10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
F O R M  10-Q
[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 29, 2001
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________
Commission File Number  333-1024
UNITED ARTISTS THEATRE CIRCUIT, INC.
(Exact name of registrant as specified in its charter)
Maryland		13-1424080
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
9110 East Nichols Avenue, Suite 200
Englewood, CO		80112
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		(303) 792-3600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes     X      No        .

The number of shares outstanding of $1.00 par value common stock at March 29, 2001 was 100 shares.

UNITED ARTISTS THEATRE CIRCUIT, INC.

Quarterly Report on Form 10-Q

March 29, 2001

(Unaudited)

TABLE OF CONTENTS

PART I		Financial Information				Page Number
	Item 1.		Financial Statements
			Condensed Consolidated Balance Sheets (Unaudited)				4
			Condensed Consolidated Statements of Operations (Unaudited)				5
			Consolidated Statement of Stockholder's Equity (Deficit) (Unaudited)				6
			Condensed Consolidated Statements of Cash Flows (Unaudited)				7
			Notes to Condensed Consolidated Financial Statements				8
	Item 2.		Management's Discussion and Analysis of
			Financial Condition and Results of Operations				17
	Item 3.		Quantitative and Qualitative Disclosures
					About Market Risk		23
PART II		Other Information
	Item 6.			Exhibits and Reports on Form 8-K			24

CAUTIONARY STATEMENT REGARDING

FORWARD LOOKING STATEMENTS

Certain of the matters discussed in this form 10-Q may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.  Such forward-looking statements involve uncertainties and other factors and the actual results and performance of United Artists Theatre Circuit, Inc. ("UATC") may be materially different from future results or performance expressed or implied by such statements.  Cautionary statements regarding the risks associated with such forward-looking statements include, without limitation, those statements included under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk."

In general, the risks and uncertainties associated with the performance of UATC relate to:

• the dependence of UATC on films and studios and on its ability to obtain popular motion pictures;
• the impact, if any, on the available supply of film because of the potential work stoppage during 2001 by the Screen Actors Guild;
• the continuing impact of competitive stadium seating theatres on the patronage of UATC's non-stadium seating theatres;
• the dependence of UATC on key personnel;
• the sensitivity of UATC to adverse trends in the general economy;
• the high degree of competition in UATC's industry; and
• the volatility of UATC's quarterly results due to the seasonality of film release schedules.

The foregoing cautionary statement expressly qualifies all written or oral forward-looking statements attributable to UATC.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in Millions) (Unaudited)

	Reorganized	Predecessor
	Company	Company
Assets	March 29, 2001	December 28, 2000
Current assets:
Cash and cash equivalents	$   7.6	11.4
Receivables, net
Notes	1.5	1.5
Other	4.2	6.7
	5.7	8.2
Prepaid expenses and concession inventory	14.9	12.6
Other assets	2.1	1.5
Total current assets	30.3	33.7
Investments and related receivables	3.0	3.0
Property and equipment, at cost:
Land	10.3	12.6
Theatre buildings, equipment and other	218.6	503.3
	228.9	515.9
Less accumulated depreciation and amortization	(2.4)	(212.1)
	226.5	303.8
Intangible assets, net	135.5	39.3
Other assets, net	0.9	67.3
	$ 396.2	447.1
Liabilities and Stockholder's Equity (Deficit)
Current liabilities:
Accounts payable
Film rentals	$  13.8	15.7
Other	36.7	37.8
	50.5	53.5
Accrued and other liabilities
Salaries and wages	2.0	5.3
Interest	2.1	2.9
Other	24.5	15.9
	28.6	24.1
Current portion of long-term debt (note 3)	20.0	1.9
Total current liabilities	99.1	79.5
Other liabilities	7.8	30.7
Debt (note 3)	256.1	4.2
Total liabilities not subject to compromise	363.0	114.4
Liabilities subject to compromise (note 1)	-	517.3
Total liabilities	363.0	631.7
Minority interests in equity of consolidated subsidiaries	4.8	4.9
Stockholder's equity (deficit):
Preferred stock (authorized shares 5,000,000, no shares are issued and outstanding)	-	-
Common stock (authorized shares 1,000, issued and outstanding 100 shares)	-	-
Additional paid-in capital	97.9	289.9
Accumulated deficit	(6.8)	(478.3)
Related party receivables	(62.7)	(1.1)
Total stockholder's equity (deficit)	28.4	(189.5)
	$ 396.2	447.1

