation

The
Debtors are involved from time to time in routine litigation that is incidental to their businesses. Typically, these matters consist of theatre construction or lease disputes,
intellectual property, advertising and/or licensing disputes, insurance matters, real estate and use tax disputes, and employment litigation. The Debtors do not believe that the outcome of any such
litigation will have a material adverse effect upon the Debtors. However, prior to the Petition Date, one or more of the Debtors were a party to, or were affected by, certain litigation that could
result in decisions materially adverse to the Debtors and their estates. This litigation includes those legal proceedings in which Claims are asserted against, or may affect, one or more of the
Debtors in amount that may exceed $200,000 (the "Legal Proceedings").



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ARTICLE XIII
POST-FILING DEVELOPMENTS

A. First Day Motions

On the Petition Date, the Debtors sought and obtained approval from the Bankruptcy Court of certain motions and applications (the "First Day Motions") which the
Debtors filed simultaneously with their
petitions for relief commencing the Chapter 11 Cases. Set forth below is a brief summary of certain of the First Day motions filed by the Debtors in the Chapter 11 Cases.



The Debtors obtained an order authorizing the Debtors to perform obligations and to pay certain Claims arising under their customer service programs. This relief
should enable the Debtors to maintain their important relationships with their customers.



The Debtors obtained an order authorizing the Debtors to pay and honor their prepetition obligations to employees in the ordinary course of business. Consistent
with this order, the Debtors are continuing to honor their obligations to employees (including, but not limited to, vacation pay and other benefits) in accordance with applicable law and internal
United Artists policies and such policies shall be unaffected by the Plan. This relief should enable the Debtors to maintain their excellent relationships with their employees.

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The Debtors obtained an order authorizing them to assume executory film licensing and cooperative and other advertising contracts with their film studios and
distributors, or, alternatively to pay the prepetition Claims of film studios and distributors. Consistent with this Order, the Debtors have continued to pay film license fees and cooperative and
other advertising fees in the ordinary course of business. This relief should enable the Debtors to maintain their long-standing and excellent relationships with their film suppliers.



Pursuant to this Motion, the Debtors obtained authorization to use their current cash management system and bank accounts.



Pursuant to this motion, the Debtors obtained an order establishing November 15, 2000 as the deadline for filing proofs of Claim and Equity Interests
against the Debtors' estates. As of December 4, 2000, total amounts of Claims filed were approximately as follows: $17,416,000 of priority Claims; $2,230,411,000 of Secured Claims; and
$849,846,000 of Unsecured Claims (the Debtors taking no position by this description as to the validity or invalidity of such Claims).



Pursuant to this motion, the Debtors obtained an order (1) authorizing them to reject certain unexpired leases of non-residential real property
and (2) establishing procedures for the rejection of additional unexpired leases of non-residential real property in the future. Subsequently, the Debtors filed additional motions
to reject certain additional unexpired leases of non-residential real property in the Chapter 11 Cases.



Pursuant to this motion, the Debtors obtained authorization, in their sole discretion and in the reasonable exercise of their business judgment, to pay the
prepetition mechanics' liens claims in the ordinary course of the businesses up to $1,000,000.



Pursuant to this motion, the Debtors obtained authorization to pay the prepetition Claims of their essential trade creditors. This relief has enabled the Debtors
to maintain their excellent relationships with their essential trade credit suppliers.



The Debtors obtained entry of both an interim order and a Final Order permitting borrowing under the DIP Facility and use of the cash collateral securing the
Prepetition Bank Credit Facility. Proceeds from the DIP Facility and use of cash collateral have enabled the Debtors to operate their businesses during the Chapter 11 Cases and pay prepetition
obligations (to the extent authorized by the Bankruptcy Court) and postpetition obligations.



As a result of this motion, the Bankruptcy Court: (1) scheduled hearings to approve the adequacy of the Disclosure Statement and to confirm the Plan;
(2) established deadlines to object to the Disclosure Statement and the Plan; (3) approved a form of notice; (4) approved the Debtors'

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solicitation materials; (5) approved the Debtors' procedures for solicitation; and (6) approved the Debtors' procedures for tabulation of ballots accepting or rejecting the Plan. The
order granting the scheduling motion provides, in part, for the following events to occur in these Chapter 11 Cases:



These motions sought approval of non-substantive procedures to be employed in the Bankruptcy Court governing the Chapter 11 Cases. The motions also
seek to employ bankruptcy counsel and advisors to the Debtors.

