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Home My WebLink About01-1562 PARtiES F."~CING STAI-r. MENT De,tm name (last name lirst if individual) and ma~ring address: Uniform Commercial Code Form UCC-1 United Ani~[s Thealrc Circuit. Inc.. a Maryland coqx~alion IM~OR%ANT - Please read ire~'uct OhS before completinq 9110 E. Nichols Avenue ing No. (~amped by filing officer). Date. lime. Filing Office (s~amped by filing officer) £ngle~'ood CO 80112 Debtor name (last name first if individual) and mailing add,ss: 5 the Financing Statement a presented for filing pu~uant to the Uniform Commercial la Code and is to be filed witt~ the (check applicat~le box). Debt~' name (last name frst if individual) and mailing address r-ISecretarJ of the Commonwealth. r~prethonota~y oi~ Cumberland County Pn~not~r). __County. Dreal estate Records of Count~/. 6 1 I" ~:OLLA~RAL ~:~ -" 130 Liberty Street 2 Assignee(s) of Secumcl Pa~ty name(s) (last name fnt if tppropMate box(es) - a. r-lcrops grOWing or to be grown on. "Consignee" and "Consignor". respectively. Describe al;: Book of (check one) DDeeds r-IMortgages, at Page(s) box(es))- a. r-lacquired alte~ a chenge of name, idenlt~y or coq~orate b. ['~as lo which the filing has lapsed. Debtor Signature(s). r-lwhen the Debtor's residence or place of busina~ was (, ***PLEASE ~E~'[~RN Secured Pa~ty Signature(s): C~C s~ ~..~ ~ ~=~d h~,~lo t~,,~ ~r~ur~, 2730 Gateway ~ Drive, Suite 100 Sacramento, CA 95033 Acct. #P6-0000-743.9 RIDER 1 Original UCC Filing (UCC-I) Project ID: 120210 Collateral: All right, tttle and interest of the debtor, now owned and hereafter acquired, in and to: (i) all receivables, accounts, contracts, contract rights, chattel paper, documents, instruments, investment property, and general intangibles; (ii) all inventory wherever located: {iii) all equipment, wherever located, and parts thereof and ali accessions, ndditions, attachments, improvements, substituitons and replacements thereto and therefor; (iv} all computer hardware and software collateral, copyright collateral, patent collateral, trademark collnteral and trade secrets collateral: (v) ali deposit accounts maintained with any financial institotion: (vi) ail books, records, writings, dnta bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing collateral; (vii) all other property in the posacasion, custody or control of the collateral agent, and ail property in which the collateral agent now has or hereafter ecquires a sccortiy interest for the benefit of the secured parties; (viii) rights under insurance policies, letter of credit rights, ;md supporUng obligetions, including without limitation guaranties; (ix) all cash and cash equivalents held by the debtor nm otherwise included in the foregoing collateral'- (x) all real property; (xi) all rights to and interest in all cash and non-cash dividends and/or distributions of any kind or nature and all odter property distributable on account of or received or receivable wi~ respect to any of the foregoing collateral:(xii) all products and proceeds of the foregoing collateral: and (xiii) all the stock listed on Schedule 2 of Exbibit 'A" attached hereto. All as more particularly described in Exhibit "A" (including Schedules I and 2) attachod hereto and incorporated herein by tbis SCHEDULE"A" UCC t FINANCING STATEMENT (conrd) (United Artiste Theatre Circuit, Inc.) BANKERS TRUST COMPANY. as Collateral Agent ("Collateral Agent") for and on behalf of the several lenders party from time to time to (a) that certain Restructured Term Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced from time to time, and (b) that certain Revolving Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829vl SCHEDULE "B' UCC 1 FINANCING STATEMENT (eont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation Name: Title: President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By Name: Title: 20293519vl EXHIBIT "A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Theatre Circuit~ Inc.) DESCRIPTION OF COLLATEI~L I. Collateral. Subject to the last paragraph of this Paragraph 1, the Collateral shall consist of all right, title and interest of Debtor in and to the following: (a) All now existing and hereafter arising receivables, accounts, contracts, contract rights, chattel paper, documents, instruments, investment property, and general intangibles of Dehtor, including but not limited to any and ail partnership interests and/or interests in limited liability companies, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and ali rights of Debtor now and hereafter arising in and to ali security agreements, guaranties, leases and other writings securing or otherwise relating to any such receivables, accounts, contracts, contract fights, chattel paper, documents, instruments and general intangibles; (b) All inventory of Debtor, now owned and bereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease, all raw materials, work in process, materials used or consumed in Debtor's business and finished goods, all goods in which Debtor has an interest in mass or a joint or o~er interest or gifts of any kind (including goods in which Debtor has an interest or right as consignee), and all goods which are returned to or repossessed by Debtor, together with ali additions and accessions thereto and replacements therefor and products thereof and documents therefor; (c) All equipment of Debtor, now owned and herea~er acquired, wherever located, and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, without limitation, all machinery, tools, dies. blueprints, catalogues, computer hardware and sol. tare. furniture, furnishings and fixtures; (d) All now existing and bereatter acquired Computer Hardware and Software Collateral, Copyright Collateral, Patent Collateral, Trademark Collateral and Trade Secrets Collateral (as those terms are defined in Paragraph 2 below) (collectively, the "Intellectual 20288301vl Property Collateral"); (e) All deposit accounts, now existing and hereafter arising or established, maintained in Debtor's name with any financial institution including, without limitation, those accounts described more particularly on Schedule I attached hereto, and any and all funds at any time held therein and all certificates, and other writings, if any, from time to time representing, evidencing or deposited into such accounts, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (0 All now existing and hereat~er acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral; (g) Ail other property of Debtor now or hereal~er in the possession, custody or control of the Collateral Agent, and ali property of Debtor in which the Collateral Agent now has or hereai~er acquires a security interest for the benefit of the Secured Parties; (h) Rights under insurance policies, letter of credit rights, and supporting obligations, including without limitation guaranties; (i) All now existing and hereafter acquired cash and cash equivalents held by Debtor not otherwise included in the foregoing Collateral; fi) All real property of Debtor, including but not limited to any and all fee interests, leasehold interests, together with all right, title and interest of Debtor therein and in and to ail buildings and other improvements now or hereafter located thereon, together with all leases, rentals, earnings, income, deposits, security deposits, receipts, royalties, revenues, issues, profits, proceeds and accounts receivable generated from the leasing, use and