DEPARTMENT OF JUSTICE FOR IMMEDIATE RELEASE CR TUESDAY, APRIL 16, 1996 (202) 616-2765 TDD (202) 514-1888 UNITED ARTISTS TO MAKE THEATERS ACCESSIBLE TO MOVIEGOERS WITH DISABILITIES UNDER AGREEMENT WITH JUSTICE DEPARTMENT WASHINGTON, D.C. -- United Artists Theatre Circuit, Inc., one of the nation's largest theater chains, will make its theaters more accessible to moviegoers with disabilities under an agreement reached today with the Justice Department and a group of disability rights advocates. "Americans with disabilities will now be able to go to the movies with their families and friends," said Assistant Attorney General for Civil Rights Deval L. Patrick. "Thanks to United Artists, we can now tell moviegoers with disabilities, 'access is coming soon to a theater near you.'" The Justice Department began investigating United Artists in 1992, after receiving complaints that some of its theaters were not accessible. Last August, after learning about a private suit raising similar issues, the Justice Department entered settlement talks to resolve the matter and today it joined that lawsuit. The suit, filed by several California residents and the Disability Rights Education and Defense Fund ("DREDF") of (MORE) 01-05548 - 2 - Berkeley, claimed that the Colorado-based company violated the Americans with Disabilities Act (ADA), as well as California state law. It alleged that some of the California theaters had insufficient seating for moviegoers with mobility impairments or provided the seating in the back row where they could not sit with their families. Today's agreement between the parties resolves the suit. United Artists owns or operates more than 400 theaters nationwide, with more than 2,300 screens, that were built before January 26, 1993. Under today's agreement, United Artists will begin modifying theaters, where necessary, and will complete the work by 2001. It will: * provide a sufficient number of spaces in theaters for wheelchairs in such a way that moviegoers in wheelchairs will be able to sit with families and friends; * make sure that at least two spaces in theaters with more than 300 seats are somewhere other than in the back row so that they have more of a choice of seating locations; * ensure that one percent of all seats in existing theaters have folding or removable aisle-side armrests for semi- ambulatory persons or persons who wish to transfer from wheelchairs into a seat; * make parking areas accessible and provide accessible routes to an accessible entrance; * make existing restrooms accessible or construct accessible unisex restrooms and modify concession stands, telephones, and drinking fountains where necessary; * ensure that theaters constructed in the future will comply with the law's new construction standards. (MORE) 01-05549 - 3 - United Artists also will modify 22 newly-constructed theaters that opened after January 26, 1993 to bring them into full compliance with the ADA's new construction standards. The company will fix about half the newly-constructed theaters by September 30, 1996 and modify the other theaters by June 30, 1997. "With this agreement, United Artists has taken the lead in making access in the entertainment industry a priority," added Patrick. Under California law, United Artists will also pay monetary damages to the plaintiffs who filed the private suit and will set up a $429,000 fund for moviegoers with disabilities who can show they encountered physical barriers at California theaters built after July 1982. California law, unlike the ADA, required theaters in the state to become accessible more than 14 years ago and enables persons to seek compensatory damages on their own. Finally, United Artists will pay $1,000 to each of the four individuals who filed complaints with the Justice Department under the ADA. The ADA, passed in July 1990, prohibits discrimination against persons with disabilities. Title III of the Act requires public accommodations that were built prior to January 26, 1993, such as movie theaters, to remove any physical barriers to access when it is readily achievable to do so. Buildings constructed (MORE) 01-05550 - 4 - later must be built in compliance with certain guidelines known as the ADA's Standards for Accessible Design. United Artists has more than 400 theaters located in the following states: Arizona (8); Arkansas (6); California (76); Colorado (26); Connecticut (1); Florida (32); Georgia (19); Idaho (4); Indiana (2); Kansas (1); Louisiana (21); Maryland (5); Michigan (11); Minnesota (11); Mississippi (20); Missouri (1); Nevada (5); New Jersey (10); New Mexico (11); New York (44); North Carolina (12); Oklahoma (9); Pennsylvania (34); Puerto Rico (3); South Carolina (8); Texas (37); Virginia (8); Washington (1); West Virginia (2); Wisconsin (6). The agreement, filed today in U.S. District Court in San Francisco, must still be approved by Judge Thelton E. Henderson. In 1994, Attorney General Janet Reno launched a national campaign to educate Americans about their rights and obligations under the ADA. She is committed to reaching out to businesses to urge voluntary compliance with the law. The campaign, which includes television and radio public service announcements, advertises a toll-free ADA information line. The number is 800- 514-0301 or 800-514-0383 (TDD). # # # 99-167 01-05551 SETTLEMENT AGREEMENT TABLE OF CONTENTS Page RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 3 1. Definitions . . . . . . . . . . . . . . . . . . . .3 2. Conditions . . . . . . . . . . . . . . . . . . . . 8 SUBSTANTIVE PHYSICAL ACCESS PROVISIONS . . . . . . . . . . . 8 3. Modifications to Existing Theatres . . . . . . . . 8 3.1 Integrated Wheelchair Seating At The Rear Of All Auditoriums . . . . . . . . . . . . . . . 8 3.1.1 Number of Wheelchair Viewing Spaces Required at the Rear of Auditoriums . . . . . . . . . . . . . 8 3.1.2 Positioning of Wheelchair Viewing Spaces Next to Companion Seats . . . 8 3.1.3 Ratio of Fixed Companion Seats to Wheelchair Viewing Spaces . . . . . . 8 3.1.4 Location of Wheelchair Viewing Spaces At the Rear of Auditoriums . . 9 3.1.5 Special Requirements for Exhibit A Theatres . . . . . . . . . . . . . . 9 3.1.6 Dimensions and Slope of Wheelchair Viewing Spaces . . . . . . . . . . . 9 3.1.7 Exceptions From Integrated Wheelchair Seating Requirements . . . 9 3.2 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats . . . . . . . . . . . . . 12 3.2.5 Ratio of Fixed Companion Seats To Each Dispersed Wheelchair Seat . . . 13 3.3 Raisable or Removable Aisle-Side Arm Rests . 13 -i- 01-05552 Page 3.4 Semi-Ambulatory Seating in Exhibit A Theatres . . . . . . . . . . . . . . . . . . 13 3.5 Modifications to Restrooms . . . . . . . . . 14 3.6 Barrier Removal in Parking Areas and at Theatre Entrances . . . . . . . . . . . . . . 16 3.7 Additional Barrier Removal . . . . . . . . . 17 3.7.1 Ramps or Lifts . . . . . . . . . . . 17 3.7.2 Telephones . . . . . . . . . . . . . 17 3.7.3 Restrooms . . . . . . . . . . . . . 17 3.7.3.1 Doors . . . . . . . . . . . 17 3.7.3.2 Dispensers and Holders . . . 17 3.7.3.3 Sinks . . . . . . . . . . . 18 3.7.3.4 Mirrors . . . . . . . . . . 18 3.7.4 Engagement of Architects or Other Third Parties . . . . . . . . . . . 18 3.7.5 Box Office Areas . . . . . . . . . . 18 3.7.6 Concession Stands . . . . . . . . . 18 3.8 Exceptions for Certain Exhibit A Theatres . . 18 3.9 Exceptions . . . . . . . . . . . . . . . . . .19 3.10 Obligations Re Modifications to Existing Theatres Subject to Approvals . . . . . . . 19 4. Modifications to Recently-Constructed Theatres . 20 4.1 Compliance With ADAAG . . . . . . . . . . . . 20 4.2 Deviations From ADAAG . . . . . . . . . . . . 20 4.3 Certain Elements of Recently-Constructed Theatres Not Subject to the Stipulated Injunctive Order . . . . . . . . . . . . . . 21 4.4 Integrated Wheelchair Seating At The Rear Of All Auditoriums . . . . . . . . . . . . . . . 21 -ii- 01-05553 Page 4.5 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats . . . . . . . . . . . . . 21 4.6 Fixed Companion Seats . . . . . . . . . . . . 21 4.7 Dispersed Aisle-Side Seats with Raisable or Removable Armrests . . . . . . . . . . . . . 21 4.8 Dispersed Semi-Ambulatory Seats In California . . . . . . . . . . . . . . . . . 21 4.9 Obligations Re Modifications to Recently- Constructed Theatres Subject to Approvals . . 22 4.10 Exception . . . . . . . . . . . . . . . . . 22 5. Standards for Future Construction . . . . . . . . 22 5.1 Elements of Future Construction Subject to the Stipulated Injunctive Order . . . . . . . 22 5.1.1 Dispersed Wheelchair Seating . . . . 22 5.1.2 Integrated Wheelchair Seating . . . 23 5.1.3 Semi-Ambulatory Seats . . . . . . . 24 5.1.4 Seats with Raisable or Removable Armrests . . . . . . . . . . . . . . 24 5.1.5 Aisle Slopes . . . . . . . . . . . . 24 5.1.6 Work Stations . . . . . . . . . . . 24 5.1.7 Pony Walls . . . . . . . . . . . . . 24 5.2 Specialty Auditoriums Exception . . . . . . . 24 5.3 Certain Elements of Future Construction Not Subject to the Stipulated Injunctive Order . 25 DISPUTE RESOLUTION, DEADLINES, MONITORING, FORCE MAJEURE AND ATTORNEYS FEES . . . . 25 6. Dispute Resolution and Modification . . . . . . . 25 6.1 Procedure . . . . . . . . . . . . . . . . . . 25 6.2 Standards . . . . . . . . . . . . . . . . . . 26 -iii- 01-05554 Page 7. Time Periods for Performing Modifications and Duration of Injunction . . . . . . . . . . . . . 27 7.1 Time Periods for Modifications of Existing Theatres . . . . . . . . . . . . . . . . . . 27 7.1.1 Exhibit A Theatres . . . . . . . . . 27 7.1.2 All Other Existing Theatres (except Recently-Constructed Theatres) Within the State of California . . . 27 7.1.3 All Other Existing Theatres (except Recently-Constructed Theatres) Within the United States and Outside of California . . . . . . . 27 7.2 Time Periods For Performing Modifications of Recently-Constructed Theatres . . . . . . . . 27 7.3 Duration of Standards for Future Construction . . . . . . . . . . . . . . . . 28 7.4 Duration of Injunction . . . . . . . . . . . 28 8. After-Acquired, Sold, Closed and Lease-ending Theatres . . . . . . . . . . . . . . . . . . . . 28 8.1 After-Acquired Theatres . . . . . . . . . . . 28 8.2 Lease Expirations of Existing and Recently- Constructed Theatres . . . . . . . . . . . . 28 8.3 Existing or Recently-Constructed Theatres Which Are Sold or Closed During the Relevant Time Period . . . . . . . . . . . . . . . . . 28 9. Monitoring and Inspections . . . . . . . . . . . 28 10. Force Majeure . . . . . . . . . . . . . . . . . 30 11. Attorneys Fees . . . . . . . . . . . . . . . . . 30 CLASS DEFINITION, NOTICE, CERTIFICATION AND DAMAGE PROVISIONS . . . . . . . . . . . . . . . . . . . . . 32 12. Settlement Class . . . . . . . . . . . . . . . . 32 12.1 Motion to Amend Complaint and Expand the Class . . . . . . . . . . . . . . . . . . . 32 -iv- 01-05555 Page 12.2 Class Definition . . . . . . . . . . . . . 32 13. Notice to Class of Pendency of Action, Binding Effect, Opt Out Rights, and Proposed Settlement .33 13.1 Notice by UATC . . . . . . . . . . . . . . .33 13.2 Notice by Class Counsel . . . . . . . . . 34 13.3 Toll-Free Telephone . . . . . . . . . . . . 34 13.4 Binding Effect and Opt Out Right. . . . . . 35 13.5 UATC's Option to Void Part of Settlement Agreement . . . . . . . . . . . . . . . . . 35 13.6 Fairness Hearing . . . . . . . . . . . . . 35 13.7 Objections To Settlement . . . . . . . . . 36 14. Damages Distribution Procedure . . . . . . . . 36 14.1 Deposit to Settlement Account . . . . . . 36 14.2 Taxes . . . . . . . . . . . . . . . . . . . 36 14.3 Payments to Named Plaintiffs. . . . . . . . 36 14.4 Notice of Damage Claims Procedure . . . . . 37 15. Claims Process . . . . . . . . . . . . . . . . . 39 16. Payments To the DOJ Complainants . . . . . . . . 42 ORDERS AND DISMISSALS . . . . . . . . . . . . . . . . . . . 42 17. Entry of Stipulated Injunctive Order . . . . . . 42 18. Judgment and Order Effecting Settlement . . . . 42 19. Dismissal of Arnold Litigation. . . . . . . . . 42 RELEASES AND COVENANTS NOT TO SUE . . . . . . . . . . . . . 43 20. Releases and Covenants Not to Sue by Plaintiffs and the Class . . . . . . . . . . . . . . . . . 43 20.2.1 Existing Theatres . . . . . . . . . . 43 20.2.2 Recently Constructed Theatres . . . . 44 -v- 01-05556 Page 20.2.3 Future Construction . . . . . . . . 45 21. Release and Covenant Not to Sue by DOJ . . . . . 47 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 49 22. Cooperation . . . . . . . . . . . . . . . . . . 49 22.1 Cooperation of Plaintiffs and Class Counsel Regarding UATC's Claims Versus Architects . 49 22.2 Cooperation of Parties . . . . . . . . . . 49 23. Other Theatre Circuits . . . . . . . . . . . . . 49 24. Defense Documents . . . . . . . . . . . . . . . 50 25. Intervention By the DOJ . . . . . . . . . . . . 50 26. Arms-Length Negotiations; Construction . . . . . 51 27. Reservation . . . . . . . . . . . . . . . . . . 51 28. Entire Agreement . . . . . . . . . . . . . . . . 51 29. Deadlines Falling On Weekends or Holidays . . . 51 30. Authority to Bind . . . . . . . . . . . . . . . 52 31. Quadruplicate Originals/Execution in Counterparts 52 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 53 32. Signatures of Counsel . . . . . . . . . . . . . 53 33. Signatures of Parties . . . . . . . . . . . . . 55 -vi- 01-05557 SETTLEMENT AGREEMENT Among Plaintiffs Connie Arnold, et al., The United States of America, and United Artists Theatre Circuit, Inc. 01-05558 SETTLEMENT AGREEMENT This Settlement Agreement is entered into and made effective this 28th day of March, 1996, by and between (a) United Artists Theatre Circuit, Inc. ("UATC"), a Maryland corporation, with offices located at 9110 E. Nichols Avenue, Suite 200, Englewood, Colorado 80112, (b) Plaintiffs and the Class (as more fully defined below), and (c) the United States Department of Justice ("DOJ"). (Capitalized terms not defined elsewhere are defined in paragraph 1 of this Settlement Agreement.) RECITALS A. UATC owns and/or operates movie theatres in various states within the United States. B. Plaintiffs instituted and have maintained a lawsuit against UATC regarding the physical accommodations for Persons with Mobility Disabilities at UATC theatres in California, which lawsuit is hereinafter defined as the Arnold Litigation. The DOJ investigated certain of UATC's Existing Theatres and Recently-Constructed Theatres regarding the physical accommodations for Persons with Mobility Disabilities at certain UATC theatres. The DOJ joined in the settlement discussions in the Arnold Litigation. Through a process of discovery supervised by the Honorable Eugene F. Lynch, acting as settlement judge, Plaintiffs and the DOJ have evaluated certain physical accommodations for Persons with Mobility Disabilities pertaining to UATC's theatres in the United States. As described below, with UATC's concurrence, Plaintiffs will seek to expand the Class and the Arnold Litigation to claims regarding UATC.theatres nationwide and in Puerto Rico, and the DOJ will seek to intervene respecting claims regarding UATC theatres in the United States. C. The Arnold Litigation has been vigorously prosecuted and defended. -1- 01-05559 D. UATC denies any and all liability to Plaintiffs, the Class, or the DOJ and denies that it has violated any laws -- federal, state or local -- pertaining to access for Persons with Mobility Disabilities to its theatres. E. The parties now desire to resolve their differences and disputes by settling the Arnold Litigation in such a manner as to -- 1. achieve improvements to access at UATC's Existing Theatres and Recently-Constructed Theatres and set standards for UATC's Future Construction, in a manner that satisfies UATC's obligations under laws governing physical access features for Persons with Mobility Disabilities and their companions at public accommodations, including but not limited to UATC's obligations under the Americans With Disabilities Act (42 U.S.C.  12101 et seq.), the rules and regulations promulgated pursuant thereto, including, but not limited to, ADAAG, and California law, including, but not limited to, California Civil Code  51 and 54.1, Title 24 of the California Code of Regulations,  19955 et seq. of the California Health & Safety Code,  4450 of the Government Health & Safety Code,  4450 of the Government Code et seq., and  17200 et seq. of the California Business and Professions Code; 2. define, clarify and compromise UATC's obligations under such laws, including barrier removal obligations; 3. achieve reasonable, practicable improvements to access, without great difficulty or burden or expense, and consistent with the fundamental nature of UATC's business, for the benefit of both UATC and its patrons; 4. assure that the DOJ, the Plaintiffs, and the Class will not attempt to enforce, and UATC will not thereby be subject to, conflicting standards regarding the physical access features of its Theatre Location; 5. avoid the uncertainties and costs of further or future litigation, for all parties; 6. bind UATC, Plaintiffs, the DOJ and the Class, so that, inter alia, neither the DOJ nor any Class member will hereafter assert or claim that UATC is -2- 01-05560 required to make additional or different modifications to its Existing Theatres or Recently-Constructed Theatres, or is required to follow different standards for Future Construction, beyond what is agreed to herein, in order to comply with federal or California laws regarding access for Persons with Mobility Disabilities, and no Class member who does not opt out will hereafter sue UATC under California law arising from or relating to a physical access feature (or lack thereof) covered under this Agreement; 7. provide compensation, consistent with California law, to Class members who demonstrate, in the time and manner provided below, that under Plaintiffs' theory of the case they are entitled to statutory damages for discrimination or related injuries arising out of the physical accommodations (or lack thereof) at certain of UATC's California theatres; F. In intervening in the Arnold Litigation and in agreeing to bind itself to this Settlement Agreement, the DOJ has relied on, inter alia, the representations of UATC with respect to efforts UATC has undertaken to improve access to its theatres for Persons with Mobility Disabilities, including, but not limited to, those representations set forth in Exhibit B hereto. DEFINITIONS 1. Definitions. In addition to the terms defined above and elsewhere in this Settlement Agreement, the following terms will have the following meanings: 1.1 "ADA" means the Americans with Disabilities Act, 42 U.S.C.  12101 et seq. 1.2 "ADAAG" means the Americans With Disabilities Act Access Guidelines set forth in 28 C.F.R. part 36, promulgated by the DOJ. 1.3 "Aisle Side Seats with Raisable or Removable Armrests" means fixed seats adjacent to aisles, which have raisable or removable armrests on the aisle side, for the purpose of facilitating transfer to a fixed seat by a person in a wheelchair. -3- 01-05561 1.4 "Aisle Slope" means the slope of an aisle within an Auditorium which provides access to seating and is located along-side of seats. 1.5 "Arnold Litigation" means the civil action entitled Connie Arnold et al v. United Artists Theatre Circuit, Inc., d/b/a Emery Bay; and Does 1 through 20, inclusive, originally filed and pending in the California Superior Court for the County of Alameda (Case No. 683090-4), which was removed to federal court on or about January 6, 1993 and became Case No. 93 0079 TEH, as amended, pending in the United States District Court for the Northern District of California, involving claims by Plaintiffs and the Class regarding alleged violations of state and federal accessibility laws at UATC Theatre Locations in California and, as subsequently amended, violations of federal accessibility laws at UATC Theatre Locations nationwide. The Arnold Litigation encompasses the Stipulated Injunctive Order to be entered pursuant to this Settlement Agreement. The DOJ is intervening in the Arnold Litigation. 1.6 "Auditorium" means a room in a Theatre Location containing a single screen for exhibition of motion pictures and seating for an audience. 1.7 The "Class" means and includes all members of the subclasses set forth in Paragraph 13. 1.8 "Class Counsel" means counsel for the named Plaintiffs and the Class in this action. They are identified as Larry Paradis, Esq., Attorney at Law; Miller, Starr & Regalia (including all members, partners, employees and associates); and Brad Seligman, Esq., and all other members, partners, employees and associates, of DREDF. 1.9 "Companion Seat" is a seat, either fixed, removable or portable, within an Auditorium for the use of a companion of a person who uses a wheelchair for mobility. 1.10 "Dispersed Wheelchair Seating" means Wheelchair Viewing Spaces which are located at various distances from the screen in different rows of an Auditorium, and a Dispersed Wheelchair Seat is one of such spaces. 1.11 "Dispersed Aisle Side Seats with Removable or Raisable Arm Rests" means Aisle-Side Seats with Removable or -4- 01-05562 Raisable Arm Rests (as defined above) that are located at various distances from the screen in an Auditorium. 1.12 "Dispersed Semi-Ambulatory Seats" means seats for Semi- Ambulatory Persons that are located at varying distances from the screen in an Auditorium. 1.13 "DOJ" means the United States Department of Justice, the entity charged by Congress with enforcement of Title III of the ADA and regulations promulgated thereunder. 1.14 "DOJ Complainants" means those Individuals with Mobility Disabilities who made complaints (or on whose behalf complaints were made) to the DOJ concerning physical access to Existing Theatres and whose complaints were investigated by the DOJ. These individuals are: (1) Edward Thomas Bridgers, III (on whose behalf Edward Thomas Bridgers, II made a complaint; (2) William H. Harrison (on whose behalf Thomas E. Harrison made a complaint); (3) Cheryl Arini (a minor, on whose behalf her parents, Richard A. Arini and Elizabeth M. Arini, made a complaint; and (4) George A. Korobkin. 1.15 "DREDF" means the Disability Rights Education and Defense Fund, a California corporation, with offices located at 2212 6th Street, Berkeley, California 94710. 1.16 "Effective Date" is March 28, 1996, the date that the conditions to the effectiveness of this settlement, as described in Paragraph 2, are fulfilled or waived by UATC. 1.17 "Exhibit A Theatres" means those theatres listed on Exhibit A hereto. 1.18 "Existing Theatres" means all UATC Theatre Locations in the United States which first opened for business prior to January 26, 1993. 1.19 "Fairness Hearing" means the hearing after the Preliminary Approval of the Settlement Agreement, which hearing shall be for the purpose of the Court evaluating the fairness of the settlement to Class members and deciding whether to give it Final Approval. 1.20 "Final Approval" of the Settlement Agreement means the Court's giving final approval to the Settlement -5- 01-05563 Agreement, at or shortly following the Fairness Hearing. 1.21 "Fixed Companion Seat" means a Companion Seat which is affixed to an Auditorium floor (either permanently or which may be removable) and is immediately adjacent to a Wheelchair Viewing Space. 1.22 "Future Construction" means all UATC Theatre Locations in the United States which will open for business after the Effective Date. 1.23 "Integrated Wheelchair Seating" means Wheelchair Viewing Spaces which are incorporated into the general seating or assembly area of an Auditorium, such that there are no Pony Walls, and such that the Wheelchair Viewing Space is adjacent or nearly adjacent to a Fixed Companion Seat. 1.24 "Path of Travel" means the path by which a person using a wheelchair would travel from a parking area through an entry into a Theatre Location to an Auditorium to a Wheelchair Viewing Space, including areas of service and accommodation within a Theatre Location. 1.25 "Persons with Mobility Disabilities" means and includes Semi-Ambulatory Persons and persons who use wheelchairs or motorized scooters for mobility. 1.26 "Plaintiffs" means the named and proposed named individual plaintiffs in the Arnold Litigation. The proposed named Plaintiffs will become named Plaintiffs once the Court grants Plaintiffs' proposed motion for leave to file a third amended complaint. "Plaintiffs" does not include the DOJ even after the DOJ intervenes as a plaintiff in the Arnold Litigation. 1.27 "Pony Wall" means a low, non-structural half-wall located behind a row of seats in an Auditorium which separates Wheelchair Viewing Spaces from other seating. 1.28 "Preliminary Approval of the Settlement Agreement" means the Court's granting the parties' motion for preliminary approval of the Settlement Agreement, which motion shall be made as soon as practicable after the parties hereto have signed the Settlement Agreement. 1.29 "Readily Achievable" shall have the meaning set forth in 28 C.F.R. 36.104. -6- 01-05564 1.30 "Recently-Constructed Theatres" means all UATC Theatre Locations in the United States that first opened for business between January 26, 1993 and the Effective Date. 1.31 "Released Claims" are those described in Paragraph 19. 1.32 "Reverse Slope" means an Aisle Slope which slopes downward from the back of an Auditorium and then at some point slopes upward as it approaches the screen at the front of the Auditorium. 1.33 "Semi-Ambulatory Person" means a person whose mobility is substantially impaired but who does not use a wheelchair or motorized scooter for mobility when attending theatres (and may or may not use a walker, cane or crutches). 1.34 "Semi-Ambulatory Seating" means fixed Auditorium seating in UATC's theatres in California for Semi- Ambulatory Persons. 1.35 "Settlement Account" is an interest-bearing bank account to be established by Class Counsel at a major financial institution of Class Counsel's choice. 1.36 "Settlement Agreement" means this document. 1.37 "Sound Design Principles" means professionally-accepted design standards that take into account architectural, engineering, motion picture exhibition, and regulatory factors. 1.38 "Stipulated Injunctive Order" means the Order to be entered by the Court upon stipulation of the parties, in substantially the form as attached hereto as Exhibit P. 1.39 "Theatre Entrance" means the main public access point into the Theatre Location. 1.40 "Theatre Location" means that portion of a building or complex which is owned or leased by UATC for the purpose of exhibiting motion pictures and which contains one or more Auditoriums. 1.41 "United States" means, when referring to the location of UATC Theatre Locations, the 50 states and Puerto Rico. -7- 01-05565 1.42 "Wheelchair Viewing Space" means a space to park a wheelchair in an Auditorium. 2. Conditions. The settlement embodied in this Settlement Agreement is conditioned upon the following conditions being met, or UATC's waiver of the condition(s), on or before March 28, 1996. 2.1 Approval of the UATC Board of Directors of this Settlement Agreement, and 2.2 Resolution, or provision for resolution, of UATC's claims against the third-party defendant architects. SUBSTANTIVE PHYSICAL ACCESS PROVISIONS 3. Modifications to Existing Theatres. 3.1 Integrated Wheelchair Seating At The Rear Of All Auditoriums. UATC will provide Integrated Wheelchair Seating at the rear of all Auditoriums in Existing Theatres and remove any existing Pony Walls, subject to the following: 3.1.1 Number of Wheelchair Viewing Spaces Required at the Rear of Auditoriums. UATC will provide the minimum number of Wheelchair Viewing Spaces set forth in  4.1.3(19)(a) of ADAAG or, for Exhibit A Theatres, the number set forth in Title 24  3103A(b)2.A(iii). The required number of Wheelchair Viewing Spaces at the rear of an Auditorium may be reduced by the number of Wheelchair Viewing Spaces dispersed throughout such Auditorium in places other than the rear pursuant to the standards set forth in Paragraph 3.2. 3.1.2 Positioning of Wheelchair Viewing Spaces Next to Companion Seats. To the extent feasible, and consistent with Sound Design Principles, a portion of the Fixed Companion Seats will be located on opposite sides of two adjoining Wheelchair Viewing Spaces rather than locating each Wheelchair Viewing Space between two Fixed Companion Seats. 3.1.3 Ratio of Fixed Companion Seats to Wheelchair Viewing Spaces. The ratio of Fixed Companion Seats to Wheelchair Viewing Spaces will be not less than 1 to 2. It is recognized that -8- 01-05566 to accomplish such a ratio, it may be (or may have been) necessary to remove all or a portion of a row of fixed seats that exist (or existed) in an Auditorium. UATC will accomplish a 1 to 1 ratio of Fixed Companion Seats to Wheelchair Viewing Spaces in all Auditoriums other than those in which to do so would require removing part of an additional row of seats beyond that which is (or was) required to obtain a ratio of Fixed Companion Seats to Wheelchair Viewing Spaces of 1 to 2. Notwithstanding the immediately preceding sentence, UATC will ensure that the ratio of Fixed Companion Seats to Wheelchair Viewing Spaces is not less than 1 to 1 in at least 60% of all Auditoriums in Existing Theatres. 3.1.4 Location of Wheelchair Viewing Spaces At the Rear of Auditoriums. Wheelchair Viewing Spaces which are created at the rear of Auditoriums will be located, to the extent possible and consistent with Sound Design Principles, in an area where existing seats were originally located, unless there is room for such spaces behind existing seats without being immediately adjacent to an entry door into the Auditorium. 3.1.5 Special Requirements for Exhibit A Theatres. In providing Integrated Wheelchair Seating at the rear of Exhibit A Theatres with Pony Walls, UATC will remove (or has removed) part or all of the last row of what were fixed seats to create the Integrated Wheelchair Seating (or front row of Integrated Wheelchair Seating where two or more such rows are created). 