B. Transfer of Involuntary Bankruptcy Case

On or about September 6, 2000 the Debtors reached an agreement with Petitioning Creditors with respect to the Involuntary Case. The Debtors and the
Petitioning Creditors agreed, in pertinent part, to transfer the Involuntary Case to the United States District Court for the District of Delaware.

C. Committees

On September 25, 2000, an official committee of general unsecured creditors was appointed by the United States Trustee. The Creditor's Committee consists
of: Coca-Cola North America; Simon Property Group, L.P.; Putnam Investment Management; Inc., Ares Management, L.P.; Ares Management II, L.P.; Goldentree Asset Management, L.P.;
Heartland Capital Corp.; and Trendex Capital Management-Aspen Advisors. The Creditors' Committee retained Chanin as its financial advisor and Milbank and Morris Nichols Arsht & Tunnell as its
legal advisors. A Trade Subcommittee of the Committee was also formed in the Chapter 11 Cases. The Trade Subcommittee consists of Coca-Cola North America and Simon Property Group, L.P.

D. United Artists Theatre Company/Trade Subcommittee of the Official Committee of Unsecured Creditors.

After commencing the Chapter 11 Cases, the Debtors and the Trade Subcommittee of the Official Committee of Unsecured Creditors entered into good faith,
arms-length negotiations concerning the treatment of Holders of Allowed Unsecured Class 2F Claims under the Plan. The Debtors and the Trade Subcommittee have reached an agreement
regarding the Plan's treatment of such Holders of Allowed Class 2F Unsecured Claims and as a result executed the United Artists Theatre Company/Trade Subcommittee of the Official Committee of
Unsecured Creditors Proposed Restructuring Term Sheet (the "Trade Subcommittee Term Sheet," a copy of which is contained in the Plan Supplement). The Trade Subcommittee Term Sheet essentially sets
forth certain modifications to the terms of the Plan including: (1) the treatment of Unsecured Claims of UATC, including Unsecured Claims arising from UATC's rejection of certain unexpired
leases under Section 502(b)(6) of the Bankruptcy Code; (2) the method of the Debtors' determination of those unexpired leases and executory contracts which

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the intend to assume, assume and assign or reject pursuant to the Plan; and (3) certain agreements regarding certain avoidance actions to be brought by the Debtors. The Plan has been amended
to incorporate this agreement and the terms in the Term Sheet. The Trade Subcommittee Term Sheet also obligates the Trade Subcommittee to, among other things, (i) not consent to, provide any
support to, participate in the formulation of, or vote on any plan of reorganization, other than the Plan; and (ii) use its best efforts to cause the Committee and the Trade Subcommittee to
take all actions in their reasonable discretion to achieve confirmation and consummation of the Plan. The Plan has been amended to incorporate this agreement and the terms of the Term Sheet.

E. Exit Facility Motion

On or about November 10, 2000, the Debtors filed a motion for authority to enter into the Exit Facility with Bankers Trust Company and one or more of its
affiliates (collectively, "BTCo") on terms and conditions substantially in the form of the Term Sheet (the "Exit Facility Term Sheet") attached as Annex A to an Exit Facility commitment letter with
BTCo (the "Exit Facility Commitment Letter," a copy of which is contained in the Plan Supplement). The Exit Facility will essentially consist of a revolving credit facility of up to
$35 million, with a $10 million sub-limit for letters of credit. Deutsche Bank Securities, Inc., an affiliate of BTCo, may arrange for other banks, financial
institutions, and other "accredited investors" to provide a portion of the Exit Facility, and BTCo will act as a administrative agent for such lenders under the Exit Facility. A hearing on the
Debtors' motion is scheduled for December 8, 2000. If the motion is approved, the Debtors will have the authority to take certain actions, including, but not limited to (i) the execution
of the Exit Facility Commitment letter; and (ii) the making of any required payments and indemnifications necessary during the course of the Chapter 11 Cases, as set forth in the Exit Facility
Commitment Letter.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

Certain additional miscellaneous information reading the Plan is set forth below.