Commitments and contingencies - note 7

See accompanying notes to condensed consolidated financial statements.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in Millions)

(Unaudited)

	Reorganized	Predecessor
	Company	Company
	Four Weeks Ended	Nine Weeks Ended	Thirteen Weeks Ended
	March 29, 2001	March 1, 2001	March 30, 2000
Revenue:
Admissions	$   20.1	69.1	85.3
Concession sales	8.2	26.9	35.1
Other	1.1	3.1	5.0
	29.4	99.1	125.4
Costs and expenses:
Film rental and advertising expenses	10.3	36.2	45.1
Direct concession costs	0.9	3.1	4.2
Occupancy expense (note 7)	5.8	12.5	21.8
Other operating expenses	11.2	26.2	41.9
Affiliate lease rentals (note 4)	-	0.1	0.1
General and administrative	1.6	3.2	5.3
Depreciation and amortization	3.5	6.4	11.1
Asset impairments, lease exit and restructure costs	-	1.1	1.8
	33.3	88.8	131.3
Operating income (loss)	(3.9)	10.3	(5.9)
Other income (expense):
Interest, net (note 3)	(2.1)	(5.9)	(10.6)
Gain on disposition of assets	0.1	4.6	5.6
Minority interests in earnings of consolidated          subsidiaries	0.1	(1.0)	(0.5)
Other, net	(1.0)	(0.1)	0.9
	(2.9)	(2.4)	(4.6)
Income (loss) before reorganization items, income taxes,
and extraordinary item	(6.8)	7.9	(10.5)
Reorganization items (note 1)	-	33.3	-
Income (loss) before income taxes and extraordinary item	(6.8)	41.2	(10.5)
Income tax benefit (note 5)	-	-	0.1
Income (loss) before extraordinary item	(6.8)	41.2	(10.4)
Extraordinary item, net of income taxes (note 1)	-	187.6	-
Net income (loss)	$   (6.8)	228.8	(10.4)

See accompanying notes to condensed consolidated financial statements.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Consolidated Statement of Stockholder's Equity (Deficit)

(Amounts in Millions)

(Unaudited)

			Additional					Total
	Preferred	Common	paid-in		Accumulated	Related party		stockholder's
	stock	Stock	capital		deficit	receivables		equity (deficit)
Balance at December 28, 2000	$      -	-	289.9	(478.3)		(1.1)	(189.5)
Net income	-	-	-	228.8		-	228.8
Adjustment to Predecessor equity accounts
in connection with fresh-start reporting	-	-	(289.9)	249.5		(61.6)	(102.0)
Issuance of new equity in reorganized company	$      -	-	97.9	-		-	97.9
Balance at March 2, 2001	-	-	97.9	-		(62.7)	35.2
Net loss	-	-	-	(6.8)		-	(6.8)
Balance at March 29, 2001	$      -	-	97.9	(6.8)		(62.7)	28.4

See accompanying notes to condensed consolidated financial statements.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in Millions)

(Unaudited)