3.1.6 Dimensions and Slope of Wheelchair Viewing Spaces. Every Wheelchair Viewing Space will be level (except as set forth in Paragraph 3.2) and comply with the space requirements set forth in  4.33.2 of ADAAG, or, for Exhibit A Theatres, Title 24  33103A(b)2.A(iii)e. 3.1.7 Exceptions From Integrated Wheelchair Seating Requirements. The parties have agreed that UATC need not provide Integrated Wheelchair -9- 01-05567 Seating in the following Auditoriums in Existing Theatres: 3.1.7.1 UATC Berkeley (#31544) (California): auditoriums 5, 6 and 7 upstairs; 3.1.7.2 UATC Cascade Cinemas (#31487) (California): auditoriums 3 and 4 upstairs; 3.1.7.3 UATC Aptos Twin (#31442) (California): auditorium 2 upstairs; 3.1.7.4 UATC Merced Movies (#31506) (California): auditoriums 3 and 4 upstairs; 3.1.7.5 UATC State Theatre (#31537) (California): auditoriums 3 and 4 upstairs; 3.1.7.6 UATC Del Mar (#31437) (California): auditoriums 3 and 4 upstairs; 3.1.7.7 UATC Senator Movies (#31526) (California): auditoriums 3 and 4 upstairs; 3.1.7.8 UATC Del Oro (#31490) (California): auditoriums 2 and 3 upstairs; 3.1.7.9 UATC Alexandria (#31182) (California): auditoriums 2 and 3 upstairs; 3.1.7.10 UATC Del Amo (#31485) (California): auditoriums 1 through 4 upstairs; 3.1.7.11 UATC Seattle (#31525) (Washington): auditoriums 1 and 2; 3.1.7.12 UATC Babylon (#31196) (New York): auditorium 3; 3.1.7.13 UATC Lynbrook (#31277) (New York): auditoriums 3 and 4; 3.1.7.14 UATC Manhasset (#31278) (New York): auditorium 3; -10- 01-05568 3.1.7.15 UATC Southhampton (#32584) (New York): auditoriums 3 and 4; 3.1.7.16 UATC Squire (#31284) (New York): auditorium 3; 3.1.7.17 UATC Bayside (#31265) (New York): auditoriums 3 and 4; 3.1.7.18 UATC Astoria (#31264) (New York): auditoriums 3, 4 and 6; 3.1.7.19 UATC Bronxville (#31266) (New York): auditorium 3; 3.1.7.20 UATC Continental Twin (#31421) (New York): auditoriums 1 and 2; 3.1.7.21 UATC Criterion (#30729) (New York): auditoriums 1, 4, 5, 6 and 7; 3.1.7.22 UATC Mamaroneck (#31856) (New York): auditoriums 3 and 4; 3.1.7.23 UATC Marboro (#31394) (New York): auditoriums 3 and 4; 3.1.7.24 UATC Midway (#31256) (New York): auditoriums 3 and 4; 3.1.7.25 UATC Movieland 8th (#32725) (New York): auditorium 1; 3.1.7.26 UATC East (#31801) (New York): auditorium 1; 3.1.7.27 UATC St. Anthony Main (#32668) (Minnesota): auditoriums 3 and 4; 3.1.7.28 UATC Bellevue (#31141) (New Jersey): auditorium 3; 3.1.7.29 UATC Rialto (#31152) (New Jersey): auditorium 3; 3.1.7.30 UATC South Dekalb (#31951) (Georgia): all auditoriums; 3.1.7.31 UATC Tara (#32521) (Georgia): auditorium 3 -11- 01-05569 3.1.7.32 UATC Cinema 150 (#31877) (Puerto Rico): auditoriums 2, 3 and 4; 3.1.7.33 UATC Paramount (#31879) (Puerto Rico): auditoriums 2 and 3; 3.1.7.34 UATC Cameo (#32184) (Arkansas): auditorium 3; 3.1.7.35 UATC Plaza 3 Laredo (#30247) (Texas): stairs up to balcony; 3.1.7.36 UATC Sweetwater (#32025) (Texas): stairs up to balcony; 3.1.7.37 UATC Camellia McComb (#32147) (Mississippi): auditoriums 3 and 4; 3.1.7.38 UATC Edgewater 1&2 (#32154) (Mississippi): auditoriums 1 and 2; 3.2 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats. In all Existing Auditoriums with more than 300 seats, other than those designated in Paragraph 3.1.7, UATC shall provide at least two Dispersed Wheelchair Seats in the following manner: 3.2.1 The dimensions of the Dispersed Wheelchair Seating spaces shall comply with  4.33.2 of ADAAG. 3.2.2 Subject to the limitations set forth in subparagraph 3.2.4, Dispersed Wheelchair Seating shall be located in the most level area that exists at a distance of from one- third to two-thirds of the way back from the screen, measured by the number of rows. 3.2.3 If there is more than one area located at a distance of from one-third to two thirds of the way back from the screen, measured by the number of rows, where Dispersed Wheelchair Seating could be provided under subparagraph 3.2.2, then UATC may either: 3.2.3.1 provide the Dispersed Wheelchair Seating in more than one area, or 3.2.3.2 provide the Dispersed Wheelchair Seating in a single area, so long -12- 01-05570 as to do so would be consistent with Sound Design Principles. 3.2.4 Notwithstanding subparagraphs 3.2.2 and 3.2.3, in Auditoriums in Existing Theatres where there is a Reverse Slope at least three rows back from the front row of seats, UATC may provide Dispersed Wheelchair Seating locations at the most level part of the Reverse Slope. 3.2.5 Ratio of Fixed Companion Seats To Each Dispersed Wheelchair Seat. In those Auditoriums with over 300 seats which have two aisles running alongside a center seating section ("3 bank"), there will be at least one Fixed Companion Seat for each Dispersed Wheelchair Seat. That ratio can be accomplished by creating a Wheelchair Viewing Space on each end of a row of seats in the center seating section. Alternatively, that ratio can be accomplished by placing the two Dispersed Wheelchair Seats on either side of an aisle. In those Auditoriums with over 300 seats which have only one aisle ("2 bank"), there will be at least one Fixed Companion Seat for every two Dispersed Wheelchair Seats. 3.3 Raisable or Removable Aisle-Side Arm Rests. UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Arm Rests in all Auditoriums, except as provided hereinbelow. The minimum number of such seats will be 1% of the total seats in each Auditorium, but in no case less than two. UATC need not provide Dispersed Aisle-Side Seats with Raisable or Removable Arm Rests to the extent that ADAAG is, or, for California, ADAAG and Title 24 are, hereafter amended to remove any requirement for the provision of Aisle- Side Seats with Raisable or Removable Arm Rests. UATC's obligation under this Paragraph does not apply to those Auditoriums listed in Paragraph 3.1.7. 3.4 Semi-Ambulatory Seating in Exhibit A Theatres. UATC will provide Dispersed Semi-Ambulatory Seats in Exhibit A Theatres as follows: UATC will not locate more than one of the required number of Semi-Ambulatory Seats in the front row of any Auditorium of any Exhibit A Theatre. The minimum number of Semi-Ambulatory Seats will be 1% of the total seats per Auditorium, and in no -13- 01-05571 case less than two such seats. However, UATC's obligation under this Paragraph does not apply to those Auditoriums listed in Paragraph 3.1.7. 3.5 Modifications to Restrooms. 3.5.1 In restrooms in Existing Theatres which can be reached without going up or down one or more steps: 3.5.1.1 UATC will provide a toilet stall long and wide enough to accommodate front and side transfers from a wheelchair. For side transfer, UATC will provide minimum 32" clear space alongside the water closet ("W.C."). For front transfer, UATC will provide a minimum 48" clear space in front of the W.C. The stall door will be at least 32" wide. UATC will provide two grab bars -- one behind the W.C. and the other alongside the W.C. The side bar will be at least 42" long extending 54" from the rear wall. The rear bar will be at least 36" long extending 12" beyond the edge of the W.C. on the "side transfer" side. The grab bars shall be located 33" - 36" above the floor. The top of the toilet seat will be between 17 and 19 inches from the floor. Provided, however, that in modifying the interior of its restrooms, UATC may utilize, as an alternative to the configurations set forth in this paragraph, the configurations as allowed by and described in  4.17.3 of ADAAG. 3.5.1.2 Where six or more stalls exist, UATC will provide parallel grab bars in one of the regular width stalls. 3.5.1.3 UATC will provide a sink/lavatory with 29" from the finish floor to the bottom of the apron. 3.5.1.4 UATC will provide a 36" wide path of travel within the restroom to the stalls and the sinks and a "5-foot turnaround" space or the equivalent inside the restroom, unless such widths are not -14- 01-05572 Readily Achievable, in which case the widths may be up to 2 and 3/8" less than provided in this subparagraph. Neither the DOJ nor the Plaintiffs may challenge (pursuant to Paragraph 6 or otherwise) a determination by UATC that the widths of 36" and 5-feet as set forth above are not Readily Achievable, unless they can show that UATC's determination is part of a pattern of abuse of this subparagraph. 3.5.1.5 UATC shall widen entry doors into restrooms in Existing Theatres so that they provide a minimum 32" clear opening width, unless doing so at a particular Theatre Location is not Readily Achievable. If UATC determines that its obligation(s) under this subparagraph is/are not Readily Achievable at a Theatre Location, UATC shall submit to the DOJ and Class Counsel, for such theatre(s), a report indicating the reasons for UATC's determination. Such report shall indicate, for each such theatre, the particular barrier(s) as to which UATC claims removal is not Readily Achievable, and those financial, structural, regulatory, and/or architectural factors upon which this determination was made. In the event the modification is determined to be not Readily Achievable, it need not be made. Disputes concerning whether such measure(s) required by this subparagraph is/are Readily Achievable shall be resolved according to Paragraph 6. 3.5.2 Where restrooms that serve, in part or in whole, Auditoriums other than those listed in subparagraph 3.1.7 can be reached only by going up or down steps, or where the restrooms cannot be easily modified to provide accessible toilet stalls or sinks, at least one accessible unisex restroom will be provided. As an alternative to providing a unisex restroom if the barrier to accessibility is steps, UATC may make the restroom accessible by installing a ramp or lift. Unisex restrooms will contain at least -15- 01-05573 one W.C. complying with  4.16 of ADAAG and one lavatory complying with  4.19 of ADAAG. UATC will not be required to install separate single occupancy facilities for each sex. 3.6 Barrier Removal in Parking Areas and at Theatre Entrances. 3.6.1 Subject to the limitations set forth in subparagraph 3.6.2, UATC shall make modifications, where necessary, so that each of its Existing Theatres: 3.6.1.1 Has accessible parking spaces (including "van accessible" spaces) that comply with  4.1.2(5)(a) and (b) of ADAAG as to number,  4.6.2 of ADAAG as to location,  4.1.2(5)(b) and 4.6.3 of ADAAG as to configuration, and  4.6.4 and 4.30.7 of ADAAG as to signage, for all parking areas over which UATC has ownership or control; 3.6.1.2 Has an accessible route from the parking area to at least one public entrance that is accessible (for those areas over which UATC has ownership or control). For purposes of this subparagraph, accessible routes and accessible entrances shall together comply with applicable portions of  4.1.3(7)(a), 4.3.2(1), 4.6.2, 4.8 and 4.13 of ADAAG. Notwithstanding the foregoing, deviations from ADAAG are permissible in a manner consistent with 28 C.F.R. S 36.304(d)(2), if they occur as the result of economic, architectural, or structural limitations that exist at a particular Theatre Location; 3.6.1.3 Has signage at each inaccessible entrance, if any, indicating the location of the nearest accessible entrance, as required by  4.1.3 (8)(d) and 4.30 of ADAAG. 3.6.2 If UATC determines that the standards set forth in subparagraph 3.6.1 are not Readily Achievable at a Theatre Location, UATC shall submit to the DOJ and Class Counsel, for such -16- 01-05574 theatre(s), a report indicating the reasons for UATC's determination. Such report shall indicate, for each such Theatre Location, the particular barrier(s) as to which UATC claims removal is/are not Readily Achievable, and those financial, structural, regulatory, and/or architectural factors upon which this determination was made. In the event that any required modification(s) is/are not Readily Achievable, the modification(s) need not be made. Disputes concerning whether such measure(s) described in subparagraph 3.6.1 is/are Readily Achievable shall be resolved according to Paragraph 6. 3.7 Additional Barrier Removal. In addition to the expenditures necessitated by the required barrier removal efforts specified in subparagraphs 3.1 - 3.6, UATC will spend a minimum of $393,000, in the aggregate, over the six year period commencing on July 6, 1995, for barrier removal and/or improvements to the accessibility of restrooms, drinking fountains, patron sides of concession stands, telephones and/or box- offices at its Existing Theatres, other than Exhibit A Theatres. For example, but not by way of limitation, improvements and expenditures such as the following will be considered as satisfying this requirement: 3.7.1 Ramps or Lifts. A ramp or a lift may be provided in the Path of Travel to an Auditorium or Theatre Location. 3.7.2 Telephones. Improvements may be made to telephone access by, for example, repositioning telephones on public, otherwise accessible floors of theatres to come closer to ADAAG standards or installing a TDD. 3.7.3 Restrooms. Improvements to access to restrooms on public, otherwise accessible floors of theatres may be made to come closer to ADAAG standards, by, for example, providing one or more of the following: 3.7.3.1 Doors. Restroom entrance doors with at least 10 inches of smooth, uninterrupted surface at the bottom. 3.7.3.2 Dispensers and Holders. At least one paper towel holder and one soap -17- 01-05575 dispenser no more than 40 inches from the floor. 3.7.3.3 Sinks. At least one sink with all pipes beneath the sink wrapped. 3.7.3.4 Mirrors. At least one mirror with its bottom no higher than 40 inches. 3.7.4 Engagement of Architects or Other Third Parties. Architectural and other services may be engaged to effect barrier removal. 3.7.5 Box Office Areas. Modifications to box office areas or ticket selling areas to provide a pass-through opening for patrons. 3.7.6 Concession Stands. Lowering a portion of the countertop for patrons. 3.8 Exceptions for Certain Exhibit A Theatres. 3.8.1 Notwithstanding anything herein which might be construed to the contrary, the following Exhibit A Theatres which have had the barrier removal modifications described in Exhibit C hereto performed prior to May 1, 1995 need not be further modified, except that UATC will provide Dispersed Wheelchair Seating at such theatres in accordance with the requirements of Paragraph 3.2, and UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Arm Rests pursuant to the terms of Paragraph 3.3: 3.8.1.1 UATC Emery Bay 10, 6330 Christie Avenue, Emeryville, California 94608 (#32724); 3.8.1.2 UATC Lakewood Theatre, 6440 South Street, Lakewood, California 90713 (#32679); 3.8.1.3 UATC Regency Theatre, 635 Fairfield Drive, Merced, California 95341 (#31529); 3.8.1.4 UATC Brea Marketplace, 965 Birch Street, Brea, California 92621 (#31454); -18- 01-05576 3.8.1.5 UATC Metro Center Cinema 6, 280 Metro Center, Colma, California 94014 (#31907); 3.8.1.6 UATC 8 Cinema Theatres, Buena Park Shopping Center, 8700 On The Mall, Buena Park, California 90620 (#31534); 3.8.1.7 UATC Pasadena Marketplace, 64 West Colorado Boulevard, Pasadena, California 91101 (#31572); 3.8.1.8 UATC Movies 6, 7229 Greenback Lane, Citrus Heights, California 95610 (#31504); 3.8.1.9 UATC Granada Hills, 10801 Zelzah Avenue, Granada Hills, California (#31571); 3.8.1.10 UATC Chula Vista 6, 320 Third Street, Chula Vista, California 92010 (#31550); 3.8.1.11 UATC Escondido, 362 West Del Norte Parkway, Escondido, California 92027 (#31559); 3.8.1.12 UATC Easthills Mall 7, 3100 Mallview Road, Bakersfield, California 93306 (#32802); 3.8.1.13 UATC Clovis Towne Center, 2301 Villa Avenue, Clovis, California 93612 (#31906). 3.9 Exceptions. Nothing in Paragraph 3 of the Settlement Agreement requires UATC to create level areas for Dispersed Wheelchair Seating (e.g., platforms), to modify Aisle Slopes, or to create accessible secondary exits at Existing Theatres. 3.10 Obligations Re Modifications to Existing Theatres Subject to Approvals. UATC's obligations set forth in Paragraph 3 are subject to obtaining all necessary permits, consents and approvals from local building departments and other relevant governmental authorities, including but not limited to fire officials, without triggering any additional construction or remodel obligations or other requirements for substantial additional changes, such as creating accessible secondary exits, platforms for -19- 01-05577 wheelchair spaces, or changing existing Aisle Slopes. If such permits, consents and approvals cannot be obtained free of such additional conditions, then, UATC, Class Counsel, and the DOJ will negotiate to determine some alternative modification to improve accessibility which shall not impose any greater cost or other burden on UATC than the item of construction or modification which would have triggered the requirements for additional construction or remodel obligations. If the parties are unable to agree upon an alternative modification, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 4. Modifications to Recently-Constructed Theatres. 4.1 Compliance With ADAAG. UATC shall bring all elements of its Recently-Constructed Theatres into compliance with ADAAG in accordance with the following plan: 4.1.1 UATC will bring at least half of its Recently-Constructed Theatres into compliance with ADAAG by September 30, 1996, and will bring all its Recently-Constructed Theatres into compliance with ADAAG no later than June 30, 1997. 4.1.2 No later than the time the work is begun on a Recently-Constructed Theatre to bring it into compliance with ADAAG, UATC shall provide the DOJ and Class Counsel a report of UATC's findings regarding what the deviations from ADAAG were at said Theatre and what UATC is doing or planning to do to remedy the deviation. 4.2 Deviations From ADAAG. UATC shall not be deemed to have violated this Settlement Agreement, the Stipulated Injunctive Order, the ADA or ADAAG with respect to any deviation from ADAAG at its Recently-Constructed Theatres as to which UATC can demonstrate: 4.2.1 that the deviation resulted because full compliance with ADAAG is not required pursuant to  4.1.1(5) of ADAAG at the time the facility was constructed or as of the Effective Date; or 4.2.2 that the deviation is an alternative design or technology that provides substantially -20- 01-05578 equivalent or greater access to and usability of the facility for persons with disabilities as described in  2.2 of ADAAG; or 4.2.3 that the deviation is within conventional building industry tolerances for field conditions as described in  3.2 of ADAAG. 4.3 Certain Elements of Recently-Constructed Theatres Not Subject to the Stipulated Injunctive Order. The parties agree that the Stipulated Injunctive Order will not require UATC to perform any of the obligations set forth in subparagraphs 4.1 and 4.2 with respect to Recently-Constructed Theatres. The parties agree that the Stipulated Injunctive Order will require UATC to perform the obligations set forth in subparagraphs 4.4, 4.5, 4.6 and 4.7 with respect to Recently-Constructed Theatres. 4.4 Integrated Wheelchair Seating At The Rear Of All Auditoriums. UATC will provide Integrated Wheelchair Seating at the rear of all Auditoriums in Recently- Constructed Theatres, subject to the same conditions that are set forth in subparagraphs 3.1.1 -- 3.1.6. 4.5 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats. In all Auditoriums in Recently-Constructed Theatres with more than 300 seats, UATC shall provide at least two Dispersed Wheelchair Seats in the same manner as is set forth in subparagraphs 3.2.1 -- 3.2.4, except that all Dispersed Wheelchair Spaces shall be located in or on a level area. 4.6 Fixed Companion Seats. A 1-to-1 ratio of Fixed Companion Seats will be provided with respect to the number of Wheelchair Viewing Spaces required by ADAAG. 4.7 Dispersed Aisle-Side Seats with Raisable or Removable Armrests. UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Armrest in Auditoriums at its Recently Constructed Theatres in the same manner as is set forth in subparagraph 3.3. 4.8 Dispersed Semi-Ambulatory Seats In California. UATC will provide Dispersed Semi-Ambulatory Seats in Auditoriums at its Recently-Constructed Theatres in California in the same manner as is set forth in subparagraph 3.4. -21- 01-05579 4.9 Obligations Re Modifications to Recently-Constructed Theatres Subject to Approvals. UATC's obligations set forth in Paragraph 4 are subject to obtaining all necessary permits, consents and approvals from local building departments and other relevant governmental authorities, including but not limited to fire officials, without triggering any additional construction or remodel obligations or other requirements for substantial additional changes, such as creating accessible secondary exits, or changing existing Aisle Slopes. If such permits, consents and approvals cannot be obtained free of such additional conditions, then, UATC, Class Counsel, and the DOJ will negotiate to determine some alternative modification to improve accessibility which shall not impose any greater cost or other burden on UATC than the item of construction or modification which would have triggered the requirements for additional construction or remodel obligations. If the parties are unable to agree upon an alternative modification, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 4.10 Exception. Nothing in Paragraph 4 shall require UATC to modify Aisle Slopes, or to create accessible secondary exits at Recently Constructed Theatres. 5. Standards for Future Construction. 5.1 Elements of Future Construction Subject to the Stipulated Injunctive Order. UATC agrees that all Future Construction undertaken by UATC while the Stipulated Injunctive Order is in effect will include the following access features, among others: 5.1.1 Dispersed Wheelchair Seating. In Auditoriums with over 300 seats in Future Construction, UATC will provide Dispersed Wheelchair Seating, except where not required by ADAAG or, in California, by ADAAG or Title 24. When required, such seating shall be provided in the following manner: 5.1.1.1 Wheelchair Viewing Spaces will be in at least two different locations within an Auditorium, one of which will be other than in the back of the Auditorium. 5.1.1.2 Dispersed Wheelchair Seating spaces will be located on a level area the -22- 01-05580 dimensions of which comply with  4.33.2 of ADAAG. 5.1.1.3 At least two Wheelchair Viewing Spaces, each with a Fixed Companion Seat adjacent to it, shall be located at a distance of from one-quarter to three- quarters of the way back from the screen, so long as these Wheelchair Viewing Spaces are no closer to the screen than the fourth row, and no farther from the screen than four rows from the back of the Auditorium. UATC may fulfill the requirements of this subparagraph by placing more than one such Wheelchair Viewing Space in the same row of seats. 5.1.1.4 Dispersed Wheelchair Seating spaces shall be located on an accessible route that complies with  4.3 of ADAAG. 5.1.1.5 Subject to the requirements of this subparagraph 5.1.1., the particular area in which Dispersed Wheelchair Seating is placed may be determined by UATC in accordance with Sound Design Principles. 5.1.1.6 UATC will not be required to install more Wheelchair Viewing Spaces than the number required in  4.1.3 (19) (a) of ADAAG or, in California, by that section of ADAAG or by Title 24. 5.1.2 Integrated Wheelchair Seating. UATC will provide Integrated Wheelchair Seating in Auditoriums in Future Construction. A 1-to-1 ratio of Fixed Companion Seats will be provided with respect to the number of Wheelchair Viewing Spaces required by ADAAG. Regarding the location of Integrated Wheelchair Seating at the rear of Auditoriums, UATC will attempt, to the extent consistent with Sound Design Principles, to locate the Wheelchair Spaces so that (i) if there is a cross-aisle at the back of the Auditorium, the Wheelchair Viewing Spaces are located in front of such cross-aisle, and (ii) if there is an overhang, Wheelchair Viewing Spaces are not the only kind of -23- 01-05581 seating partly or fully located underneath the overhang. 5.1.3 Semi-Ambulatory Seats. In California, UATC will provide Dispersed Semi-Ambulatory Seats. UATC will not locate more than one of the required number of Semi-Ambulatory Seats in the front row of the Auditoriums. The number of Semi-Ambulatory Seats will be at least 1% of the total number of seats in each Auditorium, but in no case less than two. 5.1.4 Seats with Raisable or Removable Armrests. UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Armrests in all Auditoriums. The number of such seats shall be at least 1% of the total number of seats in each Auditorium, but in no case less than two. UATC need not provide Dispersed Aisle- Side Seats with Raisable or Removable Arm Rests to the extent that ADAAG is, or, for California, ADAAG and Title 24 are, hereinafter amended to remove any requirement for the provision of Aisle-Side Seats with Raisable or Removable Arm Rests. 5.1.5 Aisle Slopes. In California, Aisle Slopes in the Path of Travel directly to Wheelchair Viewing Spaces, Semi-Ambulatory Seats, and Aisle-Side Seats with Raisable or Removable Armrests will be no steeper than 1 in 12. 5.1.6 Work Stations. In California, at least one accessible lowered work station will be provided in all ticket booths and concession stands. Lowered work stations shall meet the maximum reach range requirements of Title 24,  3105A (h). 5.1.7 Pony Walls. There will not be any Pony Walls in new construction. 5.2 Specialty Auditoriums Exception. This Settlement Agreement and the Stipulated Injunctive Order shall not apply to specialty Auditoriums, such as those Auditoriums designed and constructed for the purpose of showing an OMNI or an IMAX-type film. -24- 01-05582 5.3 Certain Elements of Future Construction Not Subject to the Stipulated Injunctive Order. 5.3.1 The parties agree that the only elements of Future Construction that are to be included in the Stipulated Injunctive Order are those specified above in subparagraph 5.1. 5.3.2 UATC further agrees that all elements of Future Construction that are not subject to the Stipulated Injunctive Order will be built in compliance with ADAAG; provided, however, that UATC shall not be deemed to have violated this Settlement Agreement, the ADA or ADAAG with respect to any deviation from ADAAG in connection with Future Construction which UATC can demonstrate fits within one of the exceptions that are or may be provided in the ADA or ADAAG from time to time (such as those currently appearing in ss 4.1.1.(5)(a), 2.2, or 3.2 of ADAAG). DISPUTE RESOLUTION, DEADLINES, MONITORING, FORCE MAJEURE AND ATTORNEYS FEES 6. Dispute Resolution and Modification. 6.1 Procedure. If a dispute arises regarding the interpretation, implementation or performance of or compliance with this Settlement Agreement or the Stipulated Injunctive Order to be entered pursuant hereto, including any dispute as to who is bound by said Agreement or Order, it shall be resolved as follows: 6.1.1 Notice of any invocation of this dispute resolution procedure shall be given to all parties. 6.1.2 The parties agree to first negotiate to discuss the dispute and to try to resolve it among themselves. 6.1.3 Second, if the parties are not able to resolve the dispute, the matter will be mediated by the Honorable Eugene F. Lynch, Judge, of the United States District Court for the Northern District of California, in which event attorneys fees and costs incurred in connection with the dispute are to be -25- 01-05583 awarded and paid in accordance with prevailing law, if at all. 6.1.4 Third, if the mediation with Judge Lynch does not result in a resolution of the dispute within 2 weeks of the date of such mediation with Judge Lynch, any party may make a motion for the resolution of the dispute by the Honorable Thelton E. Henderson, Judge, of the United States District Court for the Northern District of California, in which event attorneys fees and costs incurred in connection with the dispute are to be awarded and paid in accordance with prevailing law, if at all. In any such proceeding before Judge Henderson, any party may present evidence of Judge Lynch's recommendations, if any. 6.1.5 In the event that Judge Lynch is unable to serve with regard to this Settlement Agreement or the Stipulated Injunctive Order, the parties shall try to agree on a replacement, and in the event agreement is not reached, the parties will ask Judge Henderson to appoint a replacement. To the extent practicable, any dispute in this regard will be resolved as provided in this Paragraph 6. 6.2 Standards. Though not all disputes that might arise hereunder are predictable, the parties agree that for the following kinds of disputes, the following principles or standards shall apply, in general: 6.2.1 If, despite its good faith and reasonable efforts, UATC asserts that it is unable to implement certain of the terms of this Settlement Agreement or the Stipulated Injunctive Order, or is unable to implement them within the time provided for herein, the goal of dispute resolution will be to determine a substitute modification that meets the purposes of this Settlement Agreement. "Substitute modification," as used in this paragraph, means an alternative access improvement that will not be more expensive or otherwise burdensome for UATC than the one that UATC is unable to implement, and one that is consistent with -26- 01-05584 the purposes of this Settlement Agreement. "Purposes of this Settlement Agreement," as used in this subparagraph means those purposes set forth in Recital E above. 6.2.2 If a dispute arises because a party claims that unforeseen circumstances make this Settlement Agreement or the Stipulated Injunctive Order, or any part of either, unjust, any party may seek modification of the Settlement Agreement and/or Stipulated Injunctive Order, and any such modification should take into account the purposes of this Settlement Agreement and the Stipulated Injunctive Order, as described in Recital E of this Settlement Agreement, and the circumstances that allegedly make the provision(s) unjust. 6.2.3 The resolution of any other dispute should take into account the purposes of this Settlement Agreement and Stipulated Injunctive Order as set forth in Recital E. 7. Time Periods for Performing Modifications and Duration of Injunction. 7.1 Time Periods for Modifications of Existing Theatres. The following are the time periods within which UATC must satisfy the obligations described in Paragraph 3: 7.1.1 Exhibit A Theatres: Modifications must be complete on or before September 30, 1996. 7.1.2 All Other Existing Theatres (except Recently- Constructed Theatres) Within the State of California: Modifications must be complete on or before July 6, 1998. 7.1.3 All Other Existing Theatres (except Recently- Constructed Theatres) Within the United States and Outside of California: Modifications must be complete on or before July 6, 2001. 7.2 Time Periods For Performing Modifications of Recently- Constructed Theatres. UATC must complete the corrections required for Recently-Constructed Theatres in Paragraph 4, if any, by June 30, 1997, unless otherwise specified in Paragraph 4. -27- 01-05585 7.3 Duration of Standards for Future Construction. The standards in Paragraph 5 shall apply for 12 years after July 6, 1995, or until July 6, 2007. 