A. Dissolution of Committee(s)

On the Effective Date, the Committee shall dissolve and members thereof shall be released and discharged from all rights and duties arising from, or related to,
the Chapter 11 Cases; provided, however, that the Trade Subcommittee shall continue in existence for the limited purpose of consulting with the Reorganized Debtors concerning (1) the
initiation, prosecution and settlement of Preference Actions and (2) the allowance of or objection to proofs of Claim. The Trade Committee shall be dissolved and all of its members released and
discharged from all rights and duties arising from, and related to, the Chapter 11 Cases upon the conclusion of such activities of the Reorganized Debtors about which the Trade Committee will consult
with the Reorganized Debtors.

The
reasonable fees and expenses incurred after the Petition Date by the Prepetition Noteholders Committee's counsel and financial advisor (together with the reasonable fees and expenses
of local counsel) Milbank and Chanin, respectively, through the date of the appointment of the Creditors' Committee regarding the Chapter 11 Cases, will be paid (without application by or on behalf of
any such professionals to the Bankruptcy Court and without notice and a hearing) by the Reorganized Debtors as an Administrative Claim under the Plan. If the Reorganized Debtors and any such
professional retained by the Prepetition Noteholders Committee cannot agree on the amount of fees and expenses to be paid to such professional, the amount of any such fees and expenses shall be
determined by the Bankruptcy Court.

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B. Payment of Statutory Fees

All fees payable pursuant to 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the hearing pursuant to Section 1128 of the Bankruptcy
Code, shall be paid on or before the Effective Date.

C. Discharge of Debtors

Except as otherwise provided in the Plan and the Lock-Up Agreements, on the Effective Date: (1) the rights afforded in the Plan and the
treatment of all Claims and Equity Interests therein, shall be in exchange for and in complete satisfaction, discharge and release of Claims and Equity Interests of any nature whatsoever, including
any interest accrued on such Claims from and after the Petition Date, against the Debtors and the Debtors in Possession, or any of their assets, property, or Estates; (2) the Plan shall bind
all Holders of Claims and Equity Interests, and all Claims against, and Equity Interests in, the Debtors and Debtors in Possession shall be satisfied, discharged and released in full, and the Debtors'
liability with respect thereto shall be extinguished completely, including, without limitation, any liability of the kind specified under Section 502(g) of the Bankruptcy Code; and
(3) all Persons and Entities shall be precluded from asserting against the Debtors, the Debtors in Possession, the Estates, and the Reorganized Debtors, their successors and assigns, their
assets and properties, any other Claims or Equity Interests based upon any documents, instruments, or any act or omission, transaction or other activity of any kind or nature that occurred prior to
the Effective Date.

D. Modification of Plan

Subject to the limitations contained in the Plan, (1) the Debtors reserve the right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to
amend or modify the Plan prior to the entry of the Confirmation Order and (2) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as the case may be, may, upon
order of the Bankruptcy Court, amend or modify the Plan, in accordance with Section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan
in such manner as may be necessary to carry out the purpose and intent of the Plan.

E. Revocation of Plan

The Debtors reserve the right, at any time prior to the entry of the Confirmation Order, to revoke and withdraw the Plan.

F. Successors and Assigns

The rights, benefits and obligations of any Person or Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir,
executor, administrator, successor or assign of such Person or Entity.

G. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Orders. The filing of the
Plan, any statement or provision contained in the Plan, or the taking of any action by the Debtor or Debtors in Possession with respect to the Plan shall be or shall be deemed to be an admission or
waiver of any rights of the Debtors or Debtors in Possession with respect to the Holders of Claims or Equity Interests prior to the Effective Date.

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H. Section 1146 Exemption

Pursuant to Section 1146(c) of the Bankruptcy Code, under the Plan, (1) the issuance, distribution, transfer, or exchange of any debt, equity,
security or other interest in the Debtors or Reorganized Debtors; (2) the creation, modification, consolidation or recording of any mortgage, deed or trust, or other security interest, or the
securing of additional indebtedness by such or other means (whether (a) in connection with the issuance and distribution of any debt, equity, security, or other interest in the Debtors or
Reorganized Debtors or (b) otherwise in furtherance of, or in connection with, the Plan); (3) the making, assignment, or recording of any lease or sublease; or (4) the making,
delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments of other instrument of
transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, mortgage recording tax,
stamp tax, or similar tax or government assessment, and the appropriate state or local government official or agent is directed to forego the collection of any such tax or government assessment and to
accept for filing and recording any of the foregoing instruments or other documents without the payment of any such tax or government assessment.