	Reorganized	Predecessor
	Company	Company
	Four Weeks Ended	Nine Weeks Ended	Thirteen Weeks Ended
	March 29, 2001	March 1, 2001	March 30, 2000
Net income (loss)	$   (6.8)	228.8	(10.4)
Effect of leases with escalating minimum annual rentals	0.3	0.6	1.2
Depreciation and amortization	3.5	6.4	11.1
Provision for impairment and lease exit costs	-	1.1	-
Reorganization items	-	(33.3)	-
Gain on disposition of assets	(0.1)	(4.6)	(5.6)
Minority interests in earnings of consolidated subsidiaries	(0.1)	1.1	0.5
Extraordinary gain on extinguishment of debt	-	(187.6)	-
Change in assets and liabilities:
Receivables	0.3	2.2	0.2
Prepaid expenses and concession inventory	1.4	(3.8)	(3.8)
Other assets	(1.1)	(0.1)	(0.5)
Accounts payable	(2.0)	(10.6)	5.7
Accrued and other liabilities	(2.9)	(2.4)	6.0
Net cash provided by (used in) operating activities	(7.5)	(2.2)	4.4
Cash flow from investing activities:
Capital expenditures	(0.4)	(0.1)	(10.6)
Proceeds from disposition of assets, net	0.1	4.5	7.4
Other, net	-	(1.2)	0.2
Net cash used in investing activities	(0.3)	3.2	(3.0)
Cash flow from financing activities:
Dividend to Parent	-	-	(1.3)
Debt borrowings	17.5	22.5	-
Debt repayments	(6.5)	(16.8)	(0.4)
Decrease in cash overdraft	(2.6)	(3.1)	(6.4)
Increase in related party receivables	-	(1.0)	(1.2)
Other, net	-	-	(0.4)
Net cash provided (used) by financing activities	8.4	1.6	(9.7)
Net cash used in reorganization items	-	(7.0)	-
Net increase (decrease) in cash and cash equivalents	0.6	(4.4)	(8.3)
Cash and cash equivalents:
Beginning of period	7.0	11.4	16.0
End of period	$   7.6	7.0	7.7
Supplemental cash flow information:
Cash paid for interest	$    0.1	7.9	11.8
Cash paid for income taxes	$       -	-	-

See accompanying notes to condensed consolidated financial statements.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 29, 2001

(Unaudited)

(1)       Chapter 11 Reorganization and General Information

On September 5, 2000 (the "Petition Date") United Artists Theatre Circuit, Inc. (as it existed before March 2, 2001, the "Predecessor Company") and certain of its subsidiaries, as well as its parent company, United Artists Theatre Company (the "Parent") and certain of the Parent's subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11 Cases"), as well as a joint plan of reorganization.  On January 22, 2001 the joint plan of reorganization, as it had been amended from time to time, (the "Plan"), was approved by the Court, and the Debtors declared the Plan to be effective on March 2, 2001 (the "Effective Date).  In conjunction with the reorganization, the Parent's bank credit facility as it existed before the Petition Date (the "Pre-Petition Credit Facility") was restructured into a Restructured Term Credit Facility of approximately $252.1 million, and an additional $35.0 million Revolving Credit Facility was secured.

On March 2, 2001, United Artists Theatre Circuit, Inc. (as it exists on and after March 2, 2001, the "Reorganized Company", "UATC" or the "Company") adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7").  The Company's post-reorganization balance sheet and the statement of operations, which reflect the application of fresh-start reporting, have not been prepared on a consistent basis with the pre-reorganization financial statements and are not comparable in all respects to the financial statements prior to the reorganization.  For accounting purposes, the inception date of the Reorganized Company is deemed to be March 2, 2001 .

Under fresh start reporting, the reorganization value of the Parent, which represents the fair value of all of the Parent's assets (net of liabilities), was determined through negotiations between the Parent's management and its pre-petition creditors and such reorganization value is allocated to the Parent's assets based on their relative fair values.  Liabilities, other than deferred income taxes, are also stated at their fair values.  Deferred taxes are determined in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 109.  Application of SOP 90-7 creates a new reporting entity having no retained earnings or accumulated deficit.  The estimated reorganization value of the Parent as of March 2, 2001 is approximately $380 million, of which approximately $320 million was attributable to the Reorganized Company.

As a consequence of the Plan on March 2, 2001, the reorganized Parent's capital structure consisted of approximately $252.1 million of debt under the Restructured Bank Credit Facility, $57.0 million of preferred stock and $39.1 million in common equity.  The Anschutz Corporation ("TAC"), affiliates of which were pre-petition senior lenders, converted 100% of its senior debt into a combination of convertible preferred stock, common stock and warrants ($10.00 exercise price) to purchase common stock of the Parent which, in aggregate, represents approximately 54% of the fully diluted common equity of the Parent.  Other senior lenders under the Pre-Petition Credit Facility received common stock in the Parent representing approximately 29% of the fully diluted common stock and subordinated lenders received common stock warrants with an exercise price of $10.00 per share representing approximately 7% of the fully diluted common stock, with the remaining fully diluted common stock reserved for management stock options.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(1)       Chapter 11 Reorganization and General Information, continued

