Peter I. Ostroff (SBN 045718)
Scott D. Marcus (SBN 184980)
SIDLEY & AUSTIN
555 West Fifth Street, Suite 4000
Los Angeles, California 90013-1010
Telephone: 213-896-6000
Facsimile: 213-896-6600

Attorneys for Defendant
United Artists Theatre Circuit, Inc.

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

CONNIE ARNOLD, et al. Plaintiffs, vs. UNITED ARTISTS THEATRE CIRCUIT, INC., et al. Defendants. ____________________________________________

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Case No. C 93 0079 TEH Assigned to: Hon. Thelton E. Henderson JOINT STIPULATION FOR AMENDMENT OF SETTLEMENT ORDER AND ORDER GRANTING INJUNCTIVE RELIEF DATED AUGUST 14, 1996; [PROPOSED] ORDER

Subject to the approval of the Court, this Joint Stipulation For Amendment of Settlement Order and Order Granting Injunctive Relief Dated August 14, 1996 ("Joint Stipulation") is entered into between Named Plaintiffs Connie Arnold, et al., on behalf of themselves and the plaintiff class ("Plaintiffs"), defendant United Artists Theatre Circuit, Inc. ("UATC") and party-intervenor United States Department of Justice ("DOJ"), by and through their undersigned counsel. The parties hereby stipulate to amend the Order Granting Injunctive Relief Dated August 14, 1996 ("Injunctive Order") to extend the deadline by which UATC must comply with the Injunctive Order from July 6, 2001 to July 6, 2006, and to make such other modifications to the Injunctive Order and related orders as set forth herein.

The parties jointly stipulate as follows:

WHEREAS, the parties enter this Joint Stipulation with reference to the following facts:

A. The above-captioned class action (the "Arnold Litigation") was originally commenced in 1991 against UATC for alleged violations of state accessibility laws at UATC's movie theatres in California. The Arnold Litigation was amended to include alleged violations of the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (the "ADA") at UATC's movie theatres in California and nationwide. The Arnold Litigation was subsequently removed to this Court and ultimately was settled by and between the plaintiffs, defendants, and the United States Department of Justice (the "DOJ") as a party-intervenor, on March 28, 1996 (the "Settlement Agreement").

B. On August 14, 1996, this Court granted an order of final approval to the Settlement Agreement (the "Settlement Order") and entered the Injunctive Order, which enforced the terms of the Settlement Agreement. The Settlement Order and Injunctive Order are attached as Exhibits A and B hereto.

C. The Settlement Order and Injunctive Order require UATC, inter alia, to modify certain of its theatres to provide greater access to persons with mobility disabilities by certain dates as specified in the Settlement Agreement and Injunctive Order ("Deadline"). The Settlement Agreement expressly states the parties' intention to "achieve reasonable, practicable improvements to access, without great difficulty or burden and expense, and consistent with the fundamental nature of UATC's business, for the benefit of both UATC and its patrons." See Settlement Agreement, Recital E (3) (Ex. 1 to the Settlement Order) (Ex. A).

D. On September 5, 2000, UATC and certain of its affiliates (collectively, the "Debtors") filed voluntary petitions for relief under Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court"), with all of such cases being jointly administered under In re United Artists Theatre Company et al., Case No. 00-00-03514 (SLR) (D. Del. Sept. 5, 2000).

E. Due to its financial crisis and the resulting bankruptcy case, inter alia, UATC is unable to complete the barrier removal modifications before the July 6, 2001 Deadline in the Injunctive Order "without great difficulty or burden and expense." UATC requires an extension of the Deadline so that it can emerge from bankruptcy, achieve financial stability, and then allocate its capital and other resources for the completion of barrier removal modifications required under the Injunctive Order.

F. The parties expressly anticipated and provided for the contingency that changing circumstances may leave UATC "unable to implement [certain terms of the Injunctive Order] within the time provided for," making a modification of those deadlines necessary and appropriate. See ¶ B.3.2.1 of the Injunctive Order (Ex. B).

G. After extensive negotiations, UATC, Plaintiffs and the DOJ have agreed that a Joint Stipulation to a five-year extension of the Injunctive Order Deadline to July 6, 2006 ("New Completion Date") on the conditions specified below is appropriate and reasonable.

H. If a dispute arises regarding the interpretation, implementation or performance of this Joint Stipulation, the parties will follow the dispute resolution procedure set forth in section 6 of the Settlement Agreement.