operation ofall or any portion of the real property and/or improvements thereon to which Debtor may be entitled, whether now due, past due or to become due; (k) All rights to and interest in all cash and non-cash dividends and/or distributions of any kind or nature and ali other property now or hereafter dis~butable on account of or received or receivable with respect to any of the foregoing Collateral; (I) All products and proceeds of the foregoing Collateral. For purposes of this collateral description, the term "proceeds" includes whatever is receivable or received when the Collateral or proceeds thereof is sold, collected, exclumged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating ~; and 20288301vl (m) All the stock listed on the attached Schedule 2. As used herein, the term Collateral shall not include the following ("Excluded Collateral"): items identified in the preceding clauses (a) through (m) of this Paragraph I in which Debtor is prohibited from granting a security interest by the terms of any Contractual Obligation (as defined in the Loan Agreements) or applicable law, or as to which the granting of a security interest would under the terms of any such Contractual Obligation (as defined in the Loan Agreements) reasonably constitute a breach or violation, or occasion the loss of material rights or interests or the incurrence ora material obligation. Debtor agrees not to enter into any enforceable Contractual Obligation of the type described in the preceding sentence in respect to assets having a value material in relation to the consolidated assets of United Artists Theatre Company, a Delaware corporation; United Artists Theatre Circuit, Inc., a Maryland corporation; United Artists Realty Company, a Delaware corporation; United Artists Properties I Corp., a Colorado corporation and United Artists Pwperties 11 Corp., a Colorado corporation except as acceptable to the Collateral Agent in the exercise of its reasonable discretion. 2. Intellectual PwDertv Collateral For purposes of this collateral description, the following capitalized terms shall mean the following "Comnuter Hardware and Software Collntnrnl" means all of Debtor's right, title and interest in now existing and hereafter created or acquired: (a) Computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and sof~ disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and ali peripheral devices and other related computer hardware; (b) Software programs (including both source code, object code and all related applications and data files), whether owned, licensed or leased, designed for use on the computers and electronic data processing hardware described in subparagraph (a) above; (c) Firmware associated therewith; (d) Documentation (including flow charts, logic, diagrams, manuals, guides and specifications) with respect to such hardware, sofiware and firmware described in subparagraphs (a) through (c) above; and (e) Rights with respect to all ofthe foregoing, including, without limitation, any and all of Debtor's copyrights, licenses, options, warranties, service contracts, program services, test rights, renewal rights and indemnifications and any substitutions, replacements, 20288301vl additions or model conversions of any of the foregoing. "~;l~aL~" means all of Debtor's right, title and interest in now existing and hereafter created or acquired copyrights and all semi-conductor chip product mask works of Debtor's, whether by statutory or common law, registered or unregistered, now or hereafter in force throughout the world including, without limitation, all of Debtor's right, title and interest in and to all copyrights and mask works registered in the United States Copyright Office or anywhere else in the world, and all applications for registration thereof, whether pending or in preparation, all copyright and mask work licenses, the fight of Debtor to sue for past, present and future infringements of any thereof, all rights of Debtor corresponding thereto throughout the world, all extensions and renewals of any thereof and all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims damages and proceeds of suit, excluding, in each case, all Excluded Collateral. "~" means, except to the extent any thereof constitutes Excluded Collateral, ali of Debtor's right, title and interest in now existing and hereaRer created or acquired: (a) Letters patent and applications for letters patent throughout the world, including all of Debtor's patent applications in preparation for filing anywhere in the world and with the United States Patent and Trademark Office; (b) Patent licenses; (c) Reissues, divisions, conditions, continuations-in-part, extensions, renewals and reexaminations of any of the items described in subparagraphs (a) and (b) above, and (d) Proceeds of, and rights associated with, the foregoing (including license royalties and proceeds of infringements suits), the right of Debtor to sue third parties for past, presem or future infringements of any patent or patent application of Debtor, and for breach of enforcement of any patent license, and all rights corresponding thereto throughout the world. "Trademark Collateral" means, except to the extent any thereof constitutes Excluded Collateral, all of Debtor's right, title and interest in now existing and hereafter created or acquired: (a) Trademarks, trade names, corporate names, business names, fictitious business names, trade styles, service marks, certification makers, collective marks, Iogos. other 20288301vi source of business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles ora like nature (all of the foregoing items in this clause (a) being collectively called a "Trademark"), now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not. all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or any office or agency of the United States of America or any State thereof or any foreign country; (b) Trademark licenses; (c) Reissues, extensions or renewals of any of the items described in subparagraphs (a) and (b) above; (d) The goodwill of the business of Debtor connected with the use of, and symbolized by the item described in subparagraphs (a) and (b) above; and (e) Proceeds of, and rights of Debtor associated with, the foregoing, including any claim by Debtor against third parties for past, present or furore infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license. "Trade Secrets Collateral" means, except to the extent any thereof constitotes Excl .uded Collateral, common law and statutory trade secrets and ali other confidential or proprietary or usefitl information and all know-how obtained by or used in or contemplated at any time £or use in the business of Debtor (all of the foregoing being collectively called a "Trade Secret") whether or not such Trade Secret has been reduced to a writing or other tangible form including all documents and things embodying, incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, including the right to sue for and to enjoin and to collect damages for the actual or tl~eatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license. 20288301vl SCHEDULE i DEPOSIT ACCOUNTS (See attached three (3) pages for deposit account descriptions) 20288301v! . .ii SCHEDULE 2 DESCRIPTION OF STOCK DaseriDtion of Pre-petition Pledged Shat,.-* (All owned by United Artists Theat~ Circuit, Inc.) (* Common Stock unless otherwise noted) State of Issued and Per Certificate Issuer Incomoration Outstandin Stock Value No~. 