7.4 Duration of Injunction. The Stipulated Injunctive Order shall be effective until July 6, 2007. 8. After-Acquired, Sold, Closed and Lease-ending Theatres. 8.1 After-Acquired Theatres. Any theatres acquired by UATC after the Effective Date are not subject to or covered by this Settlement Agreement or the Stipulated Injunctive Order. 8.2 Lease Expirations of Existing and Recently-Constructed Theatres. If the lease of an Existing Theatre or Recently-Constructed Theatre is renewed within one year of the applicable deadline for conducting modifications under Paragraph 7, then the deadline for completing modifications to such theatre shall be extended to 18 months following such renewal. 8.3 Existing or Recently-Constructed Theatres Which Are Sold or Closed During the Relevant Time Period. Any Existing or Recently-Constructed Theatre which is sold or closed prior to the applicable deadline for modifications need not be modified. Nothing herein will prohibit UATC from selling, closing or otherwise terminating operations at any Theatre Location. 9. Monitoring and Inspections. 9.1 To assure Plaintiffs, the Class, and the DOJ that the modifications required under Paragraphs 3 and 4 are being made and compliance with Paragraph 5 is being implemented, the parties agree as follows: 9.1.1 UATC will provide a written statement to Class Counsel and the DOJ once every 6 months which describes the types of modifications performed within the prior 6 month period and identifies the Theatre Location(s) at which such work was performed and identifies any newly constructed theatre(s). The statement will cover the topics specified on Exhibit D hereto. 9.1.2 Plaintiffs will select a qualified individual or individuals to inspect various Theatre Locations from time to time for the purpose -28- 01-05586 of assuring Plaintiffs and UATC that the terms of the Stipulated Injunctive Order are being reasonably met. UATC shall have the right to approve the selection of the individual(s), which approval shall not be unreasonably withheld. 9.1.3 UATC will pay Class Counsel the total sum of $75,000 in six equal annual installments, with the first annual installment to be paid within 60 days after Final Approval, and the following annual installments to be paid each January 5 for the next five years (i.e., with the second and subsequent installments due on January 5, 1997, January 5, 1998, January 5, 1999, January 5, 2000 and January 5, 2001) for expenses relating to monitoring and inspections of the Theatre Locations and newly constructed theatres and reports thereon, including such expenses as the inspector's fees and any attorneys fees and costs incurred by Plaintiffs. If Plaintiffs can demonstrate that there has been substantial non-compliance by UATC with the terms of the Stipulated Injunctive Order, they may request an additional, reasonable sum for further inspection and related expenses (including attorneys' fees and costs). 9.1.4 Six years after Final Approval, Plaintiffs and UATC shall meet and confer to discuss whether any additional inspection is necessary or appropriate for the remainder of the life of the Stipulated Injunctive Order, and, if so, what, if any, compensation to Plaintiffs therefor is necessary and appropriate. If the parties are unable to agree, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 9.1.5 The inspector will notify UATC at least one week in advance of each inspection of a Theatre Location, and will obtain the prior written consent of UATC's in-house legal counsel to enter the premises. 9.1.6 Following each inspection, the inspector will write a report of his or her findings -29- 01-05587 regarding compliance and will contemporaneously provide UATC, Class Counsel, and the DOJ with copies of the report and any other documents regarding the results of his or her inspection. 9.2 During the time the Stipulated Injunctive Order is in effect, the DOJ may, upon reasonable notice to UATC's in-house counsel, review compliance with the Stipulated Injunctive Order and with Paragraphs 4 and 5 of this Settlement Agreement. 9.3 If Class Counsel or the DOJ believes that any element of any Recently-Constructed Theatre or Future Construction does not comply with ADAAG, they shall notify UATC of the alleged noncompliance. UATC shall have a reasonable period of time in which to consider the notice and, if UATC agrees with the determination of non-compliance, to correct the noncompliance. 9.4 If Class Counsel, the DOJ and UATC are unable to agree as to whether any element of any Recently-Constructed Theatre or Future Construction complies with ADAAG, or the measure(s) to be taken in response to any alleged noncompliance, or the period of time during which corrective action is to be taken, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 10. Force Majeure. Failure of a party to perform any of its obligations hereunder shall not subject such party to any liability or remedy for damages, or otherwise, where such failure is occasioned in whole or in part by acts of God, fires, accidents, earthquakes, explosions, floods, wars, interruptions of or delays in transportation, labor disputes or shortages, shortages of materials or supplies, governmental laws, restrictions, rules or regulations, riots, sabotage or any other similar or different circumstances or causes beyond the reasonable control of such party. 11. Attorneys Fees. 11.1 For purposes of this Paragraph, "fees and expenses" includes not only fees and costs incurred for lawyer, paralegal and law firm or advocacy firm staff time and expenses, but also fees and expenses incurred by or to experts, consultants, vendors and service providers on behalf of Plaintiffs and the Class. -30- 01-05588 11.2 UATC shall pay Class Counsel the sum of $1,500,000 on or before 5 business days after Final Approval of the Settlement ("Full Settlement Attorney's Fees"), unless UATC elects to void the damages portion of the settlement following more than 40 Class members opting out of the Class, pursuant to Paragraph 13.5. In the event that UATC so elects, then UATC shall pay a portion of this total amount ("Partial Settlement Attorney's Fees"), which portion shall be determined through negotiation between the UATC and Class Counsel, or, if that is not successful, through the dispute resolution procedures set forth in Paragraph 6. 11.3 Payment by UATC of the Full Settlement Attorney's Fees shall be in complete satisfaction of any and all claims for attorneys' fees and expenses under federal or state law which Plaintiffs, the Class or their counsel have or may have against UATC arising out of or in connection with the Arnold Litigation and its settlement, including but not limited to any claims for fees and expenses involved in litigating the Arnold Litigation, and negotiating and implementing this Settlement Agreement or the Stipulated Injunctive Order, including fees and expenses incurred through the final disposition and termination of the Arnold Litigation; provided, however, that this sum does not include the payment to be made to Class Counsel pursuant to Paragraph 9. 11.4 Alternatively, payment by UATC of the Partial Settlement Attorney's Fees shall be in complete satisfaction of any and all claims for attorneys' fees and expenses under federal or state law which Plaintiffs, the Class or their counsel have or may have against UATC arising out of or in connection with the portion of the Arnold Litigation and its settlement which portion does not arise out of the damage claims by Plaintiffs or the Class, including but not limited to any claims for fees and expenses involved in litigating the Arnold Litigation, and negotiating and implementing this Settlement Agreement and the Stipulated Injunctive Order (save for those fees incurred in negotiating with respect to the damages portion of the settlement); provided, however, that this sum does not include the payment to be made to Class Counsel pursuant to Paragraph 9. 11.5 Class Counsel, not UATC, are responsible to pay all of the vendors, experts, and other providers of services or goods to or for the benefit of Plaintiffs or the -31- 01-05589 Class who do or may have a claim or right of compensation in connection with the Arnold Litigation. 11.6 Nothing in this Paragraph 11 is intended to remove or alter UATC's obligations to pay certain costs and expenses of implementing this settlement, which obligations are specifically set forth elsewhere in this Settlement Agreement. 11.7 UATC and the DOJ shall, as between them, each bear their own attorneys' fees and costs. CLASS DEINATION, NOTICE, CERTIFICATION AND DAMAGE PROVISIONS 12. Settlement Class. 12.1 Motion to Amend Complaint and Expand the Class. Plaintiffs will make a motion to amend their complaint to address UATC Theatre Locations outside of California, to clarify or amend certain of the contentions being made, and to expand the Class, all for settlement purposes. UATC will stipulate to the granting of that motion after review and so long as it is reasonable, and assuming the preconditions to closing of this settlement have been met. Pursuant to such stipulation and motion, the Court is expected to issue an order concurrently with Final Approval of the settlement which, inter alia, expands the class previously certified to include the Class as defined herein (see Paragraph 17 and Exhibit Q). 12.2 Class Definition. The Class shall be defined to be comprised of the following three subclasses, (collectively, the "Class"): 12.2.1 Subclass A: All persons who have or claim they have, or will have or will claim they have, been denied full and equal access to or been discriminated against under Title III of the ADA or regulations promulgated thereunder, or similar federal law, at or in connection with one or more of UATC's Theatre Locations in the United States, because they are Persons with Mobility Disabilities or are companions of such persons, and have or will have been or claim or will claim to have been aggrieved by one or more physical access barriers at any such theatre, or are persons who could otherwise assert a claim regarding -32- 01-05590 the physical access barriers at any such Theatre Location. 12.2.2 Subclass B: All persons who have or claim they have, or will have or will claim they have, been denied full and equal access to or have suffered discrimination under California law at or in connection with, or have otherwise been harmed by, one or more of UATC's Theatre Locations in California which have been constructed, renovated, and/or remodeled since July 1982, because they are Persons with Mobility Disabilities, or are companions of such persons, and have or will have entered and utilized, or have or will have attempted to enter and utilize, one or more of such theatres, encountered or will encounter one or more physical access barriers, and assert they are entitled to damages, or are persons who could otherwise have asserted a claim regarding the physical access barriers at any such theatre. 12.2.3 Subclass C: All Persons with Mobility Disabilities who attended or attempted to attend or will attempt to attend one of UATC's Exhibit A Theatres at least once since July 1982 and were or will be or claim they were or will be thereafter deterred from patronizing such a Theatre Location under California law due to one or more physical access barriers, or are persons who could otherwise have asserted a claim under California law regarding the physical access barriers at any such theatres. 12.3 In the event the conditions in Paragraph 2 are not met, UATC reserves the right to continue to object to certification of any class in the Arnold Litigation. 13. Notice to Class of Pendency of Action, Binding Effect, Opt Out Rights, and Proposed Settlement. 13.1 Notice by UATC. UATC shall effect notice of the pendency of the Arnold Litigation, the right of any members of Subclass B to opt out of the portion of the Arnold Litigation wherein Plaintiffs and the Class seek damages with respect to Exhibit A Theatres, and the settlement, at its own expense, as follows: 13.1.1 UATC shall place a notice, in the form of Exhibit E, in the legal section of a newspaper of general circulation in each county outside of California in which it has -33- 01-05591 a Theatre Location, and shall place a notice, in the form of Exhibit F, in the legal section of a newspaper of general circulation in each county in California in which it has a Theatre Location. Said notices shall be published once in each newspaper. The publication shall be completed no later than 15 days after Preliminary Approval of the Settlement Agreement. 13.1.2 UATC shall post a notice, in the form attached hereto as Exhibit G, in the box office area of each of its Theatre Locations in California. UATC shall post a notice, in the form attached hereto as Exhibit H, in the box office area of each of its Theatre Locations outside of California. Said notices shall be posted within 15 days after Preliminary Approval of the Settlement Agreement and will remain posted until the end of the Opt Out Deadline specified in subparagraph 13.4.1. 13.2 Notice by Class Counsel. Commencing at the time of Preliminary Approval of the Settlement Agreement, Class Counsel shall provide the notice in the form of Exhibit F to all persons whom they believe to be members of the Class and to all persons who request the notice, as well as to the organizations listed in Exhibit I. Class Counsel shall complete the mailing of these notices by 10 days after Preliminary Approval. UATC shall pay the reasonable and necessary photocopying and postage costs, not to exceed $2,500 without further specific approval of UATC, which shall not be unreasonably withheld, of the distribution of notice described in this subparagraph. Class Counsel shall provide UATC an accounting of all expenses hereunder. 13.3 Toll-Free Telephone. Commencing at the time of Preliminary Approval of the Settlement Agreement, and ending 120 days after Final Approval, UATC shall pay the cost of one toll-free incoming and outgoing telephone line to the offices of DREDF to be used for purposes only of responding to inquiries by Class members regarding the Arnold Litigation or the settlement thereof. DREDF shall arrange for the installation and maintenance of the toll-free line. -34- 01-05592 13.4 Binding Effect and Opt Out Right. 13.4.1 Whether or not the Settlement Agreement is finally approved, all members of Subclass B as defined above may elect to opt out of the portion of the Arnold Litigation wherein Plaintiffs seek damages respecting the Exhibit A Theatres by filing with the Clerk of the Court a written request for exclusion from the class filed or postmarked no later than 45 days after Preliminary Approval of the Settlement Agreement (the "Opt-Out Deadline"). All members of the Subclass who do not timely opt out of that portion of the action shall be bound by the resolution of any and all issues arising in connection with Plaintiffs' damages claims respecting the Exhibit A Theatres, including but not limited to the damages provisions of the Settlement Agreement should those provisions not be voided pursuant to subparagraph 13.5 below. 13.4.2 If the Settlement Agreement is given Final Approval, all Class members shall be bound by all injunctive and declaratory relief provisions of the Settlement Agreement and orders issued pursuant thereto, including the Stipulated Injunctive Order. 13.4.3 If the Settlement Agreement is given Final Approval, it shall operate as a full and complete release of all the Released Claims of all Plaintiffs and all members of all subclasses of the Class and as an effective covenant not to sue. 13.5 UATC's Option to Void Part of Settlement Agreement. If more than 40 timely requests are filed to opt out of the portion of the Arnold Litigation wherein Plaintiffs seek damages respecting the Exhibit A Theatres by actual members of Subclass B, UATC, upon written notice to the Court and opposing parties within 8 days of the opt out deadline, may withdraw from, and void the provisions of this Settlement Agreement relating to Plaintiffs' damages claims respecting Exhibit A Theatres. 13.6 Fairness Hearing. The Court shall hold a hearing to assess the fairness of the proposed Settlement Agreement and to decide whether there will be Final -35- 01-05593 Approval of the Settlement Agreement ("Fairness Hearing"). This hearing shall take place 55 days after the Preliminary Approval of the Settlement Agreement, or as soon thereafter as the Court may set. 13.7 Objections To Settlement. Any member of the Class may object to the proposed settlement by filing, within 45 days after the date of Preliminary Approval of the Settlement Agreement, written objections with the Clerk of the Court. Only such objecting Class members shall have the right, if they seek it in their objection, to present objections orally at the Fairness Hearing. 14. Damages Distribution Procedure. 14.1 Deposit to Settlement Account. Within 5 business days after the Final Approval of this Settlement Agreement, UATC shall deposit or wire transfer $429,500 in or to the Settlement Account. Upon deposit, these sums are and shall be deemed to be for the benefit of members of Subclass B, and any interest income earned thereon shall accrue to the Settlement Account for the benefit of that Subclass. Said Settlement Account shall be designated as a settlement fund pursuant to I.R.C. 468B. Any required tax return for interest income to the Settlement Account shall be prepared by the accounting firm of KPMG Peat Marwick, and Class Counsel may select any office of KPMG Peat Marwick in California to perform such services. Class members and their counsel shall cooperate with KPMG Peat Marwick by supplying all necessary documents and information reasonably requested by KPMG Peat Marwick. The first $1,000 of expenses of KPMG Peat Marwick in providing tax services shall be paid from the Settlement Account, and if the expenses exceed $1,000, UATC shall pay the excess. 14.2 Taxes. All required taxes shall be paid or reserved for out of the Settlement Account before distribution of any moneys therefrom to any member of Subclass B or to Class Counsel. UATC is not obligated to compute, report or pay any taxes on behalf of the Settlement Account, any Plaintiff, or any member of the Class, or Class Counsel. 14.3 Payments to Named Plaintiffs. No later than 5 business days after Final Approval of the Settlement Agreement, UATC shall pay the total sum of $70,500 for the benefit of the Plaintiffs in this action (listed hereinbelow) by check or checks delivered to Class Counsel and made -36- 01-05594 payable pursuant to the direction of Class Counsel who shall, on behalf of the named and proposed named Plaintiffs, ensure the following distribution of those funds: Connie Arnold and Ann Cupolo: $12,500 each; Howard Ripley, Juliana Cyril, Cinde Soto: $7,500 each; Ana Berlowitz: $5,000; Ralph Boemio, Guy Thomas, Valerie Vivona, Nancy Ferrerya, Elizabeth Twaddel and Jacqueline Kehl: $3,000 each. UATC's delivery of the check or checks to Class Counsel totalling $70,500 shall fulfill UATC's obligations of payment hereunder to the Plaintiffs. Such payments shall be disclosed in the settlement notice described in subparagraph 13.1.1. No recipients of sums pursuant to this subparagraph shall be entitled to make a claim for additional damages under the damage claims procedure described in Paragraph 15. 14.4 Notice of Damage Claims Procedure. Notice of the damage claims process shall be effected as follows: 14.4.1 No later than 15 days after Final Approval of the Settlement Agreement, the notice attached as Exhibit J and claim form attached as Exhibit K shall be mailed by Class Counsel to all persons they believe to be members of Subclass B, and any other persons who request a claim form before the deadline for returning it. 14.4.2 No later than 15 days after Final Approval of the Settlement Agreement, UATC shall post the notice attached as Exhibit L at each box office area of the Exhibit A Theatres, with the notice facing patrons. Said notice shall remain posted for a period of 35 days. 14.4.3 No later than 15 days after Final Approval of the Settlement Agreement, Class Counsel shall distribute the notice attached as Exhibit M to those organizations listed on Exhibit N and ask them to post and distribute it. If practicable, Class Counsel shall cause the notice to be published once in the applicable newsletter of each organization, if said publication can be effected no later than 30 days prior to the deadline for filing claims. If such publication is not practicable, Class Counsel shall cause the notice and claim form in the form of Exhibits J and K to be mailed, if -37- 01-05595 practicable and subject to the cost limit set forth in subparagraph 14.4.5, to persons on relevant mailing lists of said organizations if such lists can be obtained. Class Counsel may commence the placement of such notices in newsletters pursuant to this paragraph any time after Final Approval of the Settlement Agreement. Class Counsel shall limit distribution, if feasible, to California. 14.4.4 No later than 20 days after Final Approval of the Settlement Agreement, UATC shall publish the notice attached as Exhibit M in the following newspapers to be run on one Sunday in the movie section, at 1/8 page size, and one weekday in the general section, at 1/16 page size: San Francisco Chronicle/Examiner; Oakland Tribune, Hayward Daily Review; Los Angeles Times; Pasadena Star News; Orange County Times; Merced Sun; Sacramento Bee; San Diego Union; Bakersfield Californian; Fresno Bee. 14.4.5 UATC shall bear all reasonable costs and expenses of notice as set forth in subparagraph 14.4, except that its cost obligation for subparagraph 14.4.1 shall be limited to a maximum of $3,000, and its cost obligation for subparagraph 14.4.3 shall be limited to a maximum of $3000. If necessary to fulfill notice obligations, Class Counsel may, for good cause shown, seek additional reimbursement from UATC for additional costs incurred under subparagraph 14.4.1 only, not 14.4.3. All costs to be borne by UATC pursuant to subparagraphs 14.4.1 and 14.4.3 shall be limited to actual cost of materials, photocopying (at $.25 per page, which rate is and shall be deemed full compensation for Class Counsel's and the organizations' staff time in copying materials and stuffing envelopes and mailing) and postage. Plaintiffs, through Class Counsel, shall provide a detailed accounting for all costs for which they seek reimbursement or payment pursuant to this subparagraph 14.4.5. -38- 01-05596 15. Claims Process. 15.1 In order for a claim to be timely, members of Subclass B must complete the claims form, Exhibit K, and return it to DREDF (or its designated mail box) postmarked no later than 90 days after Final Approval of the Settlement Agreement. Class Counsel shall review the claim forms for completeness. Class Counsel may ask for additional information, including additional proof of disability, in order to determine Class member status and the validity of the claim. Based on this review, Class Counsel shall determine which members of Subclass B have made valid claims pursuant to the criteria specified below. UATC shall play no part in this determination. Claim forms must be signed under penalty of perjury. 15.2 To make a valid claim, a claimant must be a member of Subclass B who: (a) at the time of attendance or attempted attendance at an Exhibit A Theatre, was or is a Person with a Mobility Disability who (i) used or uses a wheelchair or motorized scooter or similar device for mobility or (ii) was or is semi-ambulatory and due to such disability would benefit from provision of theatre seats with 24" clear leg room located in the middle and/or back of Auditoriums; (b) have entered and utilized or attempted to enter or utilize one or more of the Exhibit A Theatres between July 9, 1988, with respect to the Emery Bay Theatre, or December 23, 1989, with respect to all other Exhibit A Theatres, and the date of the Stipulated Injunctive Order; and (c) experienced one or more of the following at that time: (i) sat in the aisle or in the back of the Auditorium behind a Pony Wall, (ii) was with a companion and was not provided level Integrated Wheelchair Seating alongside Companion Seats, (iii) in Auditoriums with over 300 seats, there was no Dispersed Wheelchair Seating, (iv) if the claimant was a Semi-Ambulatory Person, was provided no seating with at least 24 inches clear space in front of the seat, other than in the front row, (v) encountered or was impeded by barriers to access into or within restrooms; or (vi) encountered or will encounter other impediments to access in the Path of Travel to or within Exhibit A Theatres, including but not limited to Auditoriums. 15.3 Claimants who qualify under subparagraph 15.2 may also claim, for dates after their first date of attendance or attempted attendance, that due to their knowledge of the conditions listed in subparagraph 15.2, they were -39- 01-05597 thereafter deterred from returning to a Theatre Location. A claimant may make a combined total of four claims under subparagraphs 15.2 and 15.3. 15.4 Except as provided in subparagraph 15.5, each valid claim shall entitle the claimant to a maximum of $250, or a total claims maximum of $1,000. 15.5 Class Counsel shall calculate the share of each claimant in the Settlement Account. After payment of or provision for taxes in respect of the Settlement Account's interest income (if any), Class Counsel shall mail claim awards to the last known address of each claimant who submitted a valid claim or claims. Returned and/or unclaimed funds shall, after 45 days of attempted distribution (including any remailing), be returned to the Settlement Account for distribution pursuant to subparagraph 15.6 below. In the event that the total amount of valid claims exceeds the amount in the Settlement Account after payment or provision for taxes, the distribution shall be reduced, as follows: all claimants shall first be allocated $250; if insufficient funds are available, the moneys in the Settlement Account shall be divided per capita among all claimants. Funds remaining in the Settlement Account shall be allocated on a per claim pro rata basis (not counting the first claim) for all claimants with more than one valid claim as follows: 15.5.1 If sufficient funds remain to cover all or part of each valid second claim submitted by claimants, then such second claims shall be paid either in full or on a reduced, per capita basis. 15.5.2 If sufficient funds then remain to cover all or part of all of each valid third claim submitted by claimants, then such third claims be paid either in full or on a reduced, per capita basis. 15.5.3 Finally, if sufficient funds then remain to cover part of each valid fourth claim submitted by claimants, then each such claim shall be paid in part on a reduced, per capita basis. 15.6 If the valid claims and taxes do not exhaust the Settlement Account, Class Counsel shall have the discretion to allow late claims where there is -40- 01-05598 reasonable cause for lateness (e.g., lack of notice) filed after the deadline up to 30 days thereafter. After taxes are deducted, and all claim awards are distributed, if there is a balance of remaining funds (including unclaimed funds) in the Settlement Account, it shall be distributed to the groups and in the manner listed in Exhibit O. All donations are to be used to advance the civil rights of Persons with Mobility Disabilities. 15.7 Class Counsel shall file and serve a report of all distributions from the Settlement Account no later than 30 days following the last payment to a claimant from the Settlement Account. The report shall state the number of valid claims, the total amounts paid from the Account, and when the last payment was made. Class Counsel shall at that time provide UATC with a copies of all claim forms received, and shall clearly indicate which were allowed. 15.8 At any time, should any individual (s) make a claim outside of the Arnold Litigation against UATC regarding any issue covered by this Settlement Agreement, on UATC's request, Class Counsel will confirm to UATC whether or not such individual or individuals has or have submitted a claim against the Settlement Account and shall provide copies of all claim forms and attachments and non-privileged correspondence received from such individual (s) . 15.9 UATC shall not be obligated to pay any legal fees or costs to Plaintiffs or Class Counsel in connection with the administration of the claims process or Settlement Account other than by paying the amount described in Paragraph II. 15.10 For good cause shown, if there are any surplus funds in the Settlement Account after distribution to claimants, the Court may approve the payment of additional fees to Class Counsel from the balance of the Account prior to distribution to disability rights groups as provided in subparagraph 15.6. "Good cause," as used in this subparagraph, means a showing that the legal work undertaken by Class Counsel which was necessary and appropriate in connection with the administration of the settlement fund was valued at greater than the $37,000 amount allocated by Class Counsel to claims administration from the total attorneys fees payment of $1,500,000. -41- 01-05599 16. Payments To the DOJ Complainants. Any time within one (1) year after Final Approval of this Settlement Agreement, a DOJ Complainant may submit a notarized Release and Covenant Not To Sue, in the form attached hereto as Exhibit Q, executed by that DOJ Complainant, and, if applicable, the individual who sent a letter of complaint to the DOJ on behalf of that DOJ Complainant, to UATC. No later than 10 business days after UATC's receipt of such a notarized Release and Covenant Not To Sue, UATC shall provide to the DOJ a check in the amount of $1,000.00, payable to that DOJ Complainant. The DOJ shall be responsible for forwarding the checks from UATC to the DOJ Complainants. All required taxes shall be paid by the DOJ Complainant receiving the $1,000.00 payments. UATC is not obligated to compute, report or pay any taxes on behalf of any DOJ Complainant. ORDERS AND DISMISSALS 17. Entry of Stipulated Injunctive Order. The parties jointly shall request the Court to enter the Stipulated Injunctive Order in the form attached hereto as Exhibit P, upon Final Approval of this Settlement Agreement. 