I. The parties believe the terms and conditions of this Joint Stipulation to be fair and reasonable, to be a reasonable modification of the Settlement and in the best interests for all parties, by increasing access for persons with disabilities to theatres while permitting UATC to recover from bankruptcy and remain a viable company.

THEREFORE, IT IS HEREBY STIPULATED AND AGREED, subject to the approval of the Court as provided herein, that the Settlement Order and Injunctive Order shall be amended on the terms set forth below, and effective as of the latter date of approval by this court and approval by the bankruptcy court:

1. Paragraph A.1 of the Injunctive Order shall be amended to read:

Modifications to Existing Theatres Outside of California: By July 6, 2006 (the "New Completion Date"), UATC shall accomplish the following at all of its non-California Theatre Locations, subject to the provisions of Paragraph A.7.1 below.

2. Add Paragraph A.7.6 to the Injunctive Order as follows:

Minimum Expenditure At Theatre Locations Not Otherwise Renovated. Until such time as barriers have been removed from all Theatre Locations pursuant to the Settlement Agreement, UATC shall expend at least $250,000 per year for each one year period of the extension beginning after July 6, 2001 to remove barriers at Theatre Locations that UATC does not intend to renovate before the New Completion Date. UATC will advise as to where and how such funds were spent in the reports submitted pursuant to section 9.1.1 of the Settlement Agreement made during the extension.

3. Paragraph A.2 of the Injunctive Order shall be amended to read:

Modifications to Existing, Non-Exhibit A Theatres in California: By July 6, 2002, UATC shall accomplish the same modifications listed above in Paragraph A.1 at "Del Oro Theatre, Grass Valley, California" (#31490) and "Cinemas 2, Grass Valley, California" (#31494), or sell, close or otherwise dispose of these theatres pursuant to the terms of the Settlement, subject to all exceptions and limitations stated therein, and subject to the provisions of Paragraph 7 below.

4. Paragraph A.4 shall be deleted to relieve UATC from any further obligation to spend at least $393,000.00 on path of travel improvements, provided that nothing herein relieves UATC of its obligations to remove barriers in the path of travel as set forth in 28 C.F.R. Section 36.403, or for those Theatre Locations in California, California Code of Regulations Title 24, when renovating a Theatre Location.

5. Add Paragraph B.1.6 to the Injunctive Order as follows:

Financial Condition. UATC will confer with Plaintiffs and the DOJ at least once every six (6) months to discuss UATC's current financial condition and its ability to make access improvements or to undertake other barrier removal. UATC shall also provide to the Plaintiffs and the DOJ quarterly financial reports in the form of SEC 10Q and 10K filings for as long as UATC is required to make such filings, and should UATC not be required to make such filings, then UATC will provide to the Plaintiffs and the DOJ reports containing similar information. During the term of this Injunction, at any time up to thirty (30) days prior to the New Completion Date, UATC may, upon a showing of good cause, request a stipulation for an additional reasonable extension, or seek an additional reasonable extension by order of the Court should such stipulation not be possible.

6. Add Paragraph A 8 to the Injunctive Order to read as follows:

Wheelchair Viewing Location Standards For Renovated Theatres. The DOJ has advised UATC and Plaintiffs that its interpretation of Section 4.33.3 of the Americans With Disabilities Act Standards for Accessible Design ("Standards") as applied to the placement of wheelchair viewing locations in UATC auditoriums with Stadium Seating (as defined below) at Theatre Locations (as defined in the Settlement Agreement) renovated prior to the New Completion Date is as set forth in this Section (the "Criteria"):

a. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Settlement Agreement.

b. "Stadium Seating" as used in this Joint Stipulation shall be defined as follows: seating that is placed on level tiers with each row/tier elevated above the row/tier immediately ahead, which is accessed by stepped, rather than sloped, aisles, excluding those auditoriums designed and constructed for the purpose of showing an OMNI or an IMAX-type film.

c. In auditoriums with both sloped-floor and Stadium Seating:

i. In auditoriums with seating capacities of 300 or less, all wheelchair seating locations shall be located no closer to the screen than the back of the cross-aisle. The floor elevation of wheelchair seating locations in the cross-aisle shall be higher than the floor elevation of the row of seats immediately in front of the cross-aisle; or the wheelchair seating locations in the cross-aisle shall otherwise be provided with an unobstructed view of the screen;

ii. In all other auditoriums, all wheelchair seating locations shall be located such that their vertical viewing angles (as measured to the top of the screen) are from the 40th percentile to the 100th percentile of vertical viewing angles for all seats as ranked from seats in the first row (1st percentile) to seats in the back row (100th percentile).