1. Beth Page Theatre Co., NY 5 $20.00 3 Inc. 2. Briarwood Theatre, DE 1,000 -0- 3 Inc.(M)t 3. Ca_~riage House Motor FL 10 -0- 3 Lodge, Inc. (D)2 4. Cinema East Corp. (D) CT A-100 -0- A3 B-50 -0- B3 5. Groton Cinema, Inc. (M) CT 100 -0- 3 6. Harriet Theatre Corp. (M) NY 200 -0- 1 ! 7. Hello Again Productions, DE 3,000 -0- 3 Inc. (D) 8. Hovir, Inc. (D) DE 3,000 -0- 3 9. J.T.C. Theatre Corp. (D) WI 100 $ .01 3 10. Pat Plaza Amusements, NY A-100 -0- Al I Merger Dissolved 20288301vl Inc. (D) 13-I 00 -0- 135 11. Port Jefferson Theatre NY 200 -0- 3 Corp. (D) 12. Pyramid Films, Inc. (D) DE 3,000 -0- 3 13. Resort Amusement TX 2 550.00 3 Corporation (D) 14. Saybrook Cinema, Inc. CT 100 -0- 3 (D) 15. Showbuilders, Inc. (D) TX !,000 5 1.00 1 16. South Plains Theatre, Inc. TX 1,000 5 1.00 I 17. Sutter-Van Ness Theatre CA 4,000 525.00 2 Company, Inc. (D) 18. Tallthe, Inc. NY A- I00 -0- A3 B-lO0 -0- B3 19. The Movies at Harbor MD 10 -0- 3 Park, Inc. (D) 20. Thea~e Erectors, Inc. (D) NY 200 -0- 3 21. U.A.P.R., Inc. DE 1,000 -0- 3 22. U.A. Thea~'e of WI 200 -0- 3 Wisconsin, Inc. (D) 23. UA Property Holding II, CO 100 5 !.00 1 Inc. 24. UAB, Inc. DE 10 $ .01 5' 25. UAB fl, Inc. CO 100 $ .01 5 Pfd- 1,000 Pfd - $.01 3 26. UA Theatre Amusements, NY 200 -0- 3 Inc. 27. United Artists Circuit CO 100 $ 1.00 ! Financing Corporation 28. United Artists CO 100 5 i.00 2 International Management Company 29. UA International Property CO 100 -0- 3 Holding, Inc. 20288301vl 30. United Film Distribution DE 1,000 -0- 3 Company of South America 31. West Drive In, Inc. (D) NY I 0 $I 0.00 3 20288301vl Descrintion of Post-Petition Pledned Shar,.- (Ali owned by United Artists Theatre Circuit, Inc.) Issued and State of Outstanding Par Certificate Issuer. Incorooration Stock Value Nos. 1. UA Mexico Holdings, S.A. de C.V. Mexico 900 No par ! "B" 2. UA SHOR LLC Delaware 3. Muitimatic Displays, Inc. New York 200 No par i 4. United A~ists/Pacific Media Joint NA NA NA NA Venture 5. United Artists International, Limited Hong Kong 999 ~$1.0o 3 6. United Artists/Heskel Brandon Delaware NA NA NA Theatre LLC 7. CDP Limited Liability Company California NA NA NA $. Olympus Pointe Theatre Center California NA NA NA Investors. LLC 9. Staten Theatre Group (partnership) New York NA NA NA 20288301vl 10. Staten Theatre Group II (partnership) New York NA NA NA 11. United Artists Singapore Theatres Singapore 100,000 SP$1.O0 No Pre.. Ltd. certificates issued 12. Siam UATC Company Limited Thailand NA NA NA 13. RAM/UA-KOP, LLC Delaware NA NA NA 14. Showscan/United Artists Theatres Joint Colorado NA NA NA' Venture (partnership) 15. Orix RAM Montgomery Venture Illinois NA NA NA General Partnership (patmership) 16. UATC Europe B.V. Netherlands 20,000 No par ~o certificates issued 20288301vl PARI1E$ FINANCING Oebax name (last name ~st if individual) and ma~ing address: Un~erm Commercial Code Ferm UCC-1 United Artis~ Thea~-e Circuit. Inc.. a Me,land corporation IMPORI'ANF. Please read ir~r[~r!!or~s before comoleflno 91 l0 E. Nichols Avenue ~illng No. (stamped by fil~ng o;;;c=): Date, Tmte, Filing Office (stamped by filing officer) Englcwood CO 80112 1 Debtor name (last name f~st if individual) and mailing address lhe Financing Statement is presented for filing pursuant to the Uniform Commercial la Code and is In be filed with the (check applicable box). Debtor name (lest name first if individual) and mailing address: r-lsecretery of the Commonwealth. r~Prothonotery of Culnhcrlalld CounD. Pr~hmmla~, County. [-Ireal estate Records of Count),. 6 Number of Additianal ~lreets tif anvl 16 7 Otaierrel SI]eCial Idemilir ~inn i:Max. 10 characters]: 1 b cou~P. At Secured Party(ins) name(s) [last name first ~f individual) and Identify collateral by item and/er type: address for security ~ntemst information: Bankers Trust Company Icont'd on S~hedul¢ A ter¢lO) ]30 Liberty New York NY ]0006 S~ Attached Rider 2 Assignee(s) of Secured Palty name(s) (last name first if individual) and address fer seculity ~nterest information: [] fcheck only ii: desiredl Products of the collateral are also covered. Identify related real estate if applicable, lhe collateral is, or includes (check Ippropriate box(es). a. Dcseps growing or to be grown on · b. r-lgoods which are or are to become fixture on - 2~ c. r-lminerais or the like (including od and gas) as extracted on. Special/ypes of Palttes (Check if apphcable): d. Daccounts resulting Imm me sale of minerab er the like [including oil and gas) at ~'lThe terms "Debtor" and "Secured Party" mean "Lessee" the wellhead or minehead on - and "Le~". respectively, the following real estate: Elbe terms "Debtor" and "Secured Party" mean Slreet Address: "Consignee" and "Consignor", respecbvely. Descdbe at: Bobt( .... of (check one) r-IDeeds I-~Mertgages, at Page(s) DDebtor is a TrammitUl~l Ut~/. 3 for .... County. Uniform Parcel Identifier ~CURED PAI~Y SIGNAtURE(S) J--lDescribecl on Additional Sheet. 1his statement is flied with only the Secured Pa~ly's signature Name of recerd owner (mClUimcl only ii: no Debtor has an ~nterest of record): to perfect a secudty interest in collateral (check applicable box(es))- a. r-lacquimd alter a change of name, identity er coq~orate 10 si~uctere of the Debtor. DEBI'O~ SIGNAIURE(S) b. r-las to which the filing has lapsed. Debt~x Signature(s): c. ai'eady subject to a security ~nterest in another county in S~ Schedule B tatached hereto for sign~ures Pennsylvania - r-lwhen the collateral was moved to this county. [-Iwhen the Debb~"s re,dance er place of business was moved to this county, la d. already subject to a security interest ~n another jurisdiction - r'lwhen the collateral was moved to Pennsylvania. r-lwhen the Debit's location was moved to Pennsylvania. 11~ e. [-Iwhich ~s Ixoceed$ of the colateral described in block 9. in which a security interest was previously perfected CSC ID:120210 PA-Cumberland County Pro~onotary describe proceeds in block 9, if purchased with cash proceeds and not adequately described on the 11 adequately described on the ong~nal financing statement. RE" m~. ~r'r~ C: ***PI-~4$E i~ETURN TO*** s, C$C Secured Pa~ty Signature(s): $; (Required only if box(es) is checked above): 2~*~0 C, nteway Oeks Drive, Suite 100 Sacramento, CA 95833 Acct. #P6-0000-743.9 RIDER 1 Original UCC Filing (UCC-{.) Project ID: [20210 Collateral: All right, litle and interest of the deblor, now owned and hereafter acquired. in and to: (il ali receivables, accounts, contracts, contract rights, chapel paper, documents, instruments, investment proper~y, and general in'"'-mgibles; (ii) all inventory wherever located; (iii) al) equipment, wherever located, and parts thereo[ and all accessions, additions, a~echments, improvemen,s. substimirons and replacements Ihereto and therefor; (iv) aH compoter hardware and software collateral, copyright col)atera{, paten, coila,,'ml, trademark collateral and trade secrets collataral; (v) all deposit eccounts maintained wi~h any finaocial ins6tution; (vi) all books, records, writings, dtea beses. informa,ion and other property rela,lng to, used or useful in connection with, embodying, }ocorporating or referring m, any of the foregoing eollatera{; (vti) all other property in the pos.session, custody or conUol of dm collateral ngenr, and al{ proper~y in which the collateral ngent now has or hereafter acquires a securtiy interest for the benefit of the secured panics; (viii) rights under insurance policies, letter of credit rights, and supporting