18. Judgment and Order Effecting Settlement. The parties jointly shall request the Court to enter the Judgment and Order Approving the Settlement, Certifying the Settlement Class, Granting Leave to File a Third Amended Complaint, and Granting the DOJ's Request to Intervene, in the form attached hereto as Exhibit R, to be entered concurrently with the Court's Final Approval of the settlement. 19. Dismissal of Arnold Litigation. Within 5 business days following the expiration of the Stipulated Injunctive Order, Plaintiffs, the Class and the DOJ shall provide to UATC's counsel a signed form of Request for Dismissal of their claims in the Arnold Litigation, with Prejudice, pursuant to Fed. R. Civ. P. 41, in a form ready for filing with the Court. -42- 01-05600 RELEASES AND COVENANTS NOT TO SUE 20. Releases and Covenants Not to Sue by Plaintiffs and the Class. 20.1 In exchange for good and valuable consideration, including UATC's agreement to undertake and perform the modifications with respect to its Existing Theatres and Recently-Constructed Theatres, as specified in Paragraphs 3 and 4, to follow certain standards with respect to Future Construction, as specified in Paragraph 5, and to fund the Settlement Account as described in Paragraph 15, Plaintiffs, on behalf of themselves, and, to the fullest extesnt permitted by law, on behalf of all Class members and all persons purporting to claim under them, including heirs and assigns, children, spouses and significant others and companions ("Releasing Parties"), do hereby release, acquit, waive, and forever discharge UATC and all of UATC's predecessors, successors, affiliates, assigns, officers, directors, employees, attorneys, agents, insurers, owners, shareholders, parent companies and subsidiaries (the "Released Parties"), from any and all of the Released Claims, as defined in subparagraphs 20.2 and 20.3. None of the Releasing Parties may at any time assert any of the Released Claims against any of the Released Parties. 20.2 The Released Claims are: 20.2.1 Existing Theatres. All claims, rights and contentions for declaratory or injunctive relief, penalties or damages under California or federal law which were or could have been asserted by the Plaintiffs or the Class in the Arnold Litigation with regard to Existing Theatres in Cali fornia, and under federal law with regard to Existing Theatres outside California, to remove any physical barrier (or alleged barrier) to access, to alter or modify the Existing Theatre(s) to provide or improve access, or otherwise to obtain relief for injuries arising out of or relating to the physical access features of the design, construction or condition of the Existing Theatre(s). 20.2.1.1 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or -43- 01-05601 contention under federal or California law, whenever brought, that secondary exits or aisle slope steepness in Existing Theatres are inaccessible or are barriers that should be removed. 20.2.1.2 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention under federal or California law that the concession stands or box offices of Existing Theatres are inaccessible to the public or are barriers that should be removed. 20.2.2 Recently Constructed Theatres. All claims, rights and contentions for declaratory or injunctive relief, penalties or damages under California or federal law which were or could have been asserted by the Plaintiffs or the Class in the Arnold Litigation with regard to Recently-Constructed Theatres in California, and under federal law with regard to Recently-Constructed Theatres outside California, to remove any physical barrier (or alleged barrier) to access, to alter or modify the Recently-Constructed Theatre(s) to provide or improve access in any respect, or otherwise to obtain relief for injuries arising out of or relating to any elements of the physical access features of the design, construction or condition of the Recently- Constructed Theatre(s). 20.2.2.1 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention under federal or California law, whenever brought, that secondary exits or aisle slope steepness in Recently-Constructed Theatres are inaccessible or are barriers that should be removed. 20.2.2.2 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention under federal or California law that the concession stands or box offices of Recently-Constructed Theatres -44- 01-05602 are inaccessible to the public or are barriers that should be removed. 20.2.3 Future Construction. All claims, rights and contentions for declaratory or injunctive relief, penalties or damages under California or federal law which were or could have been asserted by the Plaintiffs or the Class in the Arnold Litigation with regard to Future Construction in California, and under federal law with regard to Future Construction outside California, for alleged failure to comply with laws or regulations governing physical access in any respect, to remove any physical barrier (or alleged barrier) to access, to alter or modify Future Construction to provide or improve access in any respect, or otherwise to obtain relief for injuries arising out of or relating to any elements of the physical access design, construction or condition of Future Construction. 20.2.3.1 The Released Claims do not include claims or contentions regarding the proper floor slope steepness in auditorium aisles, in Future Construction in California, leading to seats other than Semi-Ambulatory Seating, Aisle-Side Seats with Raisable or Removable Arm-Rests, or Wheelchair Viewing Spaces. 20.2.3.2 The Released Claims do not include claims or contentions regarding specialty Auditoriums, such as those Auditoriums designed or constructed for the purpose of showing an OMNI or IMAX- type film, in Future Construction. 20.2.3.3 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention that the concession stands or box offices of Future Construction in California are inaccessible to the public or employees or are barriers that should be removed or are violative of any provision of California law. The Released Claims also include any claim -45- 01-05603 or contention under federal law that the concession stands or box offices of Future Construction in other states are inaccessible to the public or are barriers that should be removed. 20.3 Any contention or claim based on the alleged failure of the Released Parties to comply with the requirements of this Settlement Agreement or the Stipulated Injunctive Order, or to comply with such requirements within the time allotted, is a Released Claim except to the extent it may be asserted in the manner set forth in Paragraph 6. 20.4 Each Plaintiff, and to the fullest extent allowed by law, each Class member, is prohibited from ever asserting a Released Claim, and from commencing, joining in or voluntarily assisting in a lawsuit or adversary proceeding, against the Released Parties arising out of, regarding, or relating to the Released Claims set forth above. 20.5 Each Plaintiff warrants and represents that no one other than he or she has any right, claim or cause of action against the Released Parties arising out of the alleged instance or instances in which he or she was allegedly discriminated against or was allegedly denied full and equal access to or at a UATC Theatre Location. This warranty and representation shall survive the execution of this Settlement Agreement and the dismissal of the Arnold Litigation. Each Plaintiff shall hold the Released Parties harmless from and against any claims, damages, litigation, causes of action, and expenses, including reasonable attorneys fees, resulting from any breach by him or her of this warranty and representation, including any breach of his or her release of his or her Released Claims. 20.6 Each Plaintiff, and, to the fullest extent permitted by law, each Class member, expressly waives any and all rights and benefits regarding unknown rights or claims which are conferred or which may be conferred upon him or her by the provisions of S 1542 of the California Civil Code or any similar law of any applicable jurisdiction. Section 1542 reads as follows: CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN -46- 01-05604 BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. By way of example, and not by limitation of the foregoing: Each Plaintiff and, to the fullest extent permitted by law, each Class member, assumes full responsibility for unknown or later-discovered or later-occurring injuries, damages, losses, costs, fees or liabilities within the scope of the Released Claims. Each Plaintiff and, to the fullest extent permitted by law, each Class member, acknowledges that he or she may later discover facts different from, or in addition to, those he or she now knows or believes to be true respecting the Arnold Litigation or the subject matter thereof, including but not limited to suffering future (alleged) denials of full and equal access or discrimination at UATC Theatre Locations arising out of physical access conditions (or lack thereof). Each Plaintiff and, to the fullest extent permitted by law, each Class member, assumes the risk of such facts or events. Each Plaintiff and, to the fullest extent permitted by law, each Class member, agrees that such facts or events are included within the Released Claims. 20.7 In addition to the foregoing, a Releasing Party may not assert a claim against a Released Party at any time to the effect that: (a) additional barrier removal is or became required or Readily Achievable during the pendency of the Stipulated Injunctive Order, under any circumstances, or, (b) additional barrier removal is or became required or Readily Achievable after the termination of the Stipulated Injunctive Order, unless there has been and such claim is based upon a material, substantial and unforeseeable change in circumstances (except that, with regard to the circumstance of UATC's future financial condition, the prerequisite of unforeseeability does not apply) or due to a change in the law. 21. Release and Covenant Not to Sue by DOJ. In exchange for good and valuable consideration, including UATC's agreement to undertake and perform the modifications with respect to its Existing Theatres and Recently-Constructed Theatres, as specified in Paragraphs 3 and 4, and to follow certain standards with respect to Future Construction, as specified in Paragraph 5, the DOJ agrees as follows: 21.1 The DOJ hereby releases and forever discharges any claims or causes of action against the Released Parties -47- 01-05605 (as defined in Paragraph 20.1) related to or arising out of any matters that are or could have been asserted by Plaintiffs, the Class, or the DOJ in the Arnold Litigation. 21.2 The DOJ will not at any time commence any investigation of the Released Parties or file any civil action against the Released Parties related to any matter covered by this Settlement Agreement or the Stipulated Injunctive Order (except that, pursuant to Paragraph 9.2, the DOJ may review UATC's compliance with this Settlement Agreement or the Stipulated Injunctive Order). 21.3 For example, and not by way of limitation: (a) the DOJ releases and may not ever sue the Released Parties on claims to the effect that prior to or during the life of the Stipulated Injunctive Order it became Readily Achievable to remove a barrier to access at an Existing Theatre or on claims concerning compliance with ADAAG at Recently-Constructed Theatre, and (b) the DOJ may not sue a Released Party contending that modifications undertaken by UATC at an Existing Theatre or Recently- Constructed Theatre pursuant to this Settlement Agreement and/or the Stipulated Injunctive Order do not comply with ADAAG. Provided, however, that (1) the DOJ does not release and is not prohibited from investigating or suing regarding Theatre Locations newly constructed after the termination of the Stipulated Injunctive Order and (2) the DOJ may assert the claims described in clause (b) of this subparagraph in accordance with the dispute resolution procedures of Paragraph 6. 21.4 In addition to the foregoing, the DOJ may not assert a claim against a Released Party at any time to the effect that (a) additional barrier removal is or became Readily Achievable during the pendency of the Stipulated Injunctive Order, under any circumstances, or, (b) additional barrier removal is or became required or Readily Achievable after the termination of the Stipulated Injunctive Order, unless there has been and such a claim is based on a material, substantial and unforeseeable change in circumstances (except that, regarding the circumstance of UATC's future financial condition, the prerequisite of unforeseeability does not apply) or due to a change in the law. -48- 01-05606 MISCELLANEOUS 22. Cooperation. 22.1 Cooperation of Plaintiffs and Class Counsel Regarding UATC's Claims Versus Architects. Plaintiffs and Class Counsel shall cooperate with UATC in the prosecution of UATC's claims for indemnity and contribution against the architects of the Exhibit A Theatres. As used herein, for Plaintiffs and Class Counsel to "cooperate" means (a) at UATC's request, to make themselves available, at reasonable times and locations and for reasonable amounts of time without charge to UATC (except for reasonable out of pocket expenses), for interviews by UATC, for the preparation and execution of written testimony, and for live testimony in deposition or at trial on UATC's claims against the architects, (b) upon request by UATC, to describe and discuss Plaintiffs' litigation theories and strategies against UATC in the Arnold Litigation, and (c) upon request by UATC, to provide UATC access to and possession of evidence that Plaintiffs would have been prepared to present against UATC in the Arnold Litigation had the case not settled. In the event that more substantial efforts on the part of Plaintiffs and/or Class Counsel are required, they shall receive reasonable compensation for their assistance. Nothing herein limits UATC's or Class Counsel's right to seek attorneys fees, expert fees and litigation costs from the architects. 22.2 Cooperation of Parties. The parties shall cooperate with each other and shall take such other and further steps as are reasonable and necessary to obtain Preliminary and Final Approval of this Settlement Agreement and to effectuate the purposes of this Settlement Agreement. 23. Other Theatre Circuits. In the event that Class Counsel are approached by any representative of another theatre chain or circuit during the one-year period beginning on the Effective Date seeking to negotiate a settlement of claims or potential claims regarding modifications to existing theatres and/or standards for construction of new theatres for the benefit of Persons with Mobility Disabilities in California or outside of California, and should Class Counsel engage in any settlement negotiations with or initiate litigation against another theatre chain or circuit concerning such matters, Class Counsel agree that (a) they will inform UATC of such contact unless to do so would -49- 01-05607 prejudice Class Counsel's ability to reach an accommodation with said theatre chain or circuit, and (b) they will endeavor, in such settlement or litigation, to obtain an undertaking or obligation of such other circuit or chain to achieve at least substantially similar accommodations for Persons with Mobility Disabilities as are provided for herein within a similar time frame. 24. Defense Documents. Documents and information (including but not limited to deposition testimony) produced or provided by UATC to Plaintiffs or Class Counsel in discovery during the Arnold Litigation, including but not limited to in connection with informal discovery during settlement negotiations (hereinafter "Defense Documents"), will be handled as follows. 24.1 No later than the end of the duration of the Stipulated Injunction, Plaintiffs and Class Counsel shall return to UATC or destroy all Defense Documents and shall inform UATC in writing that they have done so. UATC shall remind Class Counsel of this obligation 60 days before the deadline for return of such Documents. If UATC is late in reminding Class Counsel, the obligation of returning or destroying Defense Documents will still exist, but Class Counsel and Plaintiffs shall have at least 60 days after reminder by UATC within which to comply with the obligation to return or destroy Defense Documents. 24.2 Until then, Plaintiffs and Class Counsel shall maintain the Defense Documents in a manner consistent with the terms of the agreements and orders under which the documents were produced, including confidentiality orders or agreements. 25. Intervention By the DOJ. The DOJ shall file a motion for leave to intervene in the Arnold Litigation as a plaintiff and shall lodge a proposed complaint in intervention. The parties shall stipulate to the granting of such motion, effective and conditioned upon Final Approval of the Settlement Agreement. If for any reason Final Approval of the Settlement Agreement is not granted, the DOJ will not be deemed to be an intervenor, but may make a motion for leave to intervene and file a proposed complaint in intervention. In the event Final Approval of the Settlement Agreement is not granted, UATC and the Plaintiffs reserve all rights to oppose the DOJ's motion to intervene and to object to the proposed complaint. -50- 01-05608 26. Arms-Length Negotiations; Construction. This Settlement Agreement was entered into after significant good-faith, arms-length negotiations between the parties' counsel, assisted in substantial part by the Hon. Eugene F. Lynch of the United States District Court, Northern District of California. Each party hereto has executed this Settlement Agreement only after carefully reading it and reviewing it with counsel. This Settlement Agreement has been entered into without any coercion and under no duress. This Settlement Agreement reflects the conclusion of each party that this Settlement Agreement and the Stipulated Injunctive Order and the releases, waivers and covenants contemplated hereby are in the best interest of said party. The content of and language in this Settlement Agreement was approved by counsel for each of the parties and, in the event interpretation of any alleged ambiguity herein is requested or required, there shall not be a presumption or construction against either side as the drafter. Except as expressly provided herein, this Settlement Agreement is not intended to confer upon any other person or entity any rights or remedies. 27. Reservation. Nothing herein is intended to be or may be construed as a waiver of UATC's right to operate its business free from unreasonable intrusion into its papers, effects or property by Plaintiffs, the Class, Class Counsel or the DOJ, in particular with regard to the inspections, monitoring and compliance review provided for herein. 28. Entire Agreement. This Settlement Agreement, including the Exhibits hereto, is an integrated contract and contains the entire understanding between the parties hereto regarding the matters set forth in it. No representations, warranties or promises have been made or relied upon by any party hereto other than those which are set forth in those named documents. This Settlement Agreement supersedes any and all other prior agreements or drafts or memoranda of understanding, either written or oral, between the parties with respect to the subject matter hereof. This Settlement Agreement cannot be modified orally and can only be modified by a writing duly signed by the parties hereto or, under the limited circumstances as set forth in this Settlement Agreement, by an Order of the Court. 29. Deadlines Falling On Weekends Or Holidays. To the extent that any deadline set forth in this Settlement Agreement falls on a Saturday, Sunday, or legal holiday, that deadline shall be continued until the following business day. -51- 01-05609 30. Authority to Bind. Class Counsel represent and warrant that they are authorized to sign on behalf of, and to bind, the class as originally certified by the Court to this Settlement Agreement, and that, upon the Court's approval of the settlement and entry of the Order Approving Settlement and Certifying Settlement Class, they are also authorized to sign o behalf of and to bind the Class, and that Class shall be bound, nunc pro tunc. Plaintiff Cyrus Berlowitz represents and warrants that he is authorized to sign on behalf of, and to bind, Plaintiff Anna Berlowitz to this Settlement Agreement. Each of the other named Plaintiffs shall by their signatures personally bind themselves to this Settlement Agreement. Stewart D. Blair represents and warrants that he is authorized to sign on behalf of, and to bind, UATC to this Settlement Agreement, subject to the fact that if UATC's Board of Directors does not approve the Settlement Agreement, then the Settlement Agreement is not binding on UATC, notwithstanding his signature. Christopher J. Kuczynski represents and warrants that he/she is authorized to sign on behalf of, and to bind, the DOJ and the United States to this Settlement Agreement. 31. Quadruplicate Originals/Execution in Counterparts. This Settlement Agreement shall be signed in quadruplicate such that the Court, Plaintiffs, the DOJ, and UATC shall each have a duplicate original, each of which shall be deemed an original of this Settlement Agreement. This Settlement Agreement may be executed and delivered in counterparts by the parties to this Settlement Agreement. When each party has signed and delivered at least one counterpart to the other party to this Settlement Agreement, the counterparts, taken together, shall be binding and effective as to the parties to this Settlement Agreement. -52- 01-05610 SIGNATURES 32. Signatures of Counsel. Counsel for the parties indicate by signing below their approval of the form of this Settlement Agreement (and Exhibits hereto), and, in the case of counsel for the Plaintiffs and Class, their representation and warranty of authority to bind the Class as originally certified and the Class described herein, assuming that the Court gives Final Approval for this settlement, and their acceptance of the provisions regarding attorneys fees: COUNSEL FOR THE UNITED STATES Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 LAURENCE W. PARADIS, Dated: By: Laurence W. Paradis DISABILITY RIGHTS EDUCATION AND DEFENSE FUND Brad Seligman Elaine B. Feingold Dated: By: Brad Seligman -53- 01-05611 SIGNATURES 32. Signatures of Counsel. Counsel for the parties indicate by signing below their approval of the form of this Settlement Agreement (and Exhibits hereto), and, in the case of counsel for the Plaintiffs and Class, their representation and warranty of authority to bind the Class as originally certified and the Class described herein, assuming that the Court gives Final Approval for this settlement, and their acceptance of the provisions regarding attorneys fees: COUNSEL FOR THE UNITED STATES Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 LAURENCE W. PARADIS, Dated: By: Laurence W. Paradis DISABILITY RIGHTS EDUCATION AND DEFENSE FUND Brad Seligman Elaine B. Feingold Dated: By: Brad Seligman -53- 01-05612 SIGNATURES 32. Signatures of Counsel. Counsel for the parties indicate by signing below their approval of the form of this Settlement Agreement (and Exhibits hereto), and, in the case of counsel for the Plaintiffs and Class, their representation and warranty of authority to bind the Class as originally certified and the Class described herein, assuming that the Court gives Final Approval for this settlement, and their acceptance of the provisions regarding attorneys fees: COUNSEL FOR THE UNITED STATES Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 LAURENCE W. PARADIS, Dated: By: Laurence W. Paradis DISABILITY RIGHTS EDUCATION AND DEFENSE FUND Brad Seligman Elaine B. Feingold Dated: By: Brad Seligman -53- 01-05613 MILLER, STARR & REGALIA Daniel Miller Melissa Bauman Ward Dated: By: Daniel Miller Attorneys for Plaintiffs Arnold et al. and the Class SIDLEY & AUSTIN Peter I. Ostroff Lori Huff Dillman Dated: By: Peter I. Ostroff Attorneys for Defendant United Artists Theatre Circuit, Inc. -54- 01-05614 MILLER, STARR & REGALIA Daniel Miller Melissa Bauman Ward Dated: By: Daniel Miller Attorneys for Plaintiffs Arnold et al. and the Class SIDLEY & AUSTIN Peter I. Ostroff Lori Huff Dillman By: Dated: Peter I. Ostroff Attorneys for Defendant United Artists Theatre Circuit, Inc. -54- 01-05615 33. Signatures of Parties. In witness whereof, the undersigned have executed this Settlement Agreement as of the Effective Date: THE UNITED STATES: Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 -55- 01-05616 NAMED AND PROPOSED PLAINTIFFS AND REPRESENTATIVES OF CLASS ON BEHALF OF THEMSELVES AND THE CLASS: Connie Arnold Ann Cupolo Howard Ripley Juliana Cyril Cinde Soto Ana Berlowitz Ralph Boemio Guy Thomas Valerie Vivona Nancy Ferrerya Elizabeth Twaddel Jacqueline Kehl Dated: By: Laurence W. Paradis, Esq. Class Counsel and authorized signatory for Class UNITED ARTISTS THEATRE CIRCUIT, INC. : Dated: By: Stewart D. Blair Chairman and President -56- 01-05617 SETTLEMENT AGREEMENT AMONG PLAINTIFFS, CONNIE ARNOLD, ET AL., THE UNITED STATES OF AMERICA, AND THE UNITED ARTISTS THEATRE CIRCUIT, INC. SUMMARY I. Background A. Department of Justice Investigation United Artists Theatre Circuit, Inc. ("UATC"), a Maryland corporation, is one of the nation's largest exhibitors of motion pictures. The company owns, leases, and/or operates more than 400 theaters (with more than 2,300 screens) in 29 states and Puerto Rico. Most of the theaters were opened prior to January 26, 1993. In November of 1992, the Department of Justice received a complaint alleging that a UATC theater located in Hurst, Texas, had numerous physical barriers to access for individuals with mobility impairments, in violation of title III of the Americans with Disabilities Act, 42 U.S.C. ss 12181-12189, and the Department of Justice's title III implementing regulation, 28 C.F.R. Pt. 36. Title III requires private entities that own, lease, or operate places of public accommodations located in existing facilities (i.e., facilities designed and constructed for first occupancy prior to January 26, 1993), which include movie theaters, to remove barriers to access for persons with disabilities whenever removal is "readily achievable." 42 U.S.C. s 12182(b) (2) (A) (iv); 28 C.F.R. s 36.304(a). The Department of Justice, therefore, investigated this complaint, as well as subsequent complaints filed about UATC existing theaters in Arizona, Arkansas, Colorado, and Mississippi. In October of 1994, the Department began investigating compliance with the ADA at United Artists theaters constructed for first occupancy after January 26, 1993 (new construction), pursuant to the Department's statutory obligation to conduct periodic reviews of ADA compliance. 42 U.S.C. s 12188(b) (1) (A) (i); 28 C.F.R. s 36.502(c). The ADA's requirements for new construction are more stringent than those for existing facilities. New construction must comply strictly with the ADA Standards for Accessible Design ("the Standards"), 28 C.F.R. Pt. 36, Appendix A. Information that the Department gathered during its compliance review suggested that each of UATC's 22 newly- constructed theaters failed in some respects to comply with the Standards. B. Arnold v. United Artists Theatre Circuit, Inc. On July 9, 1991, a group of individuals with mobility impairments and the Disability Rights Education and Defense Fund of Berkeley, California ("DREDF") filed a lawsuit entitled Arnold, et al. v. United Artists Theatre Circuit, Inc., in California State Court. The complaint alleged that several United Artists theaters in California that opened after July 9, 1982, were in violation of that State's laws 01-05618 prohibiting discrimination on the basis of disability. Specifically, the complaint stated that the theaters had fewer than the required number of wheelchair seating spaces; had wheelchair spaces that were segregated from seating for the general public; had all wheelchair seating located in the back rather than dispersed throughout the seating area; and had no seating at all for semi-ambulatory patrons. In December of 1992 the complaint was amended to include allegations that the theaters were also in violation of the ADA, because UATC had failed to remove barriers to access where readily achievable, and in January of 1993, the case was removed to the Federal District Court for the Northern District of California. In August of 1995, the Department of Justice entered into settlement negotiations, supervised by Judge Eugene F. Lynch of the Northern District of California, with the parties to the Arnold litigation. The Department intervened in the Arnold litigation and at the same time entered into the settlement agreement resolving the matter. II. Key Provisions of the Settlement Agreement A. Modifications to Existing Theaters The agreement requires UATC to remove barriers to access in parking areas and at theater entrances, and in almost all of its auditoriums and public restrooms throughout the United States by July 6, 2001. In addition, during this same period of time, UATC must also spend at least $393,000 to make other access improvements that may not yet have been accomplished at some theaters, such as modifying concessions stands, water fountains, and public telephones to make them accessible to people with mobility impairments. 