The filing of the Chapter 11 Cases by the Debtors (i) automatically stayed actions by creditors and other parties in interest to recover any claim that arose prior to the commencement of the Chapter 11 Cases, and (ii) served to accelerate, for purposes of allowance, all pre-bankruptcy filing liabilities of the Predecessor Company, whether or not those liabilities were liquidated or contingent on the Petition Date.  In accordance with SOP 90-7 the following table sets forth the liabilities of the Predecessor Company subject to compromise as of March 1, 2001 (amounts in millions):

Trade accounts payable and other	$  30.8
Debt	442.1
Lease exit costs	39.6
Total liabilities subject to compromise	$512.5

Additional liabilities subject to compromise may arise subsequent to the Petition Date resulting from rejection of executory contracts, including leases, and from the determination by the bankruptcy court (or through agreement by the parties in interest) of allowed claims for contingencies and other disputed amounts.

The above summary of liabilities subject to compromise excludes certain obligations existing on the Petition Date with respect to which the Predecessor Company received approval from the court to continue to service in the normal course of business.  These obligations primarily include the pre-petition film licensing agreements and other amounts owing to the motion picture studios, employee compensation and other essential trade creditors.

A settlement agreement was reached with the committee representing the unsecured creditors in the Chapter 11 Cases.  As a result of this agreement and its approval through confirmation of the Plan, a pool of $5.0 million in cash and up to $5.0 million in payment-in-kind notes (dependent upon the final total of allowed claims) will be available for distribution on a pro rata basis to the Predecessor Company's unsecured creditors.  The payment-in-kind notes earn "in-kind" interest at 8% with one third payable during March 2005, one third payable during March 2006 and the remaining one third payable during March 2007.

The discharge of obligations subject to compromise for less than the recorded amounts resulted in an extraordinary gain on discharge of debt of $187.6 million.

In accordance with SOP 90-7, all costs and expenses incurred in connection with the Predecessor Company's reorganization since the Petition Date have been reflected as reorganization items in the accompanying consolidated statement of operations.

Reorganization items (expenses) recorded by the Predecessor Company during the nine weeks ended March 1, 2001 consisted of the following:

Adjustments of assets and liabilities to fair value	$ 40.2
Professional fees	(6.4)
Asset impairments	(0.4)
Other	(0.1)
	$ 33.3

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(1)       Chapter 11 Reorganization and General Information, continued

In addition to owning all of the outstanding capital stock of UATC, the Parent also owns all of the outstanding capital stock of United Artists Realty Company ("UAR").  UAR and its subsidiary United Artists Properties I Corp. ("Prop I") are the owners and lessors of certain operating theatre properties leased to and operated by UATC.

In the opinion of management, all adjustments (consisting of normal recurring accruals) have been made in the accompanying interim condensed consolidated financial statements that are necessary to present fairly the financial position of UATC and the Predecessor Company and the results of their operations.  Interim results are not necessarily indicative of the results for the entire year because of fluctuations of revenue and related expenses resulting from the seasonality of attendance and the availability of popular motion pictures.  These financial statements should be read in conjunction with the audited December 28, 2000 consolidated financial statements and notes thereto included in the Predecessor Company's Annual Report on Form 10-K.

Certain prior period amounts have been reclassified for comparability with the 2001 presentation.

(2)       Fresh-Start Reporting

In connection with the emergence from bankruptcy, the Company adopted fresh-start reporting in accordance with the requirements of SOP 90-7.  The application of SOP 90-7 resulted in the creation of a new reporting entity.

Under fresh-start reporting, the reorganization value of the entity has been allocated to the Company's assets and liabilities on a basis substantially consistent with purchase accounting.  The fresh-start reporting adjustments, primarily related to the adjustment of the Company's assets and liabilities to fair market values, will have a significant effect on the Company's future statements of operations.  The more significant of these adjustments relate to reduced depreciation expense on property and equipment, increased amortization expense on intangible assets, and decreased interest expense.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(Unaudited)

The effects of the Reorganization and fresh-start reporting on the Company's balance sheet as of March 2, 2001 are as follows (in millions):