obligations, including without limitation guaranties; (ix) all cash and cash equivalents held by the debtor nm otbe~wis~ inoiuded in tho foregoing collateral; (x) all real prope~y; (xi) all rights to and inter_st in all cash and non-cash dividends and/or distributions of any kind or nature and all o~her property distributable on account of or received or receivable with resFect to any or' the forngoin$ onllateral:(xii) ail products and linseeds of the Foregoing collateral; and (xiii) all the stock Iistad on Schedule 2 of Exhibit "A' attachedherem. Alias moro particulurly described in Exhibit (including Schedules I and 2) ntteched helm and incm'porated herein by this refnreoca. SCHEDULE"A" UCC 1 FINANCING STATEM~;NT (conrd) (United Artiste Theatre Circuit~ Inc.) BANKERS TRUST COMPANY, as Collateral Agem ("Collateral Agent") for and on behalf of the several lenders party from time to time to (a) that certain Restructured Term Credit Agreemem dated as of February 2, 2001. as amended. supplemented, extended or replaced from time to time, and (b) that certain Revolving Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829v I SCHEDULE"B' UCC I FINANCING STATEMENT tcont'd~ SIGNATL;RE PAGE DEBTOR: b'NITED ARTISTS THEATRE CIRCUTT, INC., a Maryland corporation By Title: Executive Vice SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By. Name: Title: 20293519',' EXHIBIT "A" UCC 1 FINANCING STATEMENT (eont'd) fUnited Artists Theatre Cireuit~ Inc.) DESCRIPTION OF COLLATERal. 1. Collateral. Subject to the last paragraph of this Paragraph 1, the Collateral shall consist of all right, title and interest of Debtor in and to the following: (a) All now existing and hereafter arising receivables, accounts, contracts, contract rights, chaRel paper, documents, instruments, investment property, and general intangibles of Debtor, including but not limited to any and all partnership interests and/or interests in limited liability companies, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of Debtor now and hereafter a_rising in and to all security a~ecments, guaranties, leases and other writings securing or otherwise relating to any such receivables, accounts, contracts, conu'act rights, chattel paper, documents, instruments and general intangibles; (b) All inventory of Debtor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease, all raw materials, work in process, materials used or consumed in Debtor's business and finished goods, all goods in which Debtor has an interest in mass or a joint or other interest or ~ifis of any kind (including goods in which Debtor has an interest or right as consignee), and ali goods which are returned m or repossessed by Debtor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor; (c) All equipment of Debtor, now owned and hereafter acquired, wherever located, and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, without limitation, all machinery, tools, dies, blueprints, catalogues, computer hardware and sot~vare, furniture, furnishings and fixtures; (d) Ail now existing and hereafter acquired Computer Hardware and Sot~are Collateral, Copyright Collateral, Patent Collateral, Trademark Collateral and Trade Secrets Collateral (as those terms are defined in Paragraph 2 below) (collectively, the "Intellectual 20288301vl Property Collateral"); (e) All deposit accounts, now existing and hereafter arising or established. maintained in Debtor's name with any financial institution including, without limitation, those accounts described more particularly on Schedule I attached hereto, and any and all funds at any time held therein and ali certificates, and other writings, if any, from time to time representing. evidencing or deposited into such accounts, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of'or in exchange for any or all of the foregoing; (f) All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral; (g) All other property of Debtor now or bereafter in the possession, custody or control of the Collateral Agent, and all property of Debtor in which the Collateral Agent now has or hereafter acquires a security interest for the benefit of the Secured Parties; (h) Rights under insurance policies, letter of eredit rights, and supporting obligations, including without limitation guaranties; (i) All now existing and bereafter acquired cash and cash equivalents held by Debtor not otherwise included in the foregoing Collateral; f.j) All real property of Debtor, including but not limited to any and all fee interests, leasehold interests, together with ali right, title and interest of Debtor therein and in and to all buildings and other improvements now or hereafter located thereon, together with all leases, rentals, earnings, income, deposits, security deposits, receipts, royalties, revenues, issues, profits, proceeds and accounts receivable generated from the leasing, use and operation of ali or any portion of the real property and/or improvements thereon to which Debtor may be entitled, whether now due, past due or to become due; (k) Ail rights to and interest in ali cash and non-cash dividends and/or distributions of any kind or nature and all other property now or hereafter distributable on account of or received or receivable with respect to any of the foregoing Collateral; (I) All products and proceeds of the foregoing Collateral. For purposes of this collateral description, the term "proceeds" includes whatever is receivable or received when the Collateral or proceeds thereof is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto; and 20288301vl (m) All the stock listed on the attached Schedule 2. As used herein, the term Collateral shall not include the following ("Excluded Collateral"): items identified in the preceding clauses (a) through (m) of this Paragraph 1 in which Debtor is prohibited from granting a security interest by the terms of any Contractual Obligation (as defined in the Loan Agreements) or applicable law, or as to which the granting of a security interest would under the terms of any such Contractual Obligation (as defined in the Loan Agreements) reasonably constitute a breach or violation, or occasion the loss of material rights or interests or the incurrence of a material obligation. Debtor agrees not to enter into any enforceable Contractual Obligation of the type described in the preceding sentence in respect to assets having a value material in relation to the consolidated assets of United Artists Theatre Company, a Delaware corporation; United Artists Theatre Circuit, Inc., a Maryland corporation; United Artists Realty Company, a Delaware corporation; United Artists Properties I Corp., a Colorado corporation and United Artists Properties 11 Corp., a Colorado corporation except as acceptable to the Collateral Agent in the exercise of its reasonable discretion. 