I. Further Assurances

The Debtors, the Reorganized Debtors, all Holders of Claims receiving distributions under the Plan, and all other parties in interest shall, from time to time,
prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

J. Service of Documents

Any pleading, notice or other document required by the Plan to be served on or delivered to the Reorganized Debtors shall be sent by first class U.S. mail,
postage prepaid to:

United
Artists Theatre Circuit, Inc.
c/o the Reorganized Debtors
9110 E. Nichols Avenue, Suite 200
Englewood, Colorado 80112-3405
Attn:    Ralph E. Hardy, Esq.

With copies to:

|Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601                                        
|--------------------------------------------------------------------------------------------------------
|Attn:                                                                                                   
|Pachulski, Stang, Ziehl, Young & Jones, P.C.
919 N. Market Street, 16th Floor
Wilmington, Delaware 19801
|Attn:                                                                                                   

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K. Filing of Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the Plan.

L. Plan Supplement

The Plan Supplement, containing certain documents relating to the Plan and Disclosure Statement, shall be Filed with the Bankruptcy Court and will be available
from the Information Agent upon specific request in writing. The Plan Supplement contains the following documents:



Accompanying
this Disclosure Statement are copies of: (1) the Plan annexed to this Disclosure Statement as Exhibit A; (2) the Notice of Hearings to Confirm the Plan;
(3) Notice of Opportunity to Object; (4) Notice of Voting Deadline and Procedures for Vote Tabulation; and (5) Notice of Deadline to File Motions Pursuant to Fed. R. Bankr. P.
3018(a); and (6) a Ballot for Voting to Accept or Reject the Plan.

*
* * * *

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ARTICLE XV
RECOMMENDATION

In the opinion of the Debtors, the Plan is preferable to the alternatives described herein because it provides for a larger distribution to the Holders of Claims
and Interests then would otherwise result in a liquidation under Chapter 7 of the Bankruptcy Code: In addition, any alternative other than Confirmation of the Plan could result in extensive delays and
increased administrative expenses resulting in smaller distributions to the Holders of Claims and Equity Interests. Accordingly, the Debtors recommend that Holders of Claims and Equity Interests
entitled to vote on the Plan support Confirmation of the Plan and vote to accept the Plan.

Dated:
December            , 2000

| |  |        |  | Respectfully Submitted,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |        |  | UNITED ARTISTS THEATRE COMPANY; UNITED ARTISTS THEATRE CIRCUIT, INC.; UNITED ARTISTS REALTY COMPANY; UNITED ARTISTS PROPERTIES I CORP.; UNITED ARTISTS PROPERTIES II CORP.; UAB, INC.; UAB II, INC.; TALLTHE, INC.; UA THEATRE AMUSEMENTS, INC.; UA
INTERNATIONAL PROPERTY HOLDINGS, INC.; UA PROPERTY HOLDING II, INC.; UNITED ARTISTS INTERNATIONAL MANAGEMENT COMPANY; BETH PAGE THEATRE CO., INC; UNITED FILM DISTRIBUTION COMPANY OF SOUTH AMERICA; U.A.P.R., INC.; KING REAVIS AMUSEMENT COMPANY;
MAMARONECK PLAYHOUSE HOLDING CORPORATION; and R AND S THEATRES, INC.
| |  | By:    |  | /s/ RALPH E. HARDYRalph E. Hardy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | Title: |  | Executive Vice President, General Counsel, and Secretary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Prepared by:James H.M. Sprayregen
James W. Kapp III
David R. Seligman
Jonathan A. Carson
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
   
        and
   
Laura Davis Jones (Bar No. 2436)
PACKULSKI, STANG, ZIEHL,
YOUNG & JONES PC
919 North Market Street, 16th Floor
Wilmington, Delaware 19801
(302) 652-4100
  
CO-COUNSEL TO DEBTORS AND DEBTORS IN POSSESSION

165

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EXHIBIT A

[United
Artists Second Amended Joint Plan of Reorganization is filed as Exhibit 2.3 hereto and incorporated herein by reference.]

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