1. Seating in Existing Auditoriums A significant portion of the agreement sets out the manner in which wheelchair seating spaces and seats for semi-ambulatory persons will be provided in existing auditoriums. The agreement requires UATC to provide the number of wheelchair seating spaces in existing auditoriums that would be required in a comparably-sized, newly- constructed auditorium. UATC may provide all wheelchair seating spaces at the back of existing theaters with 300 or fewer seats, since the ADA would permit this practice even in new auditoriums. However, wheelchair spaces at the rear of auditoriums must nevertheless be integral to the theater's seating plan, so that individuals with wheelchairs will not be segregated from non-disabled family members or friends. Additionally, fixed seats for non-disabled companions of persons who use wheelchairs must be provided adjacent to wheelchair spaces. A ratio of at least one companion seat for every two wheelchair spaces will be provided at a minimum. UATC will provide a 1 to 1 ratio in all auditoriums where to do so would not require removal of a row of 2 01-05619 seats in addition to those which would have to be removed to accomplish a 1 to 2 ratio. The company will guarantee a 1 to 1 ratio of companion seats to wheelchair seating spaces in at least 60% of its existing auditoriums, regardless of the number of fixed seats that will need to be removed. In existing theaters with more than 300 seats, UATC will "disperse" wheelchair seating spaces, with companion seats, by removing some fixed seats to create wheelchair seating spaces in the most level area of the theater available at a distance of from one- third to two-thirds of the way back from the screen, measured in terms of the number of rows. One percent of the seats in all auditoriums will be aisle seats with folding or removable aisle-side armrests for use by semi-ambulatory patrons or by people who wish to transfer from wheelchairs into fixed seats. In California theaters, additional "semi-ambulatory" seating, which is designed differently from that required by section 4.1.3(19)(a), will be installed. This seating is required under California accessibility laws. The agreement exempts from the requirement to provide accessible seating a very small number of auditoriums that can be accessed only by climbing stairs in theaters where elevator access would not be required. Almost all of these auditoriums, however, are located within theater complexes where at least some auditoriums will be made accessible. 2. Modifications to Restrooms UATC will take several measures to ensure that restrooms in existing theaters are accessible. In situations where existing restrooms can be reached only by climbing one or more stairs, the company will either provide access to the restrooms by constructing a ramp or installing a lift, or will construct a single-user, unisex accessible restroom complying with section 4.22 of the Standards. Where a unisex restroom is not provided, UATC will modify one stall in each existing restroom so that its dimensions comply with Standards, s 4.17.3, or with s 4.22.4, in those circumstances where compliance with one of the configurations permitted by s 4.17.3 is either technically infeasible or prohibited by local plumbing codes. The length and position of grab bars in these stalls will comply with those set forth in either s 4.17.3 or s 4.22.4, whichever section is relevant. In addition, in restrooms with six or more stalls, parallel grab bars will be provided in one of the regular width stalls. A lavatory complying with Standards, s 4.19 will be provided in each existing restroom as well. As a general rule, restroom doors will be widened, if necessary, to provide a minimum clear opening width of 32", in accordance with section 4.13.7 of the Standards. 3 01-05620 3. Parking and Entrances As a general rule, at those theaters where UATC has control over parking lots and entrances, the company will provide the number and type of accessible parking spaces (including "van accessible" spaces) required by sections 4.1.2(5)(a) and (b) and 4.6 of the Standards. An accessible route complying with section 4.3 of the standards will also be provided from these parking spaces to an entrance (or entrances) that are fully accessible. 4. Other Barrier Removal In addition to the barrier removal measures specifically set forth above, which will be accomplished regardless of cost, UATC will spend a minimum of an additional $393,000 in the aggregate to remove other barriers at various theaters over the next five years. This figure takes into account the fact that, prior to entering into the settlement agreement, UATC had already taken measures to remove barriers at some of its theaters, and also recognizes that other access measures -- such as making concession stands, drinking fountains, and some public telephones accessible can be accomplished inexpensively. 5. Time Frame for Compliance The modifications outlined above must be made in twenty California theaters specifically designated in the agreement by September 30, 1996. These theaters were constructed after July 9, 1982 and were, therefore, required to have been completely accessible under California law when they were first constructed. Modifications to other existing theaters in California must be completed on or before July 6, 1998, and barrier removal must be completed at the remaining theaters by no later than July 6, 2001. B. New Construction The agreement covers two types of newly-constructed theaters: those that have already been built and those that will be constructed during the course of the next twelve years. UATC has agreed that it will bring all of the new theaters that have already been built (referred to in the settlement agreement as "recently-constructed" theaters) into full compliance with the Standards for Accessible Design. Necessary modifications will be made at half of the 22 recently-constructed theaters by September 30, 1996, and modifications to the others will be completed by no later than June 30, 1997. The portion of the settlement agreement concerning recently- constructed theaters contains specific provisions for the manner in which wheelchair seating locations and seats with folding or removable aisle-side armrests must be provided. The number and design of all wheelchair seating spaces must comply with sections 4.1.3(19)(a) and 4.33 of the Standards. In theaters with more than 300 seats, at least 4 01-05621 two wheelchair spaces must be provided somewhere other than at the rear of the auditorium, located at a distance of from one-third to two-thirds of the way back from the screen. Each wheelchair space in recently-constructed auditoriums must have a fixed companion seat adjacent to it. Additionally, unlike the dispersed wheelchair spaces in existing auditoriums, which may not necessarily have to be located on a perfectly level surface, all wheelchair spaces in recently- constructed theaters must be level. One percent of all seats in recently-constructed theaters must be aisle seats with folding or removable aisle-side armrests, and must be dispersed throughout auditoriums. UATC has also agreed that all theaters constructed during the course of the next twelve years (referred to in the agreement as "future construction") will be built in full compliance with the Standards. The requirements for wheelchair seating and seats with folding or removable aisle-side armrests are almost exactly the same for future construction and recently-constructed theaters, except that in future construction wheelchair spaces may be located at a distance of from one-quarter to three-quarters of the way back from the screen. All accessible seating will be located on a route with a slope no greater than 1:12. C. Compensatory Damages Unlike the ADA, California laws that prohibit discrimination on the basis of disability permit private litigants to recover damages. UATC has agreed to pay damages under California law to twelve named plaintiffs who originally brought the Arnold litigation. The company has also agreed to establish a settlement fund in the amount of $429,000 for the benefit of individuals who encountered physical barriers to access in California theaters constructed after July 9, 1982, and/or who were deterred from attending these theaters because they knew about the existence of physical barriers there. A class member can claim $250 per incident and a maximum of four incidents, for a total maximum recovery from the fund of $1,000. Any money in the fund that is unclaimed will be given to certain disability rights organizations in California that are designated in the agreement. Finally, UATC will pay $1,000 to each of four individuals with disabilities who either filed complaints with the Department of Justice about certain theaters outside of California or on whose behalf complaints were filed. D. Enforcement and Dispute Resolution All of UATC's barrier removal obligations under the settlement agreement and its obligations with respect to seating in newly- constructed auditoriums are part of a Stipulated Injunctive Order filed with the agreement. The agreement requires that certain processes be followed whenever there is a question as to UATC's compliance with the order. UATC, the plaintiffs, and Department must first try to resolve disputes informally. If this is unsuccessful, 5 01-05622 the parties must submit the matter to Judge Lynch in an attempt to reach a mediated settlement. If no resolution occurs within two weeks of submitting the matter to Judge Lynch, it may be brought before Judge Henderson, who may declare that UATC is in contempt of court for failing to comply with the Stipulated Injunctive Order and may order that UATC undertake any action required by the injunction. Compliance with the Standards for Accessible Design with respect to elements of newly-constructed UATC theaters other than seating in auditoriums (e.g., parking, restrooms, concession stands, telephones, water fountains, and the like) is required by the settlement agreement, but is not part of the Stipulated Injunctive Order. This means that UATC cannot be held in contempt of court for failing to comply with the Standards with respect to such elements. Judge Henderson may, however, issue an order requiring compliance with the Standards as to these elements, and the same dispute resolution processes described above apply to all matters arising under the agreement, whether or not they are also the subject of the Stipulated Injunctive Order. With respect to two specific barrier removal obligations in the agreement -- the obligation to widen doors into existing restrooms and the obligation to provide accessible routes to accessible theater entrances -- UATC is permitted to submit documentation demonstrating that the required barrier removal is not readily achievable at a particular theater location. The documentation submitted must include financial and architectural information the company considered in reaching this conclusion. If this information is provided, the parties will use the dispute resolution processes outlined above to determine UATC's obligations. In order to permit monitoring of the agreement, UATC will submit reports to counsel for both the private plaintiffs and the Department of Justice on a regular basis showing the theater locations at which modifications have been made and the specific steps that have been taken to comply with the agreement. The company will pay DREDF six installments of $75,000 apiece to pay the costs of inspecting theaters, and the Department of Justice will be allowed to conduct periodic inspections as well, upon reasonable notice to UATC. 6 01-05623 SETTLEMENT AGREEMENT Among Plaintiffs Connie Arnold, et al., The United States of America, and United Artists Theatre Circuit, Inc. 01-05624 SETTLEMENT AGREEMENT TABLE OF CONTENTS Page RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 3 1. Definitions . . . . . . . . . . . . . . . . . . . 3 2. Conditions . . . . . . . . . . . . . . . . . . . 8 SUBSTANTIVE PHYSICAL ACCESS PROVISIONS . . . . . . . . . . . 8 3. Modifications to Existing Theatres . . . . . . . 8 3.1 Integrated Wheelchair Seating At The Rear Of All Auditoriums . . . . . . . . . . . . . . .8 3.1.1 Number of Wheelchair Viewing Spaces Required at the Rear of Auditoriums . . . . . . . . . . . . .8 3.1.2 Positioning of Wheelchair Viewing Spaces Next to Companion Seats . . . 8 3.1.3 Ratio of Fixed Companion Seats to Wheelchair Viewing Spaces . . . . . 8 3.1.4 Location of Wheelchair Viewing Spaces At the Rear of Auditoriums . 9 3.1.5 Special Requirements for Exhibit A Theatres . . . . . . . . . . . . . . 9 3.1.6 Dimensions and Slope of Wheelchair Viewing Spaces . . . . . . . . . . . 9 3.1.7 Exceptions From Integrated Wheelchair Seating Requirements . . 9 3.2 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats . . . . . . . . . . . . 12 3.2.5 Ratio of Fixed Companion Seats To Each Dispersed Wheelchair Seat . . .13 3.3 Raisable or Removable Aisle-Side Arm Rests 13 -i- 01-05625 Page 3.4 Semi-Ambulatory Seating in Exhibit A Theatres . . . . . . . . . . . . . . . . . 13 3.5 Modifications to Restrooms . . . . . . . . 14 3.6 Barrier Removal in Parking Areas and at Theatre Entrances . . . . . . . . . . . . . 16 3.7 Additional Barrier Removal . . . . . . . . 17 3.7.1 Ramps or Lifts . . . . . . . . . . 17 3.7.2 Telephones . . . . . . . . . . . . 17 3.7.3 Restrooms . . . . . . . . . . . . . 17 3.7.3.1 Doors . . . . . . . . . . . . . 17 3.7.3.2 Dispensers and Holders . . . . 17 3.7.3.3 Sinks . . . . . . . . . . . . . 18 3.7.3.4 Mirrors . . . . . . . . . . . . 18 3.7.4 Engagement of Architects or Other Third Parties . . . . . . . . . . . 18 3.7.5 Box Office Areas . . . . . . . . . .18 3.7.6 Concession Stands . . . . . . . . . 18 3.8 Exceptions for Certain Exhibit A Theatres . 18 3.9 Exceptions . . . . . . . . . . . . . . . . .19 3.10 Obligations Re Modifications to Existing Theatres Subject to Approvals . . . . . . . 19 4. Modifications to Recently-Constructed Theatres . 20 4.1 Compliance With ADAAG . . . . . . . . . . . 20 4.2 Deviations From ADAAG . . . . . . . . . . . 20 4.3 Certain Elements of Recently-Constructed Theatres Not Subject to the Stipulated Injunctive Order . . . . . . . . . . . . . 21 4.4 Integrated Wheelchair Seating At The Rear Of All Auditoriums . . . . . . . . . . . . . . 21 -ii- 01-05626 Page 4.5 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats . . . . . . . . . . . . 21 4.6 Fixed Companion Seats . . . . . . . . . . . 21 4.7 Dispersed Aisle-Side Seats with Raisable or Removable Armrests . . . . . . . . . . . . 21 4.8 Dispersed Semi-Ambulatory Seats In California . . . . . . . . . . . . . . . . .21 4.9 Obligations Re Modifications to Recently- Constructed Theatres Subject to Approvals . 22 4.10 Exception . . . . . . . . . . . . . . . . . 22 5. Standards for Future Construction . . . . . . . 22 5.1 Elements of Future Construction Subject to the Stipulated Injunctive Order . . . . . . 22 5.1.1 Dispersed Wheelchair Seating . . . 22 5.1.2 Integrated Wheelchair Seating . . . 23 5.1.3 Semi-Ambulatory Seats . . . . . . . 24 5.1.4 Seats with Raisable or Removable Armrests . . . . . . . . . . . . . 24 5.1.5 Aisle Slopes . . . . . . . . . . . 24 5.1.6 Work Stations . . . . . . . . . . . 24 5.1.7 Pony Walls . . . . . . . . . . . . 24 5.2 Specialty Auditoriums Exception . . . . . . 24 5.3 Certain Elements of Future Construction Not Subject to the Stipulated Injunctive Order .25 DISPUTE RESOLUTION, DEADLINES, MONITORING, FORCE MAJEURE AND ATTORNEYS FEES . . . . . 25 6. Dispute Resolution and Modification . . . . . . 25 6.1 Procedure . . . . . . . . . . . . . . . . . 25 6.2 Standards . . . . . . . . . . . . . . . . . 26 -iii- 01-05627 Page 7. Time Periods for Performing Modifications and Duration of Injunction . . . . . . . . . . . . . 27 7.1 Time Periods for Modifications of Existing Theatres . . . . . . . . . . . . . . . . . .27 7.1.1 Exhibit A Theatres . . . . . . . . 27 7.1.2 All Other Existing Theatres (except Recently-Constructed Theatres) Within the State of California . . 27 7.1.3 All Other Existing Theatres (except Recently-Constructed Theatres) Within the United States and Outside of California . . . . . . . 27 7.2 Time Periods For Performing Modifications of Recently-Constructed Theatres . . . . . . . 27 7.3 Duration of Standards for Future Construction . . . . . . . . . . . . . . . 28 7.4 Duration of Injunction . . . . . . . . . . 28 8. After-Acquired, Sold, Closed and Lease-ending Theatres . . . . . . . . . . . . . . . . . . . . 28 8.1 After-Acquired Theatres . . . . . . . . . . 28 8.2 Lease Expirations of Existing and Recently- Constructed Theatres . . . . . . . . . . . 28 8.3 Existing or Recently-Constructed Theatres Which Are Sold or Closed During the Relevant Time Period . . . . . . . . . . . . . . . . 28 9. Monitoring and Inspections . . . . . . . . . . . 28 10. Force Majeure . . . . . . . . . . . . . . . . . 30 11. Attorneys Fees . . . . . . . . . . . . . . . . .30 CLASS DEFINITION, NOTICE, CERTIFICATION AND DAMAGE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 32 12. Settlement Class . . . . . . . . . . . . . . . .32 12.1 Motion to Amend Complaint and Expand the Class . . . . . . . . . . . . . . . . . . . 32 -iv- 01-05628 Page 12.2 Class Definition . . . . . . . . . . . . . 32 13. Notice to Class of Pendency of Action, Binding Effect, Opt Out Rights, and Proposed Settlement 33 13.1 Notice by UATC . . . . . . . . . . . . . . 33 13.2 Notice by Class Counsel . . . . . . . . . . 34 13.3 Toll-Free Telephone . . . . . . . . . . . . 34 13.4 Binding Effect and Opt Out Right . . . . . 35 13.5 UATC's Option to Void Part of Settlement Agreement . . . . . . . . . . . . . . . . . 35 13.6 Fairness Hearing . . . . . . . . . . . . . 35 13.7 Objections To Settlement . . . . . . . . . 36 14. Damages Distribution Procedure . . . . . . . . 36 14.1 Deposit to Settlement Account . . . . . . . 36 14.2 Taxes . . . . . . . . . . . . . . . . . . . 36 14.3 Payments to Named Plaintiffs . . . . . . . 36 14.4 Notice of Damage Claims Procedure . . . . . 37 15. Claims Process . . . . . . . . . . . . . . . . 39 16. Payments To the DOJ Complainants . . . . . . . 42 ORDERS AND DISMISSALS . . . . . . . . . . . . . . . . . . . 42 17. Entry of Stipulated Injunctive Order . . . . . 42 18. Judgment and Order Effecting Settlement . . . . 42 19. Dismissal of Arnold Litigation . . . . . . . . 42 RELEASES AND COVENANTS NOT TO SUE . . . . . . . . . . . . . 43 20. Releases and Covenants Not to Sue by Plaintiffs and the Class . . . . . . . . . . . . . . . . . 43 20.2.1 Existing Theatres . . . . . . . . . 43 20.2.2 Recently Constructed Theatres . . . 44 -v- 01-05629 Page 20.2.3 Future Construction . . . . . . . . 45 21. Release and Covenant Not to Sue by DOJ . . . . 47 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 49 22. Cooperation . . . . . . . . . . . . . . . . . . 49 22.1 Cooperation of Plaintiffs and Class Counsel Regarding UATC's Claims Versus Architects . 49 22.2 Cooperation of Parties . . . . . . . . . . .49 23. Other Theatre Circuits . . . . . . . . . . . . . 49 24. Defense Documents . . . . . . . . . . . . . . . .50 25. Intervention By the DOJ . . . . . . . . . . . . 50 26. Arms-Length Negotiations; Construction . . . . . 51 27. Reservation . . . . . . . . . . . . . . . . . . 51 28. Entire Agreement . . . . . . . . . . . . . . . . 51 29. Deadlines Falling On Weekends Or Holidays . . . 51 30. Authority to Bind . . . . . . . . . . . . . . . 52 31. Quadruplicate Originals/Execution in Counterparts 52 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 53 32. Signatures of Counsel . . . . . . . . . . . . . 53 33. Signatures of Parties . . . . . . . . . . . . . 55 -vi- 01-05630 SETTLEMENT AGREEMENT This Settlement Agreement is entered into and made effective this 28th day of March, 1996, by and between (a) United Artists Theatre Circuit, Inc. ("UATC"), a Maryland corporation, with offices located at 9110 E. Nichols Avenue, Suite 200, Englewood, Colorado 80112, (b) Plaintiffs and the Class (as more fully defined below), and (c) the United States Department of Justice ("DOJ"). (Capitalized terms not defined elsewhere are defined in paragraph 1 of this Settlement Agreement.) RECITALS A. UATC owns and/or operates movie theatres in various states within the United States. B. Plaintiffs instituted and have maintained a lawsuit against UATC regarding the physical accommodations for Persons with Mobility Disabilities at UATC theatres in California, which lawsuit is hereinafter defined as the Arnold Litigation. The DOJ investigated certain of UATC's Existing Theatres and Recently-Constructed Theatres regarding the physical accommodations for Persons with Mobility Disabilities at certain UATC theatres. The DOJ joined in the settlement discussions in the Arnold Litigation. Through a process of discovery supervised by the Honorable Eugene F. Lynch, acting as settlement judge, Plaintiffs and the DOJ have evaluated certain physical accommodations for Persons with Mobility Disabilities pertaining to UATC's theatres in the United States. As described below, with UATC's concurrence, Plaintiffs will seek to expand the Class and the Arnold Litigation to claims regarding UATC theatres nationwide and in Puerto Rico, and the DOJ will seek to intervene respecting claims regarding UATC theatres in the United States. C. The Arnold Litigation has been vigorously prosecuted and defended. -1- 01-05631 D. UATC denies any and all liability to Plaintiffs, the Class, or the DOJ and denies that it has violated any laws -- federal, state or local -- pertaining to access for Persons with Mobility Disabilities to its theatres. E. The parties now desire to resolve their differences and disputes by settling the Arnold Litigation in such a manner as to -- 1. achieve improvements to access at UATC's Existing Theatres and Recently-Constructed Theatres and set standards for UATC's Future Construction, in a manner that satisfies UATC's obligations under laws governing physical access features for Persons with Mobility Disabilities and their companions at public accommodations, including but not limited to UATC's obligations under the Americans With Disabilities Act (42 U.S.C. SS 12101 et seg.), the rules and regulations promulgated pursuant thereto, including, but not limited to, ADAAG, and California law, including, but not limited to, California Civil Code SS 51 and 54.1, Title 24 of the California Code of Regulations, SS 19955 et seg. of the California Health & Safety Code, SS 4450 of the Government Code et seg., and SS 17200 et seg. of the California Business and Professions Code; 2. define, clarify and compromise UATC's obligations under such laws, including barrier removal obligations; 3. achieve reasonable, practicable improvements to access, without great difficulty or burden or expense, and consistent with the fundamental nature of UATC's business, for the benefit of both UATC and its patrons; 4. assure that the DOJ, the Plaintiffs, and the Class will not attempt to enforce, and UATC will not thereby be subject to, conflicting standards regarding the physical access features of its Theatre Location; 5. avoid the uncertainties and costs of further or future litigation, for all parties; 6. bind UATC, Plaintiffs, the DOJ and the Class, so that, inter alia, neither the DOJ nor any Class member will hereafter assert or claim that UATC is -2- 01-05632 required to make additional or different modifications to its Existing Theatres or Recently-Constructed Theatres, or is required to follow different standards for Future Construction, beyond what is agreed to herein, in order to comply with federal or California laws regarding access for Persons with Mobility Disabilities, and no Class member who does not opt out will hereafter sue UATC under California law arising from or relating to a physical access feature (or lack thereof) covered under this Agreement; 7. provide compensation, consistent with California law, to Class members who demonstrate, in the time and manner provided below, that under Plaintiffs' theory of the case they are entitled to statutory damages for discrimination or related injuries arising out of the physical accommodations (or lack thereof) at certain of UATC's California theatres; F. In intervening in the Arnold Litigation and in agreeing to bind itself to this Settlement Agreement, the DOJ has relied on, inter alia, the representations of UATC with respect to efforts UATC has undertaken to improve access to its theatres for Persons with Mobility Disabilities, including, but not limited to, those representations set forth in Exhibit B hereto. DEFINITIONS 1. Definitions. In addition to the terms defined above and elsewhere in this Settlement Agreement, the following terms will have the following meanings: 1.1 "ADA" means the Americans with Disabilities Act, 42 U.S.C. SS 12101 et seg. 1.2 "ADAAG" means the Americans With Disabilities Act Access Guidelines set forth in 28 C.F.R. part 36, promulgated by the DOJ. 1.3 "Aisle Side Seats with Raisable or Removable Armrests" means fixed seats adjacent to aisles, which have raisable or removable armrests on the aisle side, for the purpose of facilitating transfer to a fixed seat by a person in a wheelchair. -3- 01-05633 1.4 "Aisle Slope" means the slope of an aisle within an Auditorium which provides access to seating and is located along-side of seats. 1.5 "Arnold Litigation" means the civil action entitled Connie Arnold et al v. United Artists Theatre Circuit, Inc., d/b/a Emery Bay; and Does 1 through 20, inclusive, originally filed and pending in the California Superior Court for the County of Alameda (Case No. 683090-4), which was removed to federal court on or about January 6, 1993 and became Case No. 93 0079 TEH, as amended, pending in the United States District Court for the Northern District of California, involving claims by Plaintiffs and the Class regarding alleged violations of state and federal accessibility laws at UATC Theatre Locations in California and, as subsequently amended, violations of federal accessibility laws at UATC Theatre Locations nationwide. The Arnold Litigation encompasses the Stipulated Injunctive Order to be entered pursuant to this Settlement Agreement. The DOJ is intervening in the Arnold Litigation. 1.6 "Auditorium" means a room in a Theatre Location containing a single screen for exhibition of motion pictures and seating for an audience. 1.7 The "Class" means and includes all members of the subclasses set forth in Paragraph 13. 1.8 "Class Counsel" means counsel for the named Plaintiffs and the Class in this action. They are identified as Larry Paradis, Esq., Attorney at Law; Miller, Starr & Regalia (including all members, partners, employees and associates); and Brad Seligman, Esq., and all other members, partners, employees and associates, of DREDF. 1.9 "Companion Seat" is a seat, either fixed, removable or portable, within an Auditorium for the use of a companion of a person who uses a wheelchair for mobility. 1.10 "Dispersed Wheelchair Seating" means Wheelchair Viewing Spaces which are located at various distances from the screen in different rows of an Auditorium, and a Dispersed Wheelchair Seat is one of such spaces. 1.11 "Dispersed Aisle Side Seats with Removable or Raisable Arm Rests" means Aisle-Side Seats with Removable or -4- 01-05634 Raisable Arm Rests (as defined above) that are located at various distances from the screen in an Auditorium. 1.12 "Dispersed Semi-Ambulatory Seats" means seats for Semi- Ambulatory Persons that are located at varying distances from the screen in an Auditorium. 1.13 "DOJ" means the United States Department of Justice, the entity charged by Congress with enforcement of Title III of the ADA and regulations promulgated thereunder. 1.14 "DOJ Complainants" means those Individuals with Mobility Disabilities who made complaints (or on whose behalf complaints were made) to the DOJ concerning physical access to Existing Theatres and whose complaints were investigated by the DOJ. These individuals are: (1) Edward Thomas Bridgers, III (on whose behalf Edward Thomas Bridgers, II made a complaint); (2) William H. Harrison (on whose behalf Thomas E. Harrison made a complaint); (3) Cheryl Arini (a minor, on whose behalf her parents, Richard A. Arini and Elizabeth M. Arini, made a complaint; and (4) George A. Korobkin. 1.15 "DREDF" means the Disability Rights Education and Defense Fund, a California corporation, with offices located at 2212 6th Street, Berkeley, California 94710. 1.16 "Effective Date" is March 28, 1996, the date that the conditions to the effectiveness of this settlement, as described in Paragraph 2, are fulfilled or waived by UATC. 1.17 "Exhibit A Theatres" means those theatres listed on Exhibit A hereto. 1.18 "Existing Theatres" means all UATC Theatre Locations in the United States which first opened for business prior to January 26, 1993. 1.19 "Fairness Hearing" means the hearing after the Preliminary Approval of the Settlement Agreement, which hearing shall be for the purpose of the Court evaluating the fairness of the settlement to Class members and deciding whether to give it Final Approval. 1.20 "Final Approval" of the Settlement Agreement means the Court's giving final approval to the Settlement -5- 01-05635 Agreement, at or shortly following the Fairness Hearing. 1.21 "Fixed Companion Seat" means a Companion Seat which is affixed to an Auditorium floor (either permanently or which may be removable) and is immediately adjacent to a Wheelchair Viewing Space. 1.22 "Future Construction" means all UATC Theatre Locations in the United States which will open for business after the Effective Date. 1.23 "Integrated Wheelchair Seating" means Wheelchair Viewing Spaces which are incorporated into the general seating or assembly area of an Auditorium, such that there are no Pony Walls, and such that the Wheelchair Viewing Space is adjacent or nearly adjacent to a Fixed Companion Seat. 1.24 "Path of Travel" means the path by which a person using a wheelchair would travel from a parking area through an entry into a Theatre Location to an Auditorium to a Wheelchair Viewing Space, including areas of service and accommodation within a Theatre Location. 1.25 "Persons with Mobility Disabilities" means and includes Semi-Ambulatory Persons and persons who use wheelchairs or motorized scooters for mobility. 1.26 "Plaintiffs" means the named and proposed named individual plaintiffs in the Arnold Litigation. The proposed named Plaintiffs will become named Plaintiffs once the Court grants Plaintiffs' proposed motion for leave to file a third amended complaint. "Plaintiffs" does not include the DOJ even after the DOJ intervenes as a plaintiff in the Arnold Litigation. 1.27 "Pony Wall" means a low, non-structural half-wall located behind a row of seats in an Auditorium which separates Wheelchair Viewing Spaces from other seating. 1.28 "Preliminary Approval of the Settlement Agreement" means the Court's granting the parties' motion for preliminary approval of the Settlement Agreement, which motion shall be made as soon as practicable after the parties hereto have signed the Settlement Agreement. 1.29 "Readily Achievable" shall have the meaning set forth in 28 C.F.R. S 36.104. -6- 01-05636 1.30 "Recently-Constructed Theatres" means all UATC Theatre Locations in the United States that first opened for business between January 26, 1993 and the Effective Date. 1.31 "Released Claims" are those described in Paragraph 19. 1.32 "Reverse Slope" means an Aisle Slope which slopes downward from the back of an Auditorium and then at some point slopes upward as it approaches the screen at the front of the Auditorium. 