2. Intellectual Pro.erty Collateral For purposes of this collateral description, the following capitalized terms shall mean the following "Comnuter Hardware and Soiware Cnl]nt,'ral" means all of Debtor's right, title and interest in now existing and hereafter created or acquired: (a) Computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk ch'ives, cables, electrical supply hardware, generators, power equalizers, accessories and ali peripheral devices and other related computer hardware; (b) SoRware programs (including both source code, object code and all related applications and data files), whether owned, licensed or leased, designed for use on the computers and electronic data processing hardware described in subparagraph (a) above; (c) Firmware associated therewith; (d) Documentation (including flow charts, logic, diagrams, manuals, guides and specifications) with respect to such hardware, software and firmware described in subparagraphs (a) through (c) above; and (e) Rights with respect to all of the foregoing, including, without limitation, any and all of Debtor's copyrights, licenses, options, warranties, service contracts, program services, test fights, renewal rights and indemnifications and any substitutions, replacements, 20288301vl additions or model conversions of any of the foregoing. ".~R.~,llL~l~" means all of Debtor's right, title and interest in now existing and hereafter created or acquired copyrights and all semi-couductor chip product mask works of Debtor's, whether by statutory or common law, registered or unregistered, now or hereafter in force throughout the world including, without limitation, all of Debtor's right, title and interest in and to all copyrights and mask works registered in the United States Copyright Office or anywhere else in the world, and all applications for registration thereof, whether pending or in preparation, all copyright and mask work licenses, the right of Debtor to sue for past, present and future infringements of any thereof, all rights of Debtor corresponding thereto throughout the world, all extensions and renewals of any thereof and all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims damages and proceeds of suit, excluding, in each case, all Excluded Collateral. "Patent Collateral" means, except to the extent any thereof constitutes Excluded Collateral, all of Debtor's right, title and interest in now existing and hereafter created or acquired: (a) Letters patent and applications for letters patent throughout the world, including all of Debtor's patent applications in preparation for filing anywhere in the world and with the United States Patent and Trademark Office; (b) Patent licenses; (c) Reissues, divisions, conditions, continuations-in-part, extensions, renewals and reexaminations of any of the items described in subparagraphs (a) and (b) above, and (d) Proceeds of, and rights associated with, the foregoing (including license royalties and proceeds of infringements suits), the right of Debtor to sue third parties for past, present or future infringements of any patent or patent application of Debtor, and for breach of enforcement ofany patent license, and all rights corresponding thereto throughout the world. '~-~JL~" means, except to the extent any thereof constitutes Excluded Collateral, all of Debtor's right, title and interest in now existing and bereaRer created or acquired: (a) Trademarks, trade names, corporate names, business names, fictitious business names, trade styles, service marks, certification makers, collective marks, Iogos, other 202gg301vi source of business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles ora like nature (all of the foregoing items in this clause (a) being collectively called a "Trademark"), now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or any office or agency of the United States of America or any State thereof or any foreign country; (b) Trademark licenses; (c) Reissues, extensions or renewals of any of the items described in subparagraphs (a) and (b) above; (d) The goodwill of the business of Debtor connected with the use of, and symbolized by the item described in subparagraphs (a) and (b) above; and (e) Proceeds of, and rights of Debtor associated with, the foregoing, including any claim by Debtor agalust third parties for past, present or future infringement or dilution of any Trademark, Trademark regisu'ation or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license. "Trade Secrets Collateral" means, except to the extent any thereof constitutes Excluded Collateral, common law and statutory trade secrets and all other confidential or proprietary or useful information and all know-how obtained by or used in or contemplated at any time for use in the business of Debtor (all of the foregoing being collectively called a "Trade Secret") whether or not such Trade Secret has been reduced to a writing or other tangible form including all documents and things embodying, incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, including the right to sue for and to enjoin and to collect damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license. 20288301vl SCHEDULE ! DEPOSIT ACCOUNTS (See attached three (3) pages for deposit account descriptions) 20288301vl i SCHEDULE 2 DESCRIPTION OF STOCK Descriution of Pre-netition Pledged Sham* (All owned by United Artists Theam~ Circuit, Inc.) (* Common Stock unless otherwise noted) State of Issued and Per Certificate Issuer Incomoration Out~mck Value Nos. 1. Beth Page Theatre Co., NY 5 $20.00 3 Inc. 2. Briarwood Thea~, DE 1,000 -0- 3 Inc.(M)~ 3. Carriage House Motor FL 10 -0- 3 Lodge, Inc. (D)2 4. Cinema East Corp. (D) CT A-100 -0- A3 B-50 -0- B3 5. Groton Cinema, Inc. (M) CT 100 -0- 3 6. Harriet Theatre Corp. (M) NY 200 -0- I 1 7. Hello Again Productions, DE 3,000 -0- 3 Inc. (D) 8. Hovir, Inc. (D) DE 3,000 -0- 3 9. J.T.C. Theatre Corp. (D) WI 100 $ .01 3 10. Pat Plaza Amusementa, NY A-100 -0- Al ! Merger Dissolved 20288301vl Inc. (D) 13-100 -0- B5 11. Port Jefferson Theatre NY 200 -0- 3 Corp. (D) 12. Pyramid Films, Inc. (D) DE 3,000 -0- 3 13. Resort Amusement TX 2 $50.00 3 Corporation (D) 14. Saybrook Cinema, Inc. CT 100 -0- 3 (D) 15. Showbuilders, Inc. (D) TX 1,000 $ 1.00 1 16. South Plains Theatre, Inc. TX 1,000 $ 1.00 I (D) 17. Sutter-Van Ness Theatre CA 4,000 $25.00 2 Company, Inc. (D) 18. Tallthe, Inc. NY A-100 -0- A3 B-100 -0- B3 19. The Movies at Harbor MD !0 -0- 3 Pank, Inc. (D) 20. Theatre Erectors, Inc. (D) NY 200 -0- 3 21. U.A.P.R., Inc. DE 1,000 -0- 3 22. U.A. Theatre of WI 200 -0- 3 Wisconsin, Inc. (D) 23. UA Property Holding II, CO 100 $ 1.00 1 Inc. 24. UAB, Inc. DE 10 $ .01 5 25. UAB II, Inc. CO 100 $ .01 5 Pfd - 1,000 Pfd - $.01 3 26. UA Theatre Amusements, NY 200 -0- 3 Inc. 27. United Artists Circuit CO 100 $ 1.00 1 Financing Corporation 28. United Artists CO 100 $ !.00 2 International Management Company 29. UA International Property CO 100 -0- 3 Holding, Inc. 20288301vi 30. United Film Distribution DE 1,000 -0- 3 Company of South America 31. West Drive In, Inc. (D) NY l0 $10.00 3 20288301vl Description of Post-Petition Pledeed (All owned by United Artists Theatre Circuit, Inc.) Issued and State of Outstanding Par Certificate Issuer lncomoration Stock Value Nos. 1. UA Mexiico Holdings, S.A. de C.V. Mexiico 900 No par I "B" 2. UA SHOR LLC Delaware 3. Multimatiic Displays, Inc. New York 200 No par 1 4. United Artists/Pacific Media Joim NA NA NA NA Venture 5. United Artists International, Limited Hong g. ong 999 8K$1.00 3 6. United Artists/Heskel Brandon Delaware NA NA NA Theatre LLC 7. CDP Limited Liability Company California NA NA NA 8. Olympus Pointe Theatre Center California NA NA NA Investors, LLC 9. Staten Theatre Group (partnership) New York NA NA NA 2028~301vl 10. Staten Theatre Oroup II (partnership) New York NA NA NA I 1. United Artists Singapore Theatres Singapore 100,000 sPs~.0o No Pte., Ltd. certificates issued 12. Siam UATC Company Limited Thailand NA NA NA 13. RAM/UA-KOP, LLC Delaware NA NA NA 14. Showscan/United Artists Theatres Joint Colorado NA NA NA Venture (partnership) 1S. Orix RAM Montgomery Ventu~ Illinois NA NA NA General Partnership (parmership) 16. UATC Europe B.V. Netherlands 20,000 No par No ccflifica~cs issued 20288301vl PARllES FINANCING STAIEMENI' Debtor name (last name first if individual) and mailing address: Uniform Commercial Code Form UCC-1 United Anises Theatre Circuit. ]nc., a Maryland conporafion IMPORI'ANT - Please read ies~'uctions before comoletinq 91 IO E. Nichnls Avenue fling No. (stamped by filing officer): Date, lime, Filing Olr~:e (stamped by filing officer) Englewood CO 80112 1 Oeb~' name (last name fist if individual) and mailing address: 5 the Financing Slatement is presented for Bang pursuant to the Uniform Commercial la Code and is to be filed with the (check applicable box). Debtor name (last name f'~t if individual) and mading address: r-Isecreta~] of the Commonwealth. r~Prothonotery of C'umb~rland County Pmthom~ry County. r'lreal estate Records of County. 6 Numbe~ M Additional Shee~s (if any1 16 7 Ot~ional Soecial Ideal,cation (Max. 10 charactegst: I~ 1 b COttA~ Secored Party0es) name(s) (last name lest if indNidual) and Idenbfy collateral by item and/or type: address for security interest informabon. Bankers Trust Cntnpany (cont'd on Schedule A hernia) 130 Liberty Stree[ New 't o~k NY 10006 See Attached Rider Assignee(s) o~ Secured Pa~J name(s) (last name fat if indiwdual) and address for secudty interest infom~ation: ~J~ ¢check only if desiredt Products of the co~ateral are also covered. 9 Identify related real estate if applicable, the collateral is. or includes (check ~pprepnate box(es). a. Dcseps growing or to be grown on - b. r-lgoods which are or are to become fixture on. 2a c. r-lminorals or the hke (including od and gas) as extracted on - Special Types ef Pe~es (Check if applicable): cl. I--~accounts resulting from the sale of minerals or the hke (including oil and gas) at lithe terms 'Debtor" and "Secu~cl Patty" mean "Lessee" the wellhead or minehead on · and "Lessor". respectively. :he following real estate: Elbe terms "Debtor" and 'Secured Party~ mean Slreet Address: "Conagnee" and "Consignor". respectively. Deseribo at: Book of (check one) r-IDeeds r-IMor~gages, at Page(si DDebtor is a Transm~tfin~l Util(()~. 3 for ..... County. Uniform Parcel Identifier ......... SECURED PARTY SIGNAllJRE(S) I--I Described on Add~.ional Sheet. Ibis statement is Bled with only the Secured Party's signature Name bt record owner (requved only if no Debtor has an interest of recerd): to perfect a security interest in collateral (check applicable box(es))- a. r-lacquimd afte~ a change of name, identhy or corporate 1 ~ Pennsylvania - · '1 __, r-lwhen the Debtm's re,dance or place o~ busine-~ was CSC The United States Corporation Company 4 12 Approved by the Secretan] of the Commonwealth of Pennsylvania RIDER 1 Original UCC Filing (UCC-I) Project ID: 120210 Collateral: All right, title and interest of the detxor, now owned and hereafter acquired, in and to: (i) all receivables, accounts, contracts, con~ract rights, chattel paper, documents, instruments, investment property, nnd general intangibles; (ii) all inventory wherever located'- (iii) all equipment, wherever located, nmi parts thereof and all accessions, additions, attachments, improvements, substituitons and replacements thereto and therefor; lay} ali computer hardware and software collateral, copyright collateral, patent collateral, trademark collateral and trade secrets collateral; {v) all deposit accounts maintained with any financial institution'- (vi) all books, records, writings, data bases, information and ether property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing collateral: (vii) all other property in the possession, custody or control of the collateral agent, and all property in which the collatere[ agent now has or hereafter acquires a securdy interest for the benefit of the secured parties: (viii) rights under insurance policies, letter of credit rights, and supporting obllgatione, including without limitation guaranties: {ix) all cash and cash equivalents held by the debtor not otherwise inc[,_,_a~__ in t~e foregoing collateral'- (x) all real property: (xi) all rights to and interest in all cash and non-cash dividends and/or distributions of any kind or nature and all other property distributable on account of or received or receivable with respect to any of the foregoing collateral=(xii) all products ~ proceeds of the foregoing colieternl= and (xiii) all the stock listed on Schedule 2 of Exhibit 'A~ etteched hereto. All ns more i~u'ticulerly deacrihed in Exhibit "A" {including Schedules I and 2) attncbed bereto and inco~orated be~in by this reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (conrd) (United Artists Theatre Circuit. Inc.) BANKERS TRUST COMPANY, as Collateral Agent ("Collateral Agent") for and on behalf of the several lenders party from time to time to (a) that certain Restructured Term Credit Agreement dated as of February 2. 2001. as amended, supplemented, extended or replaced from time to time, and (b) that certain Revolving Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829v I SCHEDULE"B' UCC 1 FINANCING STATEMENT ~'cont'd~) SIGNATURE PAGE DEBTOR: L-NITED ARTISTS THEATRE CIRCUS-T, I'NC., a Maryland corporation N · l den~: Title~ SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agem By Name: Title: 20.~9.~$19vl EXHIBIT "A' UCC 1 FINANCING STATEMENT (eont'd) (United Artists Theatre Cireuit~ Inc.) DESCRIPTION OF COLLATERAL 1. Collateral. Subject to the last paragraph of this Paragraph 1, the Collateral shall consist of all fight, title and interest of Debtor in and to the following: (a) All now existing and hereafter arising receivables, accounts, contracts, contract rights, chattel paper, documents, insm~nents, investment property, and general intangibles of Debtor, including but not limited to any and all partnership interests and/or interests in limited liability companies, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of Debtor now and hereafter arising in and to all security agreements, guaranties, leases and other writings securing or otherwise relating to any such receivables, accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles; (b) All invantory of Debtor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease, all raw materials, work in process, materials used or consumed in Debtor's business and finished goods, all goods in which Debtor has an interest in mass or a joint or other interest or gifts of any kind (including goods in which Debtor has an interest or right as consignee), and all goods which are returned to or repossessed by Debtor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor; (c) All equipment of Debtor, now owned and hereal~r acquired, wherever located, and all pans therenf end all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, without limitation, all machinery, tools, dies, blueprints, catalogues, computer hardware and software, furniture, furnishings and fixtures; (d) All now existing and hereafter acquired Computer Hardware and Software Collateral, Copyright Collateral, Patent Collateral, Trademark Collateral and Trade Secrets Collateral (as those terms are defined in Paragraph 2 below) (collectively, the "Intellectual 20288301vl Property Collateral"); (e) Ail deposit accounts, now existing and hereafter arising or established, maintained in Debtor's name with any financial institution including, without limitation, those accoums described more particularly on Schedule I