1.33 "Semi-Ambulatory Person" means a person whose mobility is substantially impaired but who does not use a wheelchair or motorized scooter for mobility when attending theatres (and may or may not use a walker, cane or crutches). 1.34 "Semi-Ambulatory Seating" means fixed Auditorium seating in UATC's theatres in California for Semi- Ambulatory Persons. 1.35 "Settlement Account" is an interest-bearing bank account to be established by Class Counsel at a major financial institution of Class Counsel's choice. 1.36 "Settlement Agreement" means this document. 1.37 "Sound Design Principles" means professionally-accepted design standards that take into account architectural, engineering, motion picture exhibition, and regulatory factors. 1.38 "Stipulated Injunctive Order" means the Order to be entered by the Court upon stipulation of the parties, in substantially the form as attached hereto as Exhibit P. 1.39 "Theatre Entrance" means the main public access point into the Theatre Location. 1.40 "Theatre Location" means that portion of a building or complex which is owned or leased by UATC for the purpose of exhibiting motion pictures and which contains one or more Auditoriums. 1.41 "United States" means, when referring to the location of UATC Theatre Locations, the 50 states and Puerto Rico. -7- 01-05637 1.42 "Wheelchair Viewing Space" means a space to park a wheelchair in an Auditorium. 2. Conditions. The settlement embodied in this Settlement Agreement is conditioned upon the following conditions being met, or UATC's waiver of the condition(s), on or before March 28, 1996. 2.1 Approval of the UATC Board of Directors of this Settlement Agreement, and 2.2 Resolution, or provision for resolution, of UATC's claims against the third-party defendant architects. SUBSTANTIVE PHYSICAL ACCESS PROVISIONS 3. Modifications to Existing Theatres. 3.1 Integrated Wheelchair Seating At The Rear Of All Auditoriums. UATC will provide Integrated Wheelchair Seating at the rear of all Auditoriums in Existing Theatres and remove any existing Pony Walls, subject to the following: 3.1.1 Number of Wheelchair Viewing Spaces Required at the Rear of Auditoriums. UATC will provide the minimum number of Wheelchair Viewing Spaces set forth in S 4.1.3 (19) (a) of ADAAG or, for Exhibit A Theatres, the number set forth in Title 24 S 3103A (b) 2.A (iii). The required number of Wheelchair Viewing Spaces at the rear of an Auditorium may be reduced by the number of Wheelchair Viewing Spaces dispersed throughout such Auditorium in places other than the rear pursuant to the standards set forth in Paragraph 3.2. 3.1.2 Positioning of Wheelchair Viewing Spaces Next to Companion Seats. To the extent feasible, and consistent with Sound Design Principles, a portion of the Fixed Companion Seats will be located on opposite sides of two adjoining Wheelchair Viewing Spaces rather than locating each Wheelchair Viewing Space between two Fixed Companion Seats. 3.1.3 Ratio of Fixed Companion Seats to Wheelchair Viewing Spaces. The ratio of Fixed Companion Seats to Wheelchair Viewing Spaces will be not less than 1 to 2. It is recognized that -8- 01-05638 to accomplish such a ratio, it may be (or may have been) necessary to remove all or a portion of a row of fixed seats that exist (or existed) in an Auditorium. UATC will accomplish a 1 to 1 ratio of Fixed Companion Seats to Wheelchair Viewing Spaces in all Auditoriums other than those in which to do so would require removing part of an additional row of seats beyond that which is (or was) required to obtain a ratio of Fixed Companion Seats to Wheelchair Viewing Spaces of 1 to 2. Notwithstanding the immediately preceding sentence, UATC will ensure that the ratio of Fixed Companion Seats to Wheelchair Viewing Spaces is not less than 1 to 1 in at least 60% of all Auditoriums in Existing Theatres. 3.1.4 Location of Wheelchair Viewing Spaces At the Rear of Auditoriums. Wheelchair Viewing Spaces which are created at the rear of Auditoriums will be located, to the extent possible and consistent with Sound Design Principles, in an area where existing seats were originally located, unless there is room for such spaces behind existing seats without being immediately adjacent to an entry door into the Auditorium. 3.1.5 Special Requirements for Exhibit A Theatres. In providing Integrated Wheelchair Seating at the rear of Exhibit A Theatres with Pony Walls, UATC will remove (or has removed) part or all of the last row of what were fixed seats to create the Integrated Wheelchair Seating (or front row of Integrated Wheelchair Seating where two or more such rows are created). 3.1.6 Dimensions and Slope of Wheelchair Viewing Spaces. Every Wheelchair Viewing Space will be level (except as set forth in Paragraph 3.2) and comply with the space requirements set forth in S 4.33.2 of ADAAG, or, for Exhibit A Theatres, Title 24 S 33103A (b) 2.A (iii) e. 3.1.7 Exceptions From Integrated Wheelchair Seating Requirements. The parties have agreed that UATC need not provide Integrated Wheelchair -9- 01-05639 Seating in the following Auditoriums in Existing Theatres: 3.1.7.1 UATC Berkeley (#31544) (California): auditoriums 5, 6 and 7 upstairs; 3.1.7.2 UATC Cascade Cinemas (#31487) (California): auditoriums 3 and 4 upstairs; 3.1.7.3 UATC Aptos Twin (#31442) (California): auditorium 2 upstairs; 3.1.7.4 UATC Merced Movies (#31506) (California): auditoriums 3 and 4 upstairs; 3.1.7.5 UATC State Theatre (#31537) (California): auditoriums 3 and 4 upstairs; 3.1.7.6 UATC Del Mar (#31437) (California): auditoriums 3 and 4 upstairs; 3.1.7.7 UATC Senator Movies (#31526) (California): auditoriums 3 and 4 upstairs; 3.1.7.8 UATC Del Oro (#31490) (California): auditoriums 2 and 3 upstairs; 3.1.7.9 UATC Alexandria (#31182) (California): auditoriums 2 and 3 upstairs; 3.1.7.10 UATC Del Amo (#31485) (California): auditoriums 1 through 4 upstairs; 3.1.7.11 UATC Seattle (#31525) (Washington): auditoriums 1 and 2; 3.1.7.12 UATC Babylon (#31196) (New York): auditorium 3; 3.1.7.13 UATC Lynbrook (#31277) (New York): auditoriums 3 and 4; 3.1.7.14 UATC Manhasset (#31278) (New York): auditorium 3; -10- 01-05640 3.1.7.15 UATC Southhampton (#32584) (New York): auditoriums 3 and 4; 3.1.7.16 UATC Squire (#31284) (New York): auditorium 3; 3.1.7.17 UATC Bayside (#31265) (New York): auditoriums 3 and 4; 3.1.7.18 UATC Astoria (#31264) (New York): auditoriums 3, 4 and 6; 3.1.7.19 UATC Bronxville (#31266) (New York): auditorium 3; 3.1.7.20 UATC Continental Twin (#31421) (New York): auditoriums 1 and 2; 3.1.7.21 UATC Criterion (#30729) (New York): auditoriums 1, 4, 5, 6 and 7; 3.1.7.22 UATC Mamaroneck (#31856) (New York): auditoriums 3 and 4; 3.1.7.23 UATC Marboro (#31394) (New York): auditoriums 3 and 4; 3.1.7.24 UATC Midway (#31256) (New York): auditoriums 3 and 4; 3.1.7.25 UATC Movieland 8th (#32725) (New York): auditorium 1; 3.1.7.26 UATC East (#31801) (New York): auditorium 1; 3.1.7.27 UATC St. Anthony Main (#32668) (Minnesota): auditoriums 3 and 4; 3.1.7.28 UATC Bellevue (#31141) (New Jersey): auditorium 3; 3.1.7.29 UATC Rialto (#31152) (New Jersey): auditorium 3; 3.1.7.30 UATC South Dekalb (#31951) (Georgia): all auditoriums; 3.1.7.31 UATC Tara (#32521) (Georgia): auditorium 3 -11- 01-05641 3.1.7.32 UATC Cinema 150 (#31877) (Puerto Rico): auditoriums 2, 3 and 4; 3.1.7.33 UATC Paramount (#31879) (Puerto Rico): auditoriums 2 and 3; 3.1.7.34 UATC Cameo (#32184) (Arkansas): auditorium 3; 3.1.7.35 UATC Plaza 3 Laredo (#30247) (Texas): stairs up to balcony; 3.1.7.36 UATC Sweetwater (#32025) (Texas): stairs up to balcony; 3.1.7.37 UATC Camellia McComb (#32147) (Mississippi): auditoriums 3 and 4; 3.1.7.38 UATC Edgewater 1&2 (#32154) (Mississippi): auditoriums 1 and 2; 3.2 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats. In all Existing Auditoriums with more than 300 seats, other than those designated in Paragraph 3.1.7, UATC shall provide at least two Dispersed Wheelchair Seats in the following manner: 3.2.1 The dimensions of the Dispersed Wheelchair Seating spaces shall comply with S 4.33.2 of ADAAG. 3.2.2 Subject to the limitations set forth in subparagraph 3.2.4, Dispersed Wheelchair Seating shall be located in the most level area that exists at a distance of from one- third to two-thirds of the way back from the screen, measured by the number of rows. 3.2.3 If there is more than one area located at a distance of from one-third to two thirds of the way back from the screen, measured by the number of rows, where Dispersed Wheelchair Seating could be provided under subparagraph 3.2.2, then UATC may either: 3.2.3.1 provide the Dispersed Wheelchair Seating in more than one area, or 3.2.3.2 provide the Dispersed Wheelchair Seating in a single area, so long -12- 01-05642 as to do so would be consistent with Sound Design Principles. 3.2.4 Notwithstanding subparagraphs 3.2.2 and 3.2.3, in Auditoriums in Existing Theatres where there is a Reverse Slope at least three rows back from the front row of seats, UATC may provide Dispersed Wheelchair Seating locations at the most level part of the Reverse Slope. 3.2.5 Ratio of Fixed Companion Seats To Each Dispersed Wheelchair Seat. In those Auditoriums with over 300 seats which have two aisles running alongside a center seating section ("3 bank"), there will be at least one Fixed Companion Seat for each Dispersed Wheelchair Seat. That ratio can be accomplished by creating a Wheelchair Viewing Space on each end of a row of seats in the center seating section. Alternatively, that ratio can be accomplished by placing the two Dispersed Wheelchair Seats on either side of an aisle. In those Auditoriums with over 300 seats which have only one aisle ("2 bank"), there will be at least one Fixed Companion Seat for every two Dispersed Wheelchair Seats. 3.3 Raisable or Removable Aisle-Side Arm Rests. UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Arm Rests in all Auditoriums, except as provided hereinbelow. The minimum number of such seats will be 1% of the total seats in each Auditorium, but in no case less than two. UATC need not provide Dispersed Aisle-Side Seats with Raisable or Removable Arm Rests to the extent that ADAAG is, or, for California, ADAAG and Title 24 are, hereafter amended to remove any requirement for the provision of Aisle- Side Seats with Raisable or Removable Arm Rests. UATC's obligation under this Paragraph does not apply to those Auditoriums listed in Paragraph 3.1.7. 3.4 Semi-Ambulatory Seating in Exhibit A Theatres. UATC will provide Dispersed Semi-Ambulatory Seats in Exhibit A Theatres as follows: UATC will not locate more than one of the required number of Semi-Ambulatory Seats in the front row of any Auditorium of any Exhibit A Theatre. The minimum number of Semi-Ambulatory Seats will be 1% of the total seats per Auditorium, and in no -13- 01-05643 case less than two such seats. However, UATC's obligation under this Paragraph does not apply to those Auditoriums listed in Paragraph 3.1.7. 3.5 Modifications to Restrooms. 3.5.1 In restrooms in Existing Theatres which can be reached without going up or down one or more steps: 3.5.1.1 UATC will provide a toilet stall long and wide enough to accommodate front and side transfers from a wheelchair. For side transfer, UATC will provide minimum 32" clear space alongside the water closet ("W.C."). For front transfer, UATC will provide a minimum 48" clear space in front of the W.C. The stall door will be at least 32" wide. UATC will provide two grab bars -- one behind the W.C. and the other alongside the W.C. The side bar will be at least 42" long extending 54" from the rear wall. The rear bar will be at least 36" long extending 12" beyond the edge of the W.C. on the "side transfer" side. The grab bars shall be located 33" - 36" above the floor. The top of the toilet seat will be between 17 and 19 inches from the floor. Provided, however, that in modifying the interior of its restrooms, UATC may utilize, as an alternative to the configurations set forth in this paragraph, the configurations as allowed by and described in S 4.17.3 of ADAAG. 3.5.1.2 Where six or more stalls exist, UATC will provide parallel grab bars in one of the regular width stalls. 3.5.1.3 UATC will provide a sink/lavatory with 29" from the finish floor to the bottom of the apron. 3.5.1.4 UATC will provide a 36" wide path of travel within the restroom to the stalls and the sinks and a "5-foot turnaround" space or the equivalent inside the restroom, unless such widths are not -14- 01-05644 Readily Achievable, in which case the widths may be up to 2 and 3/8" less than provided in this subparagraph. Neither the DOJ nor the Plaintiffs may challenge (pursuant to Paragraph 6 or otherwise) a determination by UATC that the widths of 36" and 5-feet as set forth above are not Readily Achievable, unless they can show that UATC's determination is part of a pattern of abuse of this subparagraph. 3.5.1.5 UATC shall widen entry doors into restrooms in Existing Theatres so that they provide a minimum 32" clear opening width, unless doing so at a particular Theatre Location is not Readily Achievable. If UATC determines that its obligation(s) under this subparagraph is/are not Readily Achievable at a Theatre Location, UATC shall submit to the DOJ and Class Counsel, for such theatre(s), a report indicating the reasons for UATC's determination. Such report shall indicate, for each such theatre, the particular barrier(s) as to which UATC claims removal is not Readily Achievable, and those financial, structural, regulatory, and/or architectural factors upon which this determination was made. In the event the modification is determined to be not Readily Achievable, it need not be made. Disputes concerning whether such measure(s) required by this subparagraph is/are Readily Achievable shall be resolved according to Paragraph 6. 3.5.2 Where restrooms that serve, in part or in whole, Auditoriums other than those listed in subparagraph 3.1.7 can be reached only by going up or down steps, or where the restrooms cannot be easily modified to provide accessible toilet stalls or sinks, at least one accessible unisex restroom will be provided. As an alternative to providing a unisex restroom if the barrier to accessibility is steps, UATC may make the restroom accessible by installing a ramp or lift. Unisex restrooms will contain at least -15- 01-05645 one W.C. complying with s 4.16 of ADAAG and one lavatory complying with s 4.19 of ADAAG. UATC will not be required to install separate single occupancy facilities for each sex. 3.6 Barrier Removal in Parking Areas and at Theatre Entrances. 3.6.1 Subject to the limitations set forth in subparagraph 3.6.2, UATC shall make modifications, where necessary, so that each of its Existing Theatres: 3.6.1.1 Has accessible parking spaces (including "van accessible" spaces) that comply with ss 4.1.2(5)(a) and (b) of ADAAG as to number, s 4.6.2 of ADAAG as to location, ss 4.1.2(5)(b) and 4.6.3 of ADAAG as to configuration, and ss 4.6.4 and 4.30.7 of ADAAG as to signage, for all parking areas over which UATC has ownership or control; 3.6.1.2 Has an accessible route from the parking area to at least one public entrance that is accessible (for those areas over which UATC has ownership or control). For purposes of this subparagraph, accessible routes and accessible entrances shall together comply with applicable portions of ss 4.1.3(7)(a), 4.3.2(1), 4.6.2, 4.8 and 4.13 of ADAAG. Notwithstanding the foregoing, deviations from ADAAG are permissible in a manner consistent with 28 C.F.R. s 36.304(d)(2), if they occur as the result of economic, architectural, or structural limitations that exist at a particular Theatre Location; 3.6.1.3 Has signage at each inaccessible entrance, if any, indicating the location of the nearest accessible entrance, as required by ss 4.1.3(8)(d) and 4.30 of ADAAG. 3.6.2 If UATC determines that the standards set forth in subparagraph 3.6.1 are not Readily Achievable at a Theatre Location, UATC shall submit to the DOJ and Class Counsel, for such -16- 01-05646 theatre(s), a report indicating the reasons for UATC's determination. Such report shall indicate, for each such Theatre Location, the particular barrier(s) as to which UATC claims removal is/are not Readily Achievable, and those financial, structural, regulatory, and/or architectural factors upon which this determination was made. In the event that any required modification(s) is/are not Readily Achievable, the modification(s) need not be made. Disputes concerning whether such measure(s) described in subparagraph 3.6.1 is/are Readily Achievable shall be resolved according to Paragraph 6. 3.7 Additional Barrier Removal. In addition to the expenditures necessitated by the required barrier removal efforts specified in subparagraphs 3.1 - 3.6, UATC will spend a minimum of $393,000, in the aggregate, over the six year period commencing on July 6, 1995, for barrier removal and/or improvements to the accessibility of restrooms, drinking fountains, patron sides of concession stands, telephones and/or box- offices at its Existing Theatres, other than Exhibit A Theatres. For example, but not by way of limitation, improvements and expenditures such as the following will be considered as satisfying this requirement: 3.7.1 Ramps or Lifts. A ramp or a lift may be provided in the Path of Travel to an Auditorium or Theatre Location. 3.7.2 Telephones. Improvements may be made to telephone access by, for example, repositioning telephones on public, otherwise accessible floors of theatres to come closer to ADAAG standards or installing a TDD. 3.7.3 Restrooms. Improvements to access to restrooms on public, otherwise accessible floors of theatres may be made to come closer to ADAAG standards, by, for example, providing one or more of the following: 3.7.3.1 Doors. Restroom entrance doors with at least 10 inches of smooth, uninterrupted surface at the bottom. 3.7.3.2 Dispensers and Holders. At least one paper towel holder and one soap -17- 01-05647 dispenser no more than 40 inches from the floor. 3.7.3.3 Sinks. At least one sink with all pipes beneath the sink wrapped. 3.7.3.4 Mirrors. At least one mirror with its bottom no higher than 40 inches. 3.7.4 Engagement of Architects or Other Third Parties. Architectural and other services may be engaged to effect barrier removal. 3.7.5 Box Office Areas. Modifications to box office areas or ticket selling areas to provide a pass-through opening for patrons. 3.7.6 Concession Stands. Lowering a portion of the countertop for patrons. 3.8 Exceptions for Certain Exhibit A Theatres. 3.8.1 Notwithstanding anything herein which might be construed to the contrary, the following Exhibit A Theatres which have had the barrier removal modifications described in Exhibit C hereto performed prior to May 1, 1995 need not be further modified, except that UATC will provide Dispersed Wheelchair Seating at such theatres in accordance with the requirements of Paragraph 3.2, and UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Arm Rests pursuant to the terms of Paragraph 3.3: 3.8.1.1 UATC Emery Bay 10, 6330 Christie Avenue, Emeryville, California 94608 (#32724); 3.8.1.2 UATC Lakewood Theatre, 6440 South Street, Lakewood, California 90713 (#32679); 3.8.1.3 UATC Regency Theatre, 635 Fairfield Drive, Merced, California 95341 (#31529); 3.8.1.4 UATC Brea Marketplace, 965 Birch Street, Brea, California 92621 (#31454); -18- 01-05648 3.8.1.5 UATC Metro Center Cinema 6, 280 Metro Center, Colma, California 94014 (#31907); 3.8.1.6 UATC 8 Cinema Theatres, Buena Park Shopping Center, 8700 On The Mall, Buena Park, California 90620 (#31534); 3.8.1.7 UATC Pasadena Marketplace, 64 West Colorado Boulevard, Pasadena, California 91101 (#31572); 3.8.1.8 UATC Movies 6, 7229 Greenback Lane, Citrus Heights, California 95610 (#31504); 3.8.1.9 UATC Granada Hills, 10801 Zelzah Avenue, Granada Hills, California (#31571); 3.8.1.10 UATC Chula Vista 6, 320 Third Street, Chula Vista, California 92010 (#31550); 3.8.1.11 UATC Escondido, 362 West Del Norte Parkway, Escondido, California 92027 (#31559); 3.8.1.12 UATC Easthills Mall 7, 3100 Mallview Road, Bakersfield, California 93306 (#32802); 3.8.1.13 UATC Clovis Towne Center, 2301 Villa Avenue, Clovis, California 93612 (#31906). 3.9 Exceptions. Nothing in Paragraph 3 of the Settlement Agreement requires UATC to create level areas for Dispersed Wheelchair Seating (e.g., platforms), to modify Aisle Slopes, or to create accessible secondary exits at Existing Theatres. 3.10 Obligations Re Modifications to Existing Theatres Subject to Approvals. UATC's obligations set forth in Paragraph 3 are subject to obtaining all necessary permits, consents and approvals from local building departments and other relevant governmental authorities, including but not limited to fire officials, without triggering any additional construction or remodel obligations or other requirements for substantial additional changes, such as creating accessible secondary exits, platforms for -19- 01-05649 wheelchair spaces, or changing existing Aisle Slopes. If such permits, consents and approvals cannot be obtained free of such additional conditions, then, UATC, Class Counsel, and the DOJ will negotiate to determine some alternative modification to improve accessibility which shall not impose any greater cost or other burden on UATC than the item of construction or modification which would have triggered the requirements for additional construction or remodel obligations. If the parties are unable to agree upon an alternative modification, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 4. Modifications to Recently-Constructed Theatres. 4.1 Compliance With ADAAG. UATC shall bring all elements of its Recently-Constructed Theatres into compliance with ADAAG in accordance with the following plan: 4.1.1 UATC will bring at least half of its Recently-Constructed Theatres into compliance with ADAAG by September 30, 1996, and will bring all its Recently-Constructed Theatres into compliance with ADAAG no later than June 30, 1997. 4.1.2 No later than the time the work is begun on a Recently-Constructed Theatre to bring it into compliance with ADAAG, UATC shall provide the DOJ and Class Counsel a report of UATC's findings regarding what the deviations from ADAAG were at said Theatre and what UATC is doing or planning to do to remedy the deviation. 4.2 Deviations From ADAAG. UATC shall not be deemed to have violated this Settlement Agreement, the Stipulated Injunctive Order, the ADA or ADAAG with respect to any deviation from ADAAG at its Recently-Constructed Theatres as to which UATC can demonstrate: 4.2.1 that the deviation resulted because full compliance with ADAAG is not required pursuant to s 4.1.1(5) of ADAAG at the time the facility was constructed or as of the Effective Date; or 4.2.2 that the deviation is an alternative design or technology that provides substantially -20- 01-05650 equivalent or greater access to and usability of the facility for persons with disabilities as described in s 2.2 of ADAAG; or 4.2.3 that the deviation is within conventional building industry tolerances for field conditions as described in s 3.2 of ADAAG. 4.3 Certain Elements of Recently-Constructed Theatres Not Subject to the Stipulated Injunctive Order. The parties agree that the Stipulated Injunctive Order will not require UATC to perform any of the obligations set forth in subparagraphs 4.1 and 4.2 with respect to Recently-Constructed Theatres. The parties agree that the Stipulated Injunctive Order will require UATC to perform the obligations set forth in subparagraphs 4.4, 4.5, 4.6 and 4.7 with respect to Recently-Constructed Theatres. 4.4 Integrated Wheelchair Seating At The Rear Of All Auditoriums. UATC will provide Integrated Wheelchair Seating at the rear of all Auditoriums in Recently- Constructed Theatres, subject to the same conditions that are set forth in subparagraphs 3.1.1 -- 3.1.6. 4.5 Dispersed Wheelchair Seating in Auditoriums with Over 300 Seats. In all Auditoriums in Recently-Constructed Theatres with more than 300 seats, UATC shall provide at least two Dispersed Wheelchair Seats in the same manner as is set forth in subparagraphs 3.2.1 -- 3.2.4, except that all Dispersed Wheelchair Spaces shall be located in or on a level area. 4.6 Fixed Companion Seats. A 1-to-1 ratio of Fixed Companion Seats will be provided with respect to the number of Wheelchair Viewing Spaces required by ADAAG. 4.7 Dispersed Aisle-Side Seats with Raisable or Removable Armrests. UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Armrest in Auditoriums at its Recently Constructed Theatres in the same manner as is set forth in subparagraph 3.3. 4.8 Dispersed Semi-Ambulatory Seats In California. UATC will provide Dispersed Semi-Ambulatory Seats in Auditoriums at its Recently-Constructed Theatres in California in the same manner as is set forth in subparagraph 3.4. -21- 01-05651 4.9 Obligations Re Modifications to Recently-Constructed Theatres Subject to Approvals. UATC's obligations set forth in Paragraph 4 are subject to obtaining all necessary permits, consents and approvals from local building departments and other relevant governmental authorities, including but not limited to fire officials, without triggering any additional construction or remodel obligations or other requirements for substantial additional changes, such as creating accessible secondary exits, or changing existing Aisle Slopes. If such permits, consents and approvals cannot be obtained free of such additional conditions, then, UATC, Class Counsel, and the DOJ will negotiate to determine some alternative modification to improve accessibility which shall not impose any greater cost or other burden on UATC than the item of construction or modification which would have triggered the requirements for additional construction or remodel obligations. If the parties are unable to agree upon an alternative modification, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 4.10 Exception. Nothing in Paragraph 4 shall require UATC to modify Aisle Slopes, or to create accessible secondary exits at Recently Constructed Theatres. 5. Standards for Future Construction. 5.1 Elements of Future Construction Subject to the Stipulated Injunctive Order. UATC agrees that all Future Construction undertaken by UATC while the Stipulated Injunctive Order is in effect will include the following access features, among others: 5.1.1 Dispersed Wheelchair Seating. In Auditoriums with over 300 seats in Future Construction, UATC will provide Dispersed Wheelchair Seating, except where not required by ADAAG or, in California, by ADAAG or Title 24. When required, such seating shall be provided in the following manner: 5.1.1.1 Wheelchair Viewing Spaces will be in at least two different locations within an Auditorium, one of which will be other than in the back of the Auditorium. 5.1.1.2 Dispersed Wheelchair Seating spaces will be located on a level area the -22- 01-05652 dimensions of which comply with S 4.33.2 of ADAAG. 5.1.1.3 At least two Wheelchair Viewing Spaces, each with a Fixed Companion Seat adjacent to it, shall be located at a distance of from one-quarter to three- quarters of the way back from the screen, so long as these Wheelchair Viewing Spaces are no closer to the screen than the fourth row, and no farther from the screen than four rows from the back of the Auditorium. UATC may fulfill the requirements of this subparagraph by placing more than one such Wheelchair Viewing Space in the same row of seats. 5.1.1.4 Dispersed Wheelchair Seating spaces shall be located on an accessible route that complies with S 4.3 of ADAAG. 5.1.1.5 Subject to the requirements of this subparagraph 5.1.1., the particular area in which Dispersed Wheelchair Seating is placed may be determined by UATC in accordance with Sound Design Principles. 5.1.1.6 UATC will not be required to install more Wheelchair Viewing Spaces than the number required in S 4.1.3(19)(a) of ADAAG or, in California, by that section of ADAAG or by Title 24. 5.1.2 Integrated Wheelchair Seating. UATC will provide Integrated Wheelchair Seating in Auditoriums in Future Construction. A 1-to-1 ratio of Fixed Companion Seats will be provided with respect to the number of Wheelchair Viewing Spaces required by ADAAG. Regarding the location of Integrated Wheelchair Seating at the rear of Auditoriums, UATC will attempt, to the extent consistent with Sound Design Principles, to locate the Wheelchair Spaces so that (i) if there is a cross-aisle at the back of the Auditorium, the Wheelchair Viewing Spaces are located in front of such cross-aisle, and (ii) if there is an overhang, Wheelchair Viewing Spaces are not the only kind of -23- 01-05653 seating partly or fully located underneath the overhang. 5.1.3 Semi-Ambulatory Seats. In California, UATC will provide Dispersed Semi-Ambulatory Seats. UATC will not locate more than one of the required number of Semi-Ambulatory Seats in the front row of the Auditoriums. The number of Semi-Ambulatory Seats will be at least 1% of the total number of seats in each Auditorium, but in no case less than two. 5.1.4 Seats with Raisable or Removable Armrests. UATC will provide Dispersed Aisle-Side Seats with Raisable or Removable Armrests in all Auditoriums. The number of such seats shall be at least 1% of the total number of seats in each Auditorium, but in no case less than two. UATC need not provide Dispersed Aisle- Side Seats with Raisable or Removable Arm Rests to the extent that ADAAG is, or, for California, ADAAG and Title 24 are, hereinafter amended to remove any requirement for the provision of Aisle-Side Seats with Raisable or Removable Arm Rests. 5.1.5 Aisle Slopes. In California, Aisle Slopes in the Path of Travel directly to Wheelchair Viewing Spaces, Semi-Ambulatory Seats, and Aisle-Side Seats with Raisable or Removable Armrests will be no steeper than 1 in 12. 5.1.6 Work Stations. In California, at least one accessible lowered work station will be provided in all ticket booths and concession stands. Lowered work stations shall meet the maximum reach range requirements of Title 24, S 3105A(h). 5.1.7 Pony Walls. There will not be any Pony Walls in new construction. 5.2 Specialty Auditoriums Exception. This Settlement Agreement and the Stipulated Injunctive Order shall not apply to specialty Auditoriums, such as those Auditoriums designed and constructed for the purpose of showing an OMNI or an IMAX-type film. -24- 01-05654 5.3 Certain Elements of Future Construction Not Subject to the Stipulated Injunctive Order. 5.3.1 The parties agree that the only elements of Future Construction that are to be included in the Stipulated Injunctive Order are those specified above in subparagraph 5.1. 