attached hereto, and any and all funds at any time held therein and ali certificates, and other writings, if any, fi'om time to time representing, evidencing or deposited into such accoums, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (f) Ali now existing and hereat~er acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral; (g) All other property of Debtor now or herea~er in the possession, custody or consol of the Collateral Agent, and all property of Debtor in which the Collateral Agent now has or hereafier acquires a security interest for the benefit of the Secured Parties; (h) Rights under insurance policies, letter of credit rights, and supporting obligations, including without limitation guaranties; (i) Ali now existing and hereat~r acquired cash and cash equivalents held by Debtor not otherwise included in the foregoing Collateral; 0) All real property of Debtor, including but not limited to any and all fee interests, leasehold inl~-rests, together with all right, title and interest of Debtor therein and in and to all buildings and other improvements now or hereafter located thereon, together with all leases, rentals, earnings, income, deposits, secu~'ity deposits, receipts, royalties, revenues, issues, profits, proceeds and accounts receivable generated from the leasing, use and operation of all or any portion of the real property and/or improvements thereon to which Debtor may be entitled, whether now due, past due or to become due; (k) All rights m and interest in all cash and non-cash dividends and/or distributions of any kind or nature and all other property now or hereafter distributable on account of or received or receivable with respect to any of the foregoing Collateral; (1) All products and proceeds of the foregoing Collateral. For purposes of this collateral description, the term "proceeds" includes whatever is receivable or received when the Collateral or proceeds thereof is sold, collected, exchanged or otherwise disposed of, whether such disposition is volnntary or involnnta~y, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto; and 20288301vl (m) All the stock listed on the attached Schedule 2. As used herein, the term Collateral shall not include the following ("Excluded Collateral"): items identified in the preceding clauses (a) through (m) of this Paragraph I in which Debtor is prohibited from granting a security interest by thc terms of any Contractual Obligation (as defined in the Loan Agreements) or applicable law, or as to which the granting of a security interest would under the terms of any such Contractual Obligation (as defined in the Loan Agreements) reasonably constitute a breach or violation, or occasion the loss of material rights or interests or the incurrence of a material obligation. Debtor agrees not to enter into any enforceable Contractual Obligation of the type described in the preceding sentence in respect to assets having a value material in relation to thc consolidated assets of United Artists Theatre Company, a Delaware corporation; United Artists Theatre Circuit, Inc., a Maryland corporation; United Artists Realty Company, a Delaware corporation; United Artists Properties 1 Corp., a Colorado corporation and United Artists Properties 11 Corp., a Colorado corporation except as acceptable to the Collateral Agent in thc exercise of its reasonable discretion. 2. Intellectual Property Collateral. For purposes of this collateral description, the following capitalized terms shall mean the following "Computer Hardware and Software Collateral" means all of Debtor's right, title and interest in now existing and hereafter created or acquired: (a) Computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware; (b) Software programs (including both source code, object code and all related applications and data files), whether owned, licensed or leased, designed for use on the computers and electronic data processing hardware described in subparagraph (a) above; (c) Firmware associated therewith; (d) Documentation (including flow charts, logic, diagrams, manuals, guides and specifications) with respect to such hardware, sofh~are and f'u-mwarc described in subparagraphs (a) through (c) above; and (e) Rights with respect to all of the foregoing, including, without limitation, any and all of Debtor's copyrights, licenses, options, warranties, service contracts, program services, test rights, renewal rights and indemnifications and any substitutions, replacements, 20288301vl additions or model conversions of any of the foregoing. "~teral" means all of Debtor's right, title and interest in now existing and hereafier created or acquired copyrights and all semi-conductor chip product mask works of Debtor's, whether by statutory or common law. registered or unregistered, now or hereafter in force throughout the world including, without limitation, all of Debtor's right, title and interest in and to all copyrights and mask works registered in the United States Copyright Office or anywhere else in the world, and all applications for registration thereof, whether pending or in preparation, all copyright and mask work licenses, the right of Debtor to sue for past, present and future infringements of any thereof, all rights of Debtor corresponding thereto throughout the world, all extensions and renewals of any thereof and ali proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims damages and proceeds of suit, excluding, in each case. all Excluded Collateral. "Patent Collateral" means, except to the extem any thereof coustitutes Excluded Collateral. ail of Debtor's right, tide and interest in now existing and hereafter created or acquired: (a) Letters patent and applications for letters patent throughout the world, including all of Debtor's patent applications in preparation for filing anywhere in thc world and with the United States Patent and Trademark Office; (b) Patent licenses; (c) Reissues, divisions, conditions, continuations-in-part, extensions, renewals and reexaminations of any of the items described in subparagrapl~ (a) and (b) above, and (d) Proceeds of, and rights associated with, the foregoing (including license royalties and proceeds of infringements suits), the right of Debtor to sue third parties for past, present or future infringements of any patent or patent application of Debtor, and for breach of enforcement of any patent license, and all rights corresponding thereto throughout the world. "Trademark Collateral" means, except to the extent any thereof constitutes Excluded Collateral, ali of Debtor's right, title and interest in now existing and hereafter created or acquired: (a) Trademarks, trade names, corporate names, business names, fictitious business names, trade styles, service marks, certification makers, collective marks, logos, other 20288301vl source of business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature (all of the foregoing items in this clause (a) being collectively called a "Trademark"), now existing anywhere in the world or berea~er adopted or acquired, whether currently in use or not, all registrations and ~cordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or any office or agency of the United States of America or any State thereof or any foreign country: (b) Trademark licenses; (c) Reissues, extensions or renewals of any oftbe items described in subparagraphs (a) and (b) above; (d) The goodwill of the business of Debtor connected with the use of, and symbolized by the item described in subparagraphs (a) and (b) above; and (e) Proceeds of, and fights of Debtor associated with, the foregoing, including any claim by Debtor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill ' associated with the use of any such Trademark or for breach or enforcement of any Trademark license. "Trade Secrets Collateral" means, except to the extent any thereof constitutes Excluded Collateral, common law and statutory trade secrets and ali other confidential or proprietary or useful information and all know-how obtained by or used in or contemplated at any time for use in the business of Debtor (all of the foregoing being collectively called a "Trade Secret") whether or not such Trade Secret has been reduced to a writing or other tangible form including ali documents and things embodying, incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, including the right to sue for and to enjoin and to collect damages for the actnal or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license. 20288301vl SCHEDULE 1 DEPOSIT ACCOUNTS (See attached three (3) pages for deposit account descriptions) 20288301vl SCHEDULE 2 DESCRIPTION OF STOCK Description of Pre-Petition Pledfed Shares* (All owned by United Artists Theatre Circuit, Inc.) (* Common Stock unless otherwise noted) Stal~ of Issued and Per Certificate Issuer lncorooration Outstandino Stock Value Nos. 1. Beth Page Theatre Co., NY :5 $20.00 3 Inc. 2. Briarwood Theatre, DE 1,000 -0- 3 Inc.(M)t 3. Carriage House Motor FL 10 -0- 3 Lodge, Inc. (D)2 4. Cinema East Corp. (D) CT A-100 -0- A3 B-50 -0- B3 5. Groton Cinema, Inc. (M) CT 100 -0- 3 6. Harriet Theatre Corp. (M) NY 200 -0- 11 7. Hello Again Productions, DE 3,000 -0- 3 Inc. (D) 8. Hovir, Inc. (D) DE 3,000 -0- 3 9. J.T.C. Theaue Corp. (D) Wl 100 $ .01 3 10. Pat Plaza Amusements, NY A-100 -0- Al I Merger Dissolved 202SS.101 v I Inc. (D) B-100 -0- B5 11. Port Jefferson Theatre NY 200 -0- 3 Corp. (D) 12. Pyramid Films, Inc. (D) DE 3,000 -0- 3 13. Resort Amusement TX 2 $50.00 3 Corporation (D) 14. Saybrook Cinema, Inc. CT 100 -0- 3 (D) 15. Showbuilders, Inc. (D) TX 1,000 $ 1.00 1 16. South Plains Theatre, Inc. TX 1,000 $ 1.00 I 17. Sutter-Van Ness Theatre CA 4,000 $25.00 2 Company, Inc. (D) 18. Tallthe, Inc. NY A-100 -0- A3 B-100 -0- B3 19. The Movies at Harbor MD 10 -0- 3 Park, Inc. (D) 20. Theatre Erectors, Inc. (D) NY 200 -0- 3 21. U.A.P.R., Inc. DE 1,000 -0- 3 22. U.A. Theatre of WI 200 -0- 3 Wisconsin, Inc. (D) 23. UA Property Holding II, CO 100 $ 1.00 1 Inc. 24. UAB, Inc. DE 10 $ .01 5' 25. UAB II, Inc. CO 100 $ .01 5 Pfd - 1,000 Pfd - $.01 3 26. UA Theatre Amusements, NY 200 -0- 3 Inc. 27. United Artists Circuit CO 100 $ 1.00 1 Financing Corporation 28. United Artists CO 100 $ 1.00 2 International Management Company 29. UA International Property CO 100 -0- 3 Holding, Inc. 20288301vl 30. United Film Distribution DE 1,000 -0- 3 Company of South America 31. West Drive In, Inc. (D) NY 10 $10.00 3 20288301vl DescriDtion of Post-Petition Pledfed Shar~s (All owned by United Artists Theatre Circuit, Inc.) Issued and State of Outstanding Par Certificate Issuer lncorooration Stock Value Nos. 1. UA Mexico Holdings, S.A. de C.V. Mexico 900 No par I "B' 2. UA SHOR LLC Delaware 3. Multimatic Displays, Inc. New York 200 No par ! 4. United Artists/Pacific Media Joint NA NA NA NA Venture 5. United Artists International, Limited Hong Kong 999 H~:$1.0o 3 6. United Artists/Hcskel Brandon Delaware NA NA NA Theatre LLC 7. CDP Limited Liability Company California NA NA NA 8. Olympus Pointe Theatre Center California NA NA NA Investors, LLC 9. Staten Theatre Group (partnership) New York NA NA NA 20288301vl 10. Staten Theatre Group II (parmership) New York NA NA NA 11. United Artists Singapore Theatres Singapore 100,000 sP$1.0o No certificates Pte., Ltd. issued 12. Siam UATC Company Limited Thailand NA NA NA 13. RAM/UA-KOP, LLC Delaware NA NA NA 14. Showscan/United Artists Theatres Joint Colorado NA NA NA Venture (.partnership) 1S. Orix RAM Montgomery Venture lllinois NA NA NA General Pn.mter~.ip (partnership) 16. U^TC Europe B.¥. Netherlands 20,000 No par ~o certificates issued 20288301vl . PARtlES FINANCING S/A~EMENT Debtor name (last name first if individual) and mailing add~--s: Unb~rm Commercial Code Form UCC-1 IMPORTANT - Please read instnJctions before comolet~na United Anisrs Theau~ Circuit. Inc.. a Ma~land coq)oration 91 I0 E. Nichols Avenue ~ding No. (stamped by filing officer): Data, lime. Filing Office (stamped by ling officer) Englcv,~(x] CO 80l 12 1 Debtm name (last name first if individual) and mailing address: 5 The Financing Statament is p'esented for filing pursuant to the Un~form Commercial la Code and is to be riled with the (check applicable box). Debtor name (last name first n' individual) and mailing address: ~lsecretarJ of the Commonwealth' r-lreal estate Records of County. 6 NumbLw of &~l~l~l Shaets tif any 16 7 Sec~ed Pelt~j (ies) name(s) (last name rnt if individual) and Identi~ collateral by item and/ex type: address for secumy interest information: 130 LiT~rt)' New Yod( NY 100Ob See Altached Rider Assignee(s) of Secured Party name(s) (last name first if individual) and address for security interest information: [] fcheck only if desired) Products of the ,'n.~t,~ral are also covered. 9 Identify related mai estata if a pplica ble. 111e collateral is. or ~ncludes (ct~ech ~ppropriate box(es) - a. r-lcrops gromng or to be grown on ' b. r'lgceds which are or ere to become Iixture on - 2a c. r-lmine,'al$ or the like (~nclucling od and gas) as extracl_-,cl on - Special Types of PadJes (Check if applicable): d. [-laccounts resulting bom the sale of minesals or the like (~ncluding od end gas) at liThe terms "Debtor' and "Secured Party" mean "Lessee" the wellhead or m~nehead on · and "Le~or", respectively. [he following real estate: 1-11he terms "Debtor" and "Secured Party" mean Sleet Addse~.~: "Consignee~ and "Consignor". respectively. Desudbe at: Book ..... e! (check one) DDeeds DMortgages. at Page(s)____ I--IDebtor S a Transmittin~l Utility. 3 for ......... County. Uniform Parcel Identifier ___ SECURED PARIY SIGNARJRE(S) I--IDescdbed ce Additional Sheet. 1his staatament is filed with ouly the Secured Pe~'~'s signa~'e Name of record owner (requved only if no Debtor has an ~nterest of record): to per/act a security ;nterest in collateral (check applicable box(es))- a. []acquired after a change of name, k:lenliPj or coqxxata _ 10 b. [-~es to which the filing bas lapsed. Debtor S~gnature(s): c. already subject to a security interest in another ceunPJ in See S~hedule B auech~d hereto for Per~nsylvania - []when the coSatmal was moved to this county. Dwhen the Debtor's residence or place of business was moved ta this county, la d. already subJeCt to a secu~ty interest in annthe~ ~udsdiction - Dwhen the c~latmal was moved to Pennsylvania. Dwhen the Debtor's Iocallen was moved to Pennsylvania. t b e. Dwh~ch is Ixoceeds of the collateral described in bleck 9. in which a secudty interest was p~evousiy pedected ~S£ ID: 12021~ P^-Cumberl~nd Coumy I~0~honomry descnbe proceecls in block 9. if purchased with cash 11 proceeds and not adoquately desc~bed on the adequately descnhed on the original financing statement, rETURN RECEIPT TO: C~C The U~ited $l~t~s Corporation Company $uit~ I(XI. 2730 Gateway Oaks Drive Secured Pa~ty Slgnatt~e(s): Sacmmcmu. CA 95S33 (Required only if box(es) is checked abOve): 4 12 Aprxoved by the Secreta~ of the Commonwealth of Pennsylvania