5.3.2 UATC further agrees that all elements of Future Construction that are not subject to the Stipulated Injunctive Order will be built in compliance with ADAAG; provided, however, that UATC shall not be deemed to have violated this Settlement Agreement, the ADA or ADAAG with respect to any deviation from ADAAG in connection with Future Construction which UATC can demonstrate fits within one of the exceptions that are or may be provided in the ADA or ADAAG from time to time (such as those currently appearing in SS 4.1.1.(5)(a), 2.2, or 3.2 of ADAAG). DISPUTE RESOLUTION, DEADLINES, MONITORING, FORCE MAJEURE AND ATTORNEYS FEES 6. Dispute Resolution and Modification. 6.1 Procedure. If a dispute arises regarding the interpretation, implementation or performance of or compliance with this Settlement Agreement or the Stipulated Injunctive Order to be entered pursuant hereto, including any dispute as to who is bound by said Agreement or Order, it shall be resolved as follows: 6.1.1 Notice of any invocation of this dispute resolution procedure shall be given to all parties. 6.1.2 The parties agree to first negotiate to discuss the dispute and to try to resolve it among themselves. 6.1.3 Second, if the parties are not able to resolve the dispute, the matter will be mediated by the Honorable Eugene F. Lynch, Judge, of the United States District Court for the Northern District of California, in which event attorneys fees and costs incurred in connection with the dispute are to be -25- 01-06655 awarded and paid in accordance with prevailing law, if at all. 6.1.4 Third, if the mediation with Judge Lynch does not result in a resolution of the dispute within 2 weeks of the date of such mediation with Judge Lynch, any party may make a motion for the resolution of the dispute by the Honorable Thelton E. Henderson, Judge, of the United States District Court for the Northern District of California, in which event attorneys fees and costs incurred in connection with the dispute are to be awarded and paid in accordance with prevailing law, if at all. In any such proceeding before Judge Henderson, any party may present evidence of Judge Lynch's recommendations, if any. 6.1.5 In the event that Judge Lynch is unable to serve with regard to this Settlement Agreement or the Stipulated Injunctive Order, the parties shall try to agree on a replacement, and in the event agreement is not reached, the parties will ask Judge Henderson to appoint a replacement. To the extent practicable, any dispute in this regard will be resolved as provided in this Paragraph 6. 6.2 Standards. Though not all disputes that might arise hereunder are predictable, the parties agree that for the following kinds of disputes, the following principles or standards shall apply, in general: 6.2.1 If, despite its good faith and reasonable efforts, UATC asserts that it is unable to implement certain of the terms of this Settlement Agreement or the Stipulated Injunctive Order, or is unable to implement them within the time provided for herein, the goal of dispute resolution will be to determine a substitute modification that meets the purposes of this Settlement Agreement. "Substitute modification," as used in this paragraph, means an alternative access improvement that will not be more expensive or otherwise burdensome for UATC than the one that UATC is unable to implement, and one that is consistent with -26- 01-05656 the purposes of this Settlement Agreement. "Purposes of this Settlement Agreement," as used in this subparagraph means those purposes set forth in Recital E above. 6.2.2 If a dispute arises because a party claims that unforeseen circumstances make this Settlement Agreement or the Stipulated Injunctive Order, or any part of either, unjust, any party may seek modification of the Settlement Agreement and/or Stipulated Injunctive Order, and any such modification should take into account the purposes of this Settlement Agreement and the Stipulated Injunctive Order, as described in Recital E of this Settlement Agreement, and the circumstances that allegedly make the provision(s) unjust. 6.2.3 The resolution of any other dispute should take into account the purposes of this Settlement Agreement and Stipulated Injunctive Order as set forth in Recital E. 7. Time Periods for Performing Modifications and Duration of Injunction. 7.1 Time Periods for Modifications of Existing Theatres. The following are the time periods within which UATC must satisfy the obligations described in Paragraph 3: 7.1.1 Exhibit A Theatres: Modifications must be complete on or before September 30, 1996. 7.1.2 All Other Existing Theatres (except Recently- Constructed Theatres) Within the State of California: Modifications must be complete on or before July 6, 1998. 7.1.3 All Other Existing Theatres (except Recently- Constructed Theatres) Within the United States and Outside of California: Modifications must be complete on or before July 6, 2001. 7.2 Time Periods For Performing Modifications of Recently- Constructed Theatres. UATC must complete the corrections required for Recently-Constructed Theatres in Paragraph 4, if any, by June 30, 1997, unless otherwise specified in Paragraph 4. -27- 01-05657 7.3 Duration of Standards for Future Construction. The standards in Paragraph 5 shall apply for 12 years after July 6, 1995, or until July 6, 2007. 7.4 Duration of Injunction. The Stipulated Injunctive Order shall be effective until July 6, 2007. 8. After-Acquired, Sold, Closed and Lease-ending Theatres. 8.1 After-Acquired Theatres. Any theatres acquired by UATC after the Effective Date are not subject to or covered by this Settlement Agreement or the Stipulated Injunctive Order. 8.2 Lease Expirations of Existing and Recently-Constructed Theatres. If the lease of an Existing Theatre or Recently-Constructed Theatre is renewed within one year of the applicable deadline for conducting modifications under Paragraph 7, then the deadline for completing modifications to such theatre shall be extended to 18 months following such renewal. 8.3 Existing or Recently-Constructed Theatres Which Are Sold or Closed During the Relevant Time Period. Any Existing or Recently-Constructed Theatre which is sold or closed prior to the applicable deadline for modifications need not be modified. Nothing herein will prohibit UATC from selling, closing or otherwise terminating operations at any Theatre Location. 9. Monitoring and Inspections. 9.1 To assure Plaintiffs, the Class, and the DOJ that the modifications required under Paragraphs 3 and 4 are being made and compliance with Paragraph 5 is being implemented, the parties agree as follows: 9.1.1 UATC will provide a written statement to Class Counsel and the DOJ once every 6 months which describes the types of modifications performed within the prior 6 month period and identifies the Theatre Location(s) at which such work was performed and identifies any newly constructed theatre(s). The statement will cover the topics specified on Exhibit D hereto. 9.1.2 Plaintiffs will select a qualified individual or individuals to inspect various Theatre Locations from time to time for the purpose -28- 01-05658 of assuring Plaintiffs and UATC that the terms of the Stipulated Injunctive Order are being reasonably met. UATC shall have the right to approve the selection of the individual(s), which approval shall not be unreasonably withheld. 9.1.3 UATC will pay Class Counsel the total sum of $75,000 in six equal annual installments, with the first annual installment to be paid within 60 days after Final Approval, and the following annual installments to be paid each January 5 for the next five years (i.e., with the second and subsequent installments due on January 5, 1997, January 5, 1998, January 5, 1999, January 5, 2000 and January 5, 2001) for expenses relating to monitoring and inspections of the Theatre Locations and newly constructed theatres and reports thereon, including such expenses as the inspector's fees and any attorneys fees and costs incurred by Plaintiffs. If Plaintiffs can demonstrate that there has been substantial non-compliance by UATC with the terms of the Stipulated Injunctive Order, they may request an additional, reasonable sum for further inspection and related expenses (including attorneys' fees and costs). 9.1.4 Six years after Final Approval, Plaintiffs and UATC shall meet and confer to discuss whether any additional inspection is necessary or appropriate for the remainder of the life of the Stipulated Injunctive Order, and, if so, what, if any, compensation to Plaintiffs therefor is necessary and appropriate. If the parties are unable to agree, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 9.1.5 The inspector will notify UATC at least one week in advance of each inspection of a Theatre Location, and will obtain the prior written consent of UATC's in-house legal counsel to enter the premises. 9.1.6 Following each inspection, the inspector will write a report of his or her findings -29- 01-05659 regarding compliance and will contemporaneously provide UATC, Class Counsel, and the DOJ with copies of the report and any other documents regarding the results of his or her inspection. 9.2 During the time the Stipulated Injunctive Order is in effect, the DOJ may, upon reasonable notice to UATC's in-house counsel, review compliance with the Stipulated Injunctive Order and with Paragraphs 4 and 5 of this Settlement Agreement. 9.3 If Class Counsel or the DOJ believes that any element of any Recently-Constructed Theatre or Future Construction does not comply with ADAAG, they shall notify UATC of the alleged noncompliance. UATC shall have a reasonable period of time in which to consider the notice and, if UATC agrees with the determination of non-compliance, to correct the noncompliance. 9.4 If Class Counsel, the DOJ and UATC are unable to agree as to whether any element of any Recently-Constructed Theatre or Future Construction complies with ADAAG, or the measure(s) to be taken in response to any alleged noncompliance, or the period of time during which corrective action is to be taken, they shall submit the matter to dispute resolution in accordance with Paragraph 6. 10. Force Majeure. Failure of a party to perform any of its obligations hereunder shall not subject such party to any liability or remedy for damages, or otherwise, where such failure is occasioned in whole or in part by acts of God, fires, accidents, earthquakes, explosions, floods, wars, interruptions of or delays in transportation, labor disputes or shortages, shortages of materials or supplies, governmental laws, restrictions, rules or regulations, riots, sabotage or any other similar or different circumstances or causes beyond the reasonable control of such party. 11. Attorneys Fees. 11.1 For purposes of this Paragraph, "fees and expenses" includes not only fees and costs incurred for lawyer, paralegal and law firm or advocacy firm staff time and expenses, but also fees and expenses incurred by or to experts, consultants, vendors and service providers on behalf of Plaintiffs and the Class -30- 01-05660 11.2 UATC shall pay Class Counsel the sum of $1,500,000 on or before 5 business days after Final Approval of the Settlement ("Full Settlement Attorney's Fees"), unless UATC elects to void the damages portion of the settlement following more than 40 Class members opting out of the Class, pursuant to Paragraph 13.5. In the event that UATC so elects, then UATC shall pay a portion of this total amount ("Partial Settlement Attorney's Fees"), which portion shall be determined through negotiation between the UATC and Class Counsel, or, if that is not successful, through the dispute resolution procedures set forth in Paragraph 6. 11.3 Payment by UATC of the Full Settlement Attorney's Fees shall be in complete satisfaction of any and all claims for attorneys' fees and expenses under federal or state law which Plaintiffs, the Class or their counsel have or may have against UATC arising out of or in connection with the Arnold Litigation and its settlement, including but not limited to any claims for fees and expenses involved in litigating the Arnold Litigation, and negotiating and implementing this Settlement Agreement or the Stipulated Injunctive Order, including fees and expenses incurred through the final disposition and termination of the Arnold Litigation; provided, however, that this sum does not include the payment to be made to Class Counsel pursuant to Paragraph 9. 11.4 Alternatively, payment by UATC of the Partial Settlement Attorney's Fees shall be in complete satisfaction of any and all claims for attorneys' fees and expenses under federal or state law which Plaintiffs, the Class or their counsel have or may have against UATC arising out of or in connection with the portion of the Arnold Litigation and its settlement which portion does not arise out of the damage claims by Plaintiffs or the Class, including but not limited to any claims for fees and expenses involved in litigating the Arnold Litigation, and negotiating and implementing this Settlement Agreement and the Stipulated Injunctive Order (save for those fees incurred in negotiating with respect to the damages portion of the settlement); provided, however, that this sum does not include the payment to be made to Class Counsel pursuant to Paragraph 9. 11.5 Class Counsel, not UATC, are responsible to pay all of the vendors, experts, and other providers of services or goods to or for the benefit of Plaintiffs or the -31- 01-05661 Class who do or may have a claim or right of compensation in connection with the Arnold Litigation. 11.6 Nothing in this Paragraph 11 is intended to remove or alter UATC's obligations to pay certain costs and expenses of implementing this settlement, which obligations are specifically set forth elsewhere in this Settlement Agreement. 11.7 UATC and the DOJ shall, as between them, each bear their own attorneys' fees and costs. CLASS DEFINITION, NOTICE, CERTIFICATION AND DAMAGE PROVISIONS 12. Settlement Class. 12.1 Motion to Amend Complaint and Expand the Class. Plaintiffs will make a motion to amend their complaint to address UATC Theatre Locations outside of California, to clarify or amend certain of the contentions being made, and to expand the Class, all for settlement purposes. UATC will stipulate to the granting of that motion after review and so long as it is reasonable, and assuming the preconditions to closing of this settlement have been met. Pursuant to such stipulation and motion, the Court is expected to issue an order concurrently with Final Approval of the settlement which, inter alia, expands the class previously certified to include the Class as defined herein (see Paragraph 17 and Exhibit Q). 12.2 Class Definition. The Class shall be defined to be comprised of the following three subclasses, (collectively, the "Class"): 12.2.1 Subclass A: All persons who have or claim they have, or will have or will claim they have, been denied full and equal access to or been discriminated against under Title III of the ADA or regulations promulgated thereunder, or similar federal law, at or in connection with one or more of UATC's Theatre Locations in the United States, because they are Persons with Mobility Disabilities or are companions of such persons, and have or will have been or claim or will claim to have been aggrieved by one or more physical access barriers at any such theatre, or are persons who could otherwise assert a claim regarding -32- 01-05662 the physical access barriers at any such Theatre Location. 12.2.2 Subclass B: All persons who have or claim they have, or will have or will claim they have, been denied full and equal access to or have suffered discrimination under California law at or in connection with, or have otherwise been harmed by, one or more of UATC's Theatre Locations in California which have been constructed, renovated, and/or remodeled since July 1982, because they are Persons with Mobility Disabilities, or are companions of such persons, and have or will have entered and utilized, or have or will have attempted to enter and utilize, one or more of such theatres, encountered or will encounter one or more physical access barriers, and assert they are entitled to damages, or are persons who could otherwise have asserted a claim regarding the physical access barriers at any such theatre. 12.2.3 Subclass C: All Persons with Mobility Disabilities who attended or attempted to attend or will attempt to attend one of UATC's Exhibit A Theatres at least once since July 1982 and were or will be or claim they were or will be thereafter deterred from patronizing such a Theatre Location under California law due to one or more physical access barriers, or are persons who could otherwise have asserted a claim under California law regarding the physical access barriers at any such theatres. 12.3 In the event the conditions in Paragraph 2 are not met, UATC reserves the right to continue to object to certification of any class in the Arnold Litigation. 13. Notice to Class of Pendency of Action, Binding Effect, Opt Out Rights, and Proposed Settlement. 13.1 Notice by UATC. UATC shall effect notice of the pendency of the Arnold Litigation, the right of any members of Subclass B to opt out of the portion of the Arnold Litigation wherein Plaintiffs and the Class seek damages with respect to Exhibit A Theatres, and the settlement, at its own expense, as follows: 13.1.1 UATC shall place a notice, in the form of Exhibit E, in the legal section of a newspaper of general circulation in each county outside of California in which it has -33- 01-05663 a Theatre Location, and shall place a notice, in the form of Exhibit F, in the legal section of a newspaper of general circulation in each county in California in which it has a Theatre Location. Said notices shall be published once in each newspaper. The publication shall be completed no later than 15 days after Preliminary Approval of the Settlement Agreement. 13.1.2 UATC shall post a notice, in the form attached hereto as Exhibit G, in the box office area of each of its Theatre Locations in California. UATC shall post a notice, in the form attached hereto as Exhibit H, in the box office area of each of its Theatre Locations outside of California. Said notices shall be posted within 15 days after Preliminary Approval of the Settlement Agreement and will remain posted until the end of the Opt Out Deadline specified in subparagraph 13.4.1. 13.2 Notice by Class Counsel. Commencing at the time of Preliminary Approval of the Settlement Agreement, Class Counsel shall provide the notice in the form of Exhibit F to all persons whom they believe to be members of the Class and to all persons who request the notice, as well as to the organizations listed in Exhibit I. Class Counsel shall complete the mailing of these notices by 10 days after Preliminary Approval. UATC shall pay the reasonable and necessary photocopying and postage costs, not to exceed $2,500 without further specific approval of UATC, which shall not be unreasonably withheld, of the distribution of notice described in this subparagraph. Class Counsel shall provide UATC an accounting of all expenses hereunder. 13.3 Toll-Free Telephone. Commencing at the time of Preliminary Approval of the Settlement Agreement, and ending 120 days after Final Approval, UATC shall pay the cost of one toll-free incoming and outgoing telephone line to the offices of DREDF to be used for purposes only of responding to inquiries by Class members regarding the Arnold Litigation or the settlement thereof. DREDF shall arrange for the installation and maintenance of the toll-free line. -34- 01-05664 13.4 Binding Effect and Opt Out Right. 13.4.1 Whether or not the Settlement Agreement is finally approved, all members of Subclass B as defined above may elect to opt out of the portion of the Arnold Litigation wherein Plaintiffs seek damages respecting the Exhibit A Theatres by filing with the Clerk of the Court a written request for exclusion from the class filed or postmarked no later than 45 days after Preliminary Approval of the Settlement Agreement (the "Opt-Out Deadline"). All members of the Subclass who do not timely opt out of that portion of the action shall be bound by the resolution of any and all issues arising in connection with Plaintiffs' damages claims respecting the Exhibit A Theatres, including but not limited to the damages provisions of the Settlement Agreement should those provisions not be voided pursuant to subparagraph 13.5 below. 13.4.2 If the Settlement Agreement is given Final Approval, all Class members shall be bound by all injunctive and declaratory relief provisions of the Settlement Agreement and orders issued pursuant thereto, including the Stipulated Injunctive Order. 13.4.3 If the Settlement Agreement is given Final Approval, it shall operate as a full and complete release of all the Released Claims of all Plaintiffs and all members of all subclasses of the Class and as an effective covenant not to sue. 13.5 UATC's Option to Void Part of Settlement Agreement. If more than 40 timely requests are filed to opt out of the portion of the Arnold Litigation wherein Plaintiffs seek damages respecting the Exhibit A Theatres by actual members of Subclass B, UATC, upon written notice to the Court and opposing parties within 8 days of the opt out deadline, may withdraw from, and void the provisions of this Settlement Agreement relating to Plaintiffs' damages claims respecting Exhibit A Theatres. 13.6 Fairness Hearing. The Court shall hold a hearing to assess the fairness of the proposed Settlement Agreement and to decide whether there will be Final -35- 01-05665 Approval of the Settlement Agreement ("Fairness Hearing"). This hearing shall take place 55 days after the Preliminary Approval of the Settlement Agreement, or as soon thereafter as the Court may set. 13.7 Objections To Settlement. Any member of the Class may object to the proposed settlement by filing, within 45 days after the date of Preliminary Approval of the Settlement Agreement, written objections with the Clerk of the Court. Only such objecting Class members shall have the right, if they seek it in their objection, to present objections orally at the Fairness Hearing. 14. Damages Distribution Procedure. 14.1 Deposit to Settlement Account. Within 5 business days after the Final Approval of this Settlement Agreement, UATC shall deposit or wire transfer $429,500 in or to the Settlement Account. Upon deposit, these sums are and shall be deemed to be for the benefit of members of Subclass B, and any interest income earned thereon shall accrue to the Settlement Account for the benefit of that Subclass. Said Settlement Account shall be designated as a settlement fund pursuant to I.R.C. 468B. Any required tax return for interest income to the Settlement Account shall be prepared by the accounting firm of KPMG Peat Marwick, and Class Counsel may select any office of KPMG Peat Marwick in California to perform such services. Class members and their counsel shall cooperate with KPMG Peat Marwick by supplying all necessary documents and information reasonably requested by KPMG Peat Marwick. The first $1,000 of expenses of KPMG Peat Marwick in providing tax services shall be paid from the Settlement Account, and if the expenses exceed $1,000, UATC shall pay the excess. 14.2 Taxes. All required taxes shall be paid or reserved for out of the Settlement Account before distribution of any moneys therefrom to any member of Subclass B or to Class Counsel. UATC is not obligated to compute, report or pay any taxes on behalf of the Settlement Account, any Plaintiff, or any member of the Class, or Class Counsel. 14.3 Payments to Named Plaintiffs. No later than 5 business days after Final Approval of the Settlement Agreement, UATC shall pay the total sum of $70,500 for the benefit of the Plaintiffs in this action (listed hereinbelow) by check or checks delivered to Class Counsel and made -36- 01-05666 payable pursuant to the direction of Class Counsel who shall, on behalf of the named and proposed named Plaintiffs, ensure the following distribution of those funds: Connie Arnold and Ann Cupolo: $12,500 each; Howard Ripley, Juliana Cyril, Cinde Soto: $7,500 each; Ana Berlowitz: $5,000; Ralph Boemio, Guy Thomas, Valerie Vivona, Nancy Ferrerya, Elizabeth Twaddel and Jacqueline Kehl: $3,000 each. UATC's delivery of the check or checks to Class Counsel totalling $70,500 shall fulfill UATC's obligations of payment hereunder to the Plaintiffs. Such payments shall be disclosed in the settlement notice described in subparagraph 13.1.1. No recipients of sums pursuant to this subparagraph shall be entitled to make a claim for additional damages under the damage claims procedure described in Paragraph 15. 14.4 Notice of Damage Claims Procedure. Notice of the damage claims process shall be effected as follows: 14.4.1 No later than 15 days after Final Approval of the Settlement Agreement, the notice attached as Exhibit J and claim form attached as Exhibit K shall be mailed by Class Counsel to all persons they believe to be members of Subclass B, and any other persons who request a claim form before the deadline for returning it. 14.4.2 No later than 15 days after Final Approval of the Settlement Agreement, UATC shall post the notice attached as Exhibit L at each box office area of the Exhibit A Theatres, with the notice facing patrons. Said notice shall remain posted for a period of 35 days. 14.4.3 No later than 15 days after Final Approval of the Settlement Agreement, Class Counsel shall distribute the notice attached as Exhibit M to those organizations listed on Exhibit N and ask them to post and distribute it. If practicable, Class Counsel shall cause the notice to be published once in the applicable newsletter of each organization, if said publication can be effected no later than 30 days prior to the deadline for filing claims. If such publication is not practicable, Class Counsel shall cause the notice and claim form in the form of Exhibits J and K to be mailed, if -37- 01-05667 practicable and subject to the cost limit set forth in subparagraph 14.4.5, to persons on relevant mailing lists of said organizations if such lists can be obtained. Class Counsel may commence the placement of such notices in newsletters pursuant to this paragraph any time after Final Approval of the Settlement Agreement. Class Counsel shall limit distribution, if feasible, to California. 14.4.4 No later than 20 days after Final Approval of the Settlement Agreement, UATC shall publish the notice attached as Exhibit M in the following newspapers to be run on one Sunday in the movie section, at 1/8 page size, and one weekday in the general section, at 1/16 page size: San Francisco Chronicle/Examiner; Oakland Tribune, Hayward Daily Review; Los Angeles Times; Pasadena Star News; Orange County Times; Merced Sun; Sacramento Bee; San Diego Union; Bakersfield Californian; Fresno Bee. 14.4.5 UATC shall bear all reasonable costs and expenses of notice as set forth in subparagraph 14.4, except that its cost obligation for subparagraph 14.4.1 shall be limited to a maximum of $3,000, and its cost obligation for subparagraph 14.4.3 shall be limited to a maximum of $3000. If necessary to fulfill notice obligations, Class Counsel may, for good cause shown, seek additional reimbursement from UATC for additional costs incurred under subparagraph 14.4.1 only, not 14.4.3. All costs to be borne by UATC pursuant to subparagraphs 14.4.1 and 14.4.3 shall be limited to actual cost of materials, photocopying (at $.25 per page, which rate is and shall be deemed full compensation for Class Counsel's and the organizations' staff time in copying materials and stuffing envelopes and mailing) and postage. Plaintiffs, through Class Counsel, shall provide a detailed accounting for all costs for which they seek reimbursement or payment pursuant to this subparagraph 14.4.5. -38- 01-05668 15. Claims Process. 15.1 In order for a claim to be timely, members of Subclass B must complete the claims form, Exhibit K, and return it to DREDF (or its designated mail box) postmarked no later than 90 days after Final Approval of the Settlement Agreement. Class Counsel shall review the claim forms for completeness. Class Counsel may ask for additional information, including additional proof of disability, in order to determine Class member status and the validity of the claim. Based on this review, Class Counsel shall determine which members of Subclass B have made valid claims pursuant to the criteria specified below. UATC shall play no part in this determination. Claim forms must be signed under penalty of perjury. 15.2 To make a valid claim, a claimant must be a member of Subclass B who: (a) at the time of attendance or attempted attendance at an Exhibit A Theatre, was or is a Person with a Mobility Disability who (i) used or uses a wheelchair or motorized scooter or similar device for mobility or (ii) was or is semi-ambulatory and due to such disability would benefit from provision of theatre seats with 24" clear leg room located in the middle and/or back of Auditoriums; (b) have entered and utilized or attempted to enter or utilize one or more of the Exhibit A Theatres between July 9, 1988, with respect to the Emery Bay Theatre, or December 23, 1989, with respect to all other Exhibit A Theatres, and the date of the Stipulated Injunctive Order; and (c) experienced one or more of the following at that time: (i) sat in the aisle or in the back of the Auditorium behind a Pony Wall, (ii) was with a companion and was not provided level Integrated Wheelchair Seating alongside Companion Seats, (iii) in Auditoriums with over 300 seats, there was no Dispersed Wheelchair Seating, (iv) if the claimant was a Semi-Ambulatory Person, was provided no seating with at least 24 inches clear space in front of the seat, other than in the front row, (v) encountered or was impeded by barriers to access into or within restrooms; or (vi) encountered or will encounter other impediments to access in the Path of Travel to or within Exhibit A Theatres, including but not limited to Auditoriums. 15.3 Claimants who qualify under subparagraph 15.2 may also claim, for dates after their first date of attendance or attempted attendance, that due to their knowledge of the conditions listed in subparagraph 15.2, they were -39- 01-05669 thereafter deterred from returning to a Theatre Location. A claimant may make a combined total of four claims under subparagraphs 15.2 and 15.3. 15.4 Except as provided in subparagraph 15.5, each valid claim shall entitle the claimant to a maximum of $250, or a total claims maximum of $1,000. 15.5 Class Counsel shall calculate the share of each claimant in the Settlement Account. After payment of or provision for taxes in respect of the Settlement Account's interest income (if any), Class Counsel shall mail claim awards to the last known address of each claimant who submitted a valid claim or claims. Returned and/or unclaimed funds shall, after 45 days of attempted distribution (including any remailing), be returned to the Settlement Account for distribution pursuant to subparagraph 15.6 below. In the event that the total amount of valid claims exceeds the amount in the Settlement Account after payment or provision for taxes, the distribution shall be reduced, as follows: all claimants shall first be allocated $250; if insufficient funds are available, the moneys in the Settlement Account shall be divided per capita among all claimants. Funds remaining in the Settlement Account shall be allocated on a per claim pro rata basis (not counting the first claim) for all claimants with more than one valid claim as follows: 15.5.1 If sufficient funds remain to cover all or part of each valid second claim submitted by claimants, then such second claims shall be paid either in full or on a reduced, per capita basis. 15.5.2 If sufficient funds then remain to cover all or part of all of each valid third claim submitted by claimants, then such third claims be paid either in full or on a reduced, per capita basis. 15.5.3 Finally, if sufficient funds then remain to cover part of each valid fourth claim submitted by claimants, then each such claim shall be paid in part on a reduced, per capita basis. 15.6 If the valid claims and taxes do not exhaust the Settlement Account, Class Counsel shall have the discretion to allow late claims where there is -40- 01-05670 reasonable cause for lateness (e.g., lack of notice) filed after the deadline up to 30 days thereafter. After taxes are deducted, and all claim awards are distributed, if there is a balance of remaining funds (including unclaimed funds) in the Settlement Account, it shall be distributed to the groups and in the manner listed in Exhibit O. All donations are to be used to advance the civil rights of Persons with Mobility Disabilities. 15.7 Class Counsel shall file and serve a report of all distributions from the Settlement Account no later than 30 days following the last payment to a claimant from the Settlement Account. The report shall state the number of valid claims, the total amounts paid from the Account, and when the last payment was made. Class Counsel shall at that time provide UATC with a copies of all claim forms received, and shall clearly indicate which were allowed. 15.8 At any time, should any individual(s) make a claim outside of the Arnold Litigation against UATC regarding any issue covered by this Settlement Agreement, on UATC's request, Class Counsel will confirm to UATC whether or not such individual or individuals has or have submitted a claim against the Settlement Account and shall provide copies of all claim forms and attachments and non-privileged correspondence received from such individual(s). 15.9 UATC shall not be obligated to pay any legal fees or costs to Plaintiffs or Class Counsel in connection with the administration of the claims process or Settlement Account other than by paying the amount described in Paragraph 11. 15.10 For good cause shown, if there are any surplus funds in the Settlement Account after distribution to claimants, the Court may approve the payment of additional fees to Class Counsel from the balance of the Account prior to distribution to disability rights groups as provided in subparagraph 15.6. "Good cause," as used in this subparagraph, means a showing that the legal work undertaken by Class Counsel which was necessary and appropriate in connection with the administration of the settlement fund was valued at greater than the $37,000 amount allocated by Class Counsel to claims administration from the total attorneys fees payment of $1,500,000. -41- 01-05671 16. Payments To the DOJ Complainants. Any time within one (1) year after Final Approval of this Settlement Agreement, a DOJ Complainant may submit a notarized Release and Covenant Not To Sue, in the form attached hereto as Exhibit Q, executed by that DOJ Complainant, and, if applicable, the individual who sent a letter of complaint to the DOJ on behalf of that DOJ Complainant, to UATC. No later than 10 business days after UATC's receipt of such a notarized Release and Covenant Not To Sue, UATC shall provide to the DOJ a check in the amount of $1,000.00, payable to that DOJ Complainant. The DOJ shall be responsible for forwarding the checks from UATC to the DOJ Complainants. All required taxes shall be paid by the DOJ Complainant receiving the $1,000.00 payments. UATC is not obligated to compute, report or pay any taxes on behalf of any DOJ Complainant. ORDERS AND DISMISSALS 17. Entry of Stipulated Injunctive Order. The parties jointly shall request the Court to enter the Stipulated Injunctive Order in the form attached hereto as Exhibit P, upon Final Approval of this Settlement Agreement. 18. Judgment and Order Effecting Settlement. The parties jointly shall request the Court to enter the Judgment and Order Approving the Settlement, Certifying the Settlement Class, Granting Leave to File a Third Amended Complaint, a Granting the DOJ's Request to Intervene, in the form attached hereto as Exhibit R, to be entered concurrently with the Court's Final Approval of the settlement. 19. Dismissal of Arnold Litigation. Within 5 business days following the expiration of the Stipulated Injunctive Order, Plaintiffs, the Class and the DOJ shall provide to UATC's counsel a signed form of Request for Dismissal of their claims in the Arnold Litigation, with Prejudice, pursuant to Fed. R. Civ. P. 41, in a form ready for filing with the Court. -42- 01-05672 RELEASES AND COVENANTS NOT TO SUE 20. Releases and Covenants Not to Sue by Plaintiffs and the Class. 20.1 In exchange for good and valuable consideration, including UATC's agreement to undertake and perform the modifications with respect to its Existing Theatres and Recently-Constructed Theatres, as specified in Paragraphs 3 and 4, to follow certain standards with respect to Future Construction, as specified in Paragraph 5, and to fund the Settlement Account as described in Paragraph 15, Plaintiffs, on behalf of themselves, and, to the fullest extent permitted by law, on behalf of all Class members and all persons purporting to claim under them, including heirs and assigns, children, spouses and significant others and companions ("Releasing Parties"), do hereby release, acquit, waive, and forever discharge UATC and all of UATC's predecessors, successors, affiliates, assigns, officers, directors, employees, attorneys, agents, insurers, owners, shareholders, parent companies and subsidiaries (the "Released Parties"), from any and all of the Released Claims, as defined in subparagraphs 20.2 and 20.3. None of the Releasing Parties may at any time assert any of the Released Claims against any of the Released Parties. 20.2 The Released Claims are: 20.2.1 Existing Theatres. All claims, rights and contentions for declaratory or injunctive relief, penalties or damages under California or federal law which were or could have been asserted by the Plaintiffs or the Class in the Arnold Litigation with regard to Existing Theatres in California, and under federal law with regard to Existing Theatres outside California, to remove any physical barrier (or alleged barrier) to access, to alter or modify the Existing Theatre(s) to provide or improve access, or otherwise to obtain relief for injuries arising out of or relating to the physical access features of the design, construction or condition of the Existing Theatre(s). 20.2.1.1 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or -43- 01-05673 contention under federal or California law, whenever brought, that secondary exits or aisle slope steepness in Existing Theatres are inaccessible or are barriers that should be removed. 20.2.1.2 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention under federal or California law that the concession stands or box offices of Existing Theatres are inaccessible to the public or are barriers that should be removed. 20.2.2 Recently Constructed Theatres. All claims, rights and contentions for declaratory or injunctive relief, penalties or damages under California or federal law which were or could have been asserted by the Plaintiffs or the Class in the Arnold Litigation with regard to Recently-Constructed Theatres in California, and under federal law with regard to Recently-Constructed Theatres outside California, to remove any physical barrier (or alleged barrier) to access, to alter or modify the Recently-Constructed Theatre(s) to provide or improve access in any respect, or otherwise to obtain relief for injuries arising out of or relating to any elements of the physical access features of the design, construction or condition of the Recently- Constructed Theatre(s). 20.2.2.1 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention under federal or California law, whenever brought, that secondary exits or aisle slope steepness in Recently-Constructed Theatres are inaccessible or are barriers that should be removed. 20.2.2.2 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention under federal or California law that the concession stands or box offices of Recently-Constructed Theatres -44- 01-05674 are inaccessible to the public or are barriers that should be removed. 20.2.3 Future Construction. All claims, rights and contentions for declaratory or injunctive relief, penalties or damages under California or federal law which were or could have been asserted by the Plaintiffs or the Class in the Arnold Litigation with regard to Future Construction in California, and under federal law with regard to Future Construction outside California, for alleged failure to comply with laws or regulations governing physical access in any respect, to remove any physical barrier (or alleged barrier) to access, to alter or modify Future Construction to provide or improve access in any respect, or otherwise to obtain relief for injuries arising out of or relating to any elements of the physical access design, construction or condition of Future Construction. 20.2.3.1 The Released Claims do not include claims or contentions regarding the proper floor slope steepness in auditorium aisles, in Future Construction in California, leading to seats other than Semi-Ambulatory Seating, Aisle-Side Seats with Raisable or Removable Arm-Rests, or Wheelchair Viewing Spaces. 20.2.3.2 The Released Claims do not include claims or contentions regarding specialty Auditoriums, such as those Auditoriums designed or constructed for the purpose of showing an OMNI or IMAX- type film, in Future Construction. 20.2.3.3 Without limiting or expanding the foregoing, and by way of example only, the Released Claims include any claim or contention that the concession stands or box offices of Future Construction in California are inaccessible to the public or employees or are barriers that should be removed or are violative of any provision of California law. The Released Claims also include any claim -45- 01-05675 or contention under federal law that the concession stands or box offices of Future Construction in other states are inaccessible to the public or are barriers that should be removed. 20.3 Any contention or claim based on the alleged failure of the Released Parties to comply with the requirements of this Settlement Agreement or the Stipulated Injunctive Order, or to comply with such requirements within the time allotted, is a Released Claim except to the extent it may be asserted in the manner set forth in Paragraph 6. 20.4 Each Plaintiff, and to the fullest extent allowed by law, each Class member, is prohibited from ever asserting a Released Claim, and from commencing, joining in or voluntarily assisting in a lawsuit or adversary proceeding, against the Released Parties arising out of, regarding, or relating to the Released Claims set forth above. 20.5 Each Plaintiff warrants and represents that no one other than he or she has any right, claim or cause of action against the Released Parties arising out of the alleged instance or instances in which he or she was allegedly discriminated against or was allegedly denied full and equal access to or at a UATC Theatre Location. This warranty and representation shall survive the execution of this Settlement Agreement and the dismissal of the Arnold Litigation. Each Plaintiff shall hold the Released Parties harmless from and against any claims, damages, litigation, causes of action, and expenses, including reasonable attorneys fees, resulting from any breach by him or her of this warranty and representation, including any breach of his or her release of his or her Released Claims. 20.6 Each Plaintiff, and, to the fullest extent permitted by law, each Class member, expressly waives any and all rights and benefits regarding unknown rights or claims which are conferred or which may be conferred upon him or her by the provisions of S 1542 of the California Civil Code or any similar law of any applicable jurisdiction. Section 1542 reads as follows: CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN -46- 01-05676 BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. By way of example, and not by limitation of the foregoing: Each Plaintiff and, to the fullest extent permitted by law, each Class member, assumes full responsibility for unknown or later-discovered or later-occurring injuries, damages, losses, costs, fees or liabilities within the scope of the Released Claims. Each Plaintiff and, to the fullest extent permitted by law, each Class member, acknowledges that he or she may later discover facts different from, or in addition to, those he or she now knows or believes to be true respecting the Arnold Litigation or the subject matter thereof, including but not limited to suffering future (alleged) denials of full and equal access or discrimination at UATC Theatre Locations arising out of physical access conditions (or lack thereof). Each Plaintiff and, to the fullest extent permitted by law, each Class member, assumes the risk of such facts or events. Each Plaintiff and, to the fullest extent permitted by law, each Class member, agrees that such facts or events are included within the Released Claims. 20.7 In addition to the foregoing, a Releasing Party may not assert a claim against a Released Party at any time to the effect that: (a) additional barrier removal is or became required or Readily Achievable during the pendency of the Stipulated Injunctive Order, under any circumstances, or, (b) additional barrier removal is or became required or Readily Achievable after the termination of the Stipulated Injunctive Order, unless there has been and such claim is based upon a material, substantial and unforeseeable change in circumstances (except that, with regard to the circumstance of UATC's future financial condition, the prerequisite of unforeseeability does not apply) or due to a change in the law. 21. Release and Covenant Not to Sue by DOJ. In exchange for good and valuable consideration, including UATC's agreement to undertake and perform the modifications with respect to its Existing Theatres and Recently-Constructed Theatres, as specified in Paragraphs 3 and 4, and to follow certain standards with respect to Future Construction, as specified in Paragraph 5, the DOJ agrees as follows: 21.1 The DOJ hereby releases and forever discharges any claims or causes of action against the Released Parties -47- 01-05677 (as defined in Paragraph 20.1) related to or arising out of any matters that are or could have been asserted by Plaintiffs, the Class, or the DOJ in the Arnold Litigation. 21.2 The DOJ will not at any time commence any investigation of the Released Parties or file any civil action against the Released Parties related to any matter covered by this Settlement Agreement or the Stipulated Injunctive Order (except that, pursuant to Paragraph 9.2, the DOJ may review UATC's compliance with this Settlement Agreement or the Stipulated Injunctive Order). 21.3 For example, and not by way of limitation: (a) the DOJ releases and may not ever sue the Released Parties on claims to the effect that prior to or during the life of the Stipulated Injunctive Order it became Readily Achievable to remove a barrier to access at an Existing Theatre or on claims concerning compliance with ADAAG at Recently-Constructed Theatre, and (b) the DOJ may not sue a Released Party contending that modifications undertaken by UATC at an Existing Theatre or Recently- Constructed Theatre pursuant to this Settlement Agreement and/or the Stipulated Injunctive Order do not comply with ADAAG. Provided, however, that (1) the DOJ does not release and is not prohibited from investigating or suing regarding Theatre Locations newly constructed after the termination of the Stipulated Injunctive Order and (2) the DOJ may assert the claims described in clause (b) of this subparagraph in accordance with the dispute resolution procedures of Paragraph 6. 21.4 In addition to the foregoing, the DOJ may not assert a claim against a Released Party at any time to the effect that (a) additional barrier removal is or became Readily Achievable during the pendency of the Stipulated Injunctive Order, under any circumstances, or, (b) additional barrier removal is or became required or Readily Achievable after the termination of the Stipulated Injunctive Order, unless there has been and such a claim is based on a material, substantial and unforeseeable change in circumstances (except that, regarding the circumstance of UATC's future financial condition, the prerequisite of unforeseeability does not apply) or due to a change in the law. -48- 01-05678 MISCELLANEOUS 22. Cooperation. 22.1 Cooperation of Plaintiffs and Class Counsel Regarding UATC's Claims Versus Architects. Plaintiffs and Class Counsel shall cooperate with UATC in the prosecution of UATC's claims for indemnity and contribution against the architects of the Exhibit A Theatres. As used herein, for Plaintiffs and Class Counsel to "cooperate" means (a) at UATC's request, to make themselves available, at reasonable times and locations and for reasonable amounts of time without charge to UATC (except for reasonable out of pocket expenses), for interviews by UATC, for the preparation and execution of written testimony, and for live testimony in deposition or at trial on UATC's claims against the architects, (b) upon request by UATC, to describe and discuss Plaintiffs' litigation theories and strategies against UATC in the Arnold Litigation, and (c) upon request by UATC, to provide UATC access to and possession of evidence that Plaintiffs would have been prepared to present against UATC in the Arnold Litigation had the case not settled. In the event that more substantial efforts on the part of Plaintiffs and/or Class Counsel are required, they shall receive reasonable compensation for their assistance. Nothing herein limits UATC's or Class Counsel's right to seek attorneys fees, expert fees and litigation costs from the architects. 22.2 Cooperation of Parties. The parties shall cooperate with each other and shall take such other and further steps as are reasonable and necessary to obtain Preliminary and Final Approval of this Settlement Agreement and to effectuate the purposes of this Settlement Agreement. 23. Other Theatre Circuits. In the event that Class Counsel are approached by any representative of another theatre chain or circuit during the one-year period beginning on the Effective Date seeking to negotiate a settlement of claims or potential claims regarding modifications to existing theatres and/or standards for construction of new theatres for the benefit of Persons with Mobility Disabilities in California or outside of California, and should Class Counsel engage in any settlement negotiations with or initiate litigation against another theatre chain or circuit concerning such matters, Class Counsel agree that (a) they will inform UATC of such contact unless to do so would -49- 01-05679 prejudice Class Counsel's ability to reach an accommodation with said theatre chain or circuit, and (b) they will endeavor, in such settlement or litigation, to obtain an undertaking or obligation of such other circuit or chain to achieve at least substantially similar accommodations for Persons with Mobility Disabilities as are provided for herein within a similar time frame. 24. Defense Documents. Documents and information (including but not limited to deposition testimony) produced or provided by UATC to Plaintiffs or Class Counsel in discovery during the Arnold Litigation, including but not limited to in connection with informal discovery during settlement negotiations (hereinafter "Defense Documents"), will be handled as follows. 24.1 No later than the end of the duration of the Stipulated Injunction, Plaintiffs and Class Counsel shall return to UATC or destroy all Defense Documents and shall inform UATC in writing that they have done so. UATC shall remind Class Counsel of this obligation 60 days before the deadline for return of such Documents. If UATC is late in reminding Class Counsel, the obligation of returning or destroying Defense Documents will still exist, but Class Counsel and Plaintiffs shall have at least 60 days after reminder by UATC within which to comply with the obligation to return or destroy Defense Documents. 24.2 Until then, Plaintiffs and Class Counsel shall maintain the Defense Documents in a manner consistent with the terms of the agreements and orders under which the documents were produced, including confidentiality orders or agreements. 25. Intervention By the DOJ. The DOJ shall file a motion for leave to intervene in the Arnold Litigation as a plaintiff and shall lodge a proposed complaint in intervention. The parties shall stipulate to the granting of such motion, effective and conditioned upon Final Approval of the Settlement Agreement. If for any reason Final Approval of the Settlement Agreement is not granted, the DOJ will not be deemed to be an intervenor, but may make a motion for leave to intervene and file a proposed complaint in intervention. In the event Final Approval of the Settlement Agreement is not granted, UATC and the Plaintiffs reserve all rights to oppose the DOJ's motion to intervene and to object to the proposed complaint. -50- 01-05680 26. Arms-Length Negotiations; Construction. This Settlement Agreement was entered into after significant good-faith, arms-length negotiations between the parties' counsel, assisted in substantial part by the Hon. Eugene F. Lynch of the United States District Court, Northern District of California. Each party hereto has executed this Settlement Agreement only after carefully reading it and reviewing it with counsel. This Settlement Agreement has been entered into without any coercion and under no duress. This Settlement Agreement reflects the conclusion of each party that this Settlement Agreement and the Stipulated Injunctive Order and the releases, waivers and covenants contemplated hereby are in the best interest of said party. The content of and language in this Settlement Agreement was approved by counsel for each of the parties and, in the event interpretation of any alleged ambiguity herein is requested or required, there shall not be a presumption or construction against either side as the drafter. Except as expressly provided herein, this Settlement Agreement is not intended to confer upon any other person or entity any rights or remedies. 27. Reservation. Nothing herein is intended to be or may be construed as a waiver of UATC's right to operate its business free from unreasonable intrusion into its papers, effects or property by Plaintiffs, the Class, Class Counsel or the DOJ, in particular with regard to the inspections, monitoring and compliance review provided for herein. 28. Entire Agreement. This Settlement Agreement, including the Exhibits hereto, is an integrated contract and contains the entire understanding between the parties hereto regarding the matters set forth in it. No representations, warranties or promises have been made or relied upon by any party hereto other than those which are set forth in those named documents. This Settlement Agreement supersedes any and all other prior agreements or drafts or memoranda of understanding, either written or oral, between the parties with respect to the subject matter hereof. This Settlement Agreement cannot be modified orally and can only be modified by a writing duly signed by the parties hereto or, under the limited circumstances as set forth in this Settlement Agreement, by an Order of the Court. 29. Deadlines Falling On Weekends Or Holidays. To the extent that any deadline set forth in this Settlement Agreement falls on a Saturday, Sunday, or legal holiday, that deadline shall be continued until the following business day. -51- 01-05681 30. Authority to Bind. Class Counsel represent and warrant that they are authorized to sign on behalf of, and to bind, the class as originally certified by the Court to this Settlement Agreement, and that, upon the Court's approval of the settlement and entry of the Order Approving Settlement and Certifying Settlement Class, they are also authorized to sign on behalf of and to bind the Class, and that Class shall be bound, nunc pro tunc. Plaintiff Cyrus Berlowitz represents and warrants that he is authorized to sign on behalf of, and to bind, Plaintiff Anna Berlowitz to this Settlement Agreement. Each of the other named Plaintiffs shall by their signatures personally bind themselves to this Settlement Agreement. Stewart D. Blair represents and warrants that he is authorized to sign on behalf of, and to bind, UATC to this Settlement Agreement, subject to the fact that if UATC's Board of Directors does not approve the Settlement Agreement, then the Settlement Agreement is not binding on UATC, notwithstanding his signature. Christopher J. Kuczynski represents and warrants that he/she is authorized to sign on behalf of, and to bind, the DOJ and the United States to this Settlement Agreement. 31. Quadruplicate Originals/Execution in Counterparts. This Settlement Agreement shall be signed in quadruplicate such that the Court, Plaintiffs, the DOJ, and UATC shall each have a duplicate original, each of which shall be deemed an original of this Settlement Agreement. This Settlement Agreement may be executed and delivered in counterparts by the parties to this Settlement Agreement. When each party has signed and delivered at least one counterpart to the other party to this Settlement Agreement, the counterparts, taken together, shall be binding and effective as to the parties to this Settlement Agreement. -52- 01-05682 SIGNATURES 32. Signatures of Counsel. Counsel for the parties indicate by signing below their approval of the form of this Settlement Agreement (and Exhibits hereto), and, in the case of counsel for the Plaintiffs and Class, their representation and warranty of authority to bind the Class as originally certified and the Class described herein, assuming that the Court gives Final Approval for this settlement, and their acceptance of the provisions regarding attorneys fees: COUNSEL FOR THE UNITED STATES Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 LAURENCE W. PARADIS, Dated: By: Laurence W. Paradis DISABILITY RIGHTS EDUCATION AND DEFENSE FUND Brad Seligman Elaine B. Feingold Dated: By: Brad Seligman -53- 01-05683 SIGNATURES 32. Signatures of Counsel. Counsel for the parties indicate by signing below their approval of the form of this Settlement Agreement (and Exhibits hereto), and, in the case of counsel for the Plaintiffs and Class, their representation and warranty of authority to bind the Class as originally certified and the Class described herein, assuming that the Court gives Final Approval for this settlement, and their acceptance of the provisions regarding attorneys fees: COUNSEL FOR THE UNITED STATES Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 LAURENCE W. PARADIS, Dated: By: Laurence W. Paradis DISABILITY RIGHTS EDUCATION AND DEFENSE FUND Brad Seligman Elaine B. Feingold Dated: By: Brad Seligman -53- 01-05684 SIGNATURES 32. Signatures of Counsel. Counsel for the parties indicate by signing below their approval of the form of this Settlement Agreement (and Exhibits hereto), and, in the case of counsel for the Plaintiffs and Class, their representation and warranty of authority to bind the Class as originally certified and the Class described herein, assuming that the Court gives Final Approval for this settlement, and their acceptance of the provisions regarding attorneys fees: COUNSEL FOR THE UNITED STATES Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 LAURENCE W. PARADIS, Dated: By: Laurence W. Paradis DISABILITY RIGHTS EDUCATION AND DEFENSE FUND Brad Seligman Elaine B. Feingold Dated: By: Brad Seligman -53- 01-05685 MILLER, STARR & REGALIA Daniel Miller Melissa Bauman Ward Dated: By: Daniel Miller Attorneys for Plaintiffs Arnold et al. and the Class SIDLEY & AUSTIN Peter I. Ostroff Lori Huff Dillman Dated: By: Peter I. Ostroff Attorneys for Defendant United Artists Theatre Circuit, Inc. -54- 01-05686 MILLER, STARR & REGALIA Daniel Miller Melissa Bauman Ward Dated: By: Daniel Miller Attorneys for Plaintiffs Arnold et al. and the Class SIDLEY & AUSTIN Peter I. Ostroff Lori Huff Dillman Dated: By: Peter I. Ostroff Attorneys for Defendant United Artists Theatre Circuit, Inc. -54- 01-05687 33. Signatures of Parties. In witness whereof, the undersigned have executed this Settlement Agreement as of the Effective Date: THE UNITED STATES: Janet Reno Attorney General Deval L. Patrick Assistant Attorney General Civil Rights Division Dated: By: John L. Wodatch, Chief L. Irene Bowen, Deputy Chief Christopher J. Kuczynski, Attorney Disability Rights Section U.S. Department of Justice P.O. Box 66738 Washington, D.C. 20035-6738 (202) 307-0663 -55- 01-05688 NAMED AND PROPOSED PLAINTIFFS AND REPRESENTATIVES OF CLASS ON BEHALF OF THEMSELVES AND THE CLASS: Connie Arnold Ann Cupolo Howard Ripley Juliana Cyril Cinde Soto Ana Berlowitz Ralph Boemio Guy Thomas Valerie Vivona Nancy Ferrerya Elizabeth Twaddel Jacqueline Kehl Dated: By: Laurence W. Paradis, Esq. Class Counsel and authorized signatory for Class UNITED ARTISTS THEATRE CIRCUIT, INC.: Dated: By: Stewart D. Blair Chairman and President -56- 01-05689