	Predecessor	(a)	(b)	(c)	Reorganized
	Company	Discharge	Settlement		Company
Assets	March 2, 2001	of Debt	with Stockholders	Fresh-Start Adjustments	March 2, 2001
Current assets:
Cash and cash equivalents	$    7.5	-	-	(0.5)	7.0
Receivables, net
Notes	1.5	-	-	-	1.5
Other	4.5	-	-	-	4.5
	6.0	-	-	-	6.0
Prepaid expenses and concession inventory	16.5	-	-	(0.6)	15.9
Other assets	1.5	-	-	-	1.5
Total current assets	31.5	-	-	(1.1)	30.4
Investments and related receivables	3.0	-	-	(0.1)	2.9
Property and equipment, at cost:
Land	12.2	-	-	(1.9)	10.3
Theatre buildings, equipment and other	499.3	-	-	(280.7)	218.6
	511.5	-	-	(282.6)	228.9
Less accumulated depreciation and amortization	(214.6)	-	-	214.6	-
	296.9	-	-	(68.0)	228.9
Intangible assets, net	38.6	-	-	97.8	136.4
Other assets, net	68.4	-	-	(67.9)	0.5
	$ 438.4	-	-	(39.3)	399.1
Liabilities and Stockholder's Equity (Deficit)
Current liabilities:
Accounts payable
Film rentals	$   19.4	-	-	-	19.4
Other	20.8	10.4	-	4.0	35.2
	40.2	10.4	-	4.0	54.6
Accrued and other liabilities
Salaries and wages	5.5	-	-	(1.5)	4.0
Interest	0.1	-	-	-	0.1
Other	25.4	2.9	-	-	28.3
	31.0	2.9	-	(1.5)	32.4
Current portion of long-term debt	7.0	1.9	-	-	8.9
Total current liabilities	78.2	15.2	-	2.5	95.9
Other liabilities	27.3	-	-	(20.4)	6.9
Debt	4.1	252.2	-	-	256.3
Total liabilities not subject to compromise	109.6	267.4	-	(17.9)	359.1
Liabilities subject to compromise	512.5	(512.5)	-	-	-
Total liabilities	622.1	(245.1)	-	(17.9)	359.1
Minority interests in equity of consolidated subsidiaries	4.8	-	-	-	4.8
Stockholder's equity (deficit):
Preferred stock	-	-	-	-	-
Common stock	-	-	-	-	-
Additional paid-in capital	289.9	57.5	(249.5)	-	97.9
Accumulated deficit	(477.3)	187.6	289.7	-	-
Related party receivables	(1.1)	-	-	(61.6)	(62.7)
Total stockholder's equity (deficit)	(188.5)	245.1	40.2	(61.6)	35.2
	$ 438.4	-	40.2	(79.5)	399.1

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(2)       Fresh-Start Reporting, continued

1. To record the debt discharge and the issuance of new debt, including the settlement with the Predecessor Company's creditors notes, issued under the Restructured Term Credit Facility of $252.1 million, up to $10.0 million of which may be available for distribution on a pro rata basis to the Predecessor Company's unsecured creditors.
2. To record the elimination of the Predecessor Company's old equity and related accounts.
3. To record the adjustments that reflect the assets and liabilities at their fair values and to adjust the accumulated deficit to zero.

The implementation of the Plan also resulted in, among other things, the satisfaction or disposition of various types of claims against the Predecessor Company, the assumption and rejection of certain leases and agreements, and the establishment of a new board of directors following the Effective Date, along with new employment and other arrangements with certain members of management.

(3)       Debt

As a result of the Plan being declared effective on March 2, 2001, substantially all of the debt existing prior to that date was replaced by the Restructured Term Credit Facility and a new $35.0 million Revolving Credit Facility.

Debt is summarized as follows (amounts in millions):

	March 29, 2001	December 28, 2000
Restructured Term Credit Facility (a)	252.1	-
Revolving Credit Facility (b)	17.5	-
Other	6.5	7.8
Pre-Petition Credit Facility	-	439.7
Debtor in Possession Facility	-	-
	276.1	447.5
Less current portion	(20.0)	(1.9)
Less amounts subject to compromise	-	(441.4)
Long term debt	256.1	4.2

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(3)       Debt, continued

(a)	The Restructured Term Credit Facility (the "Term Facility") represents a 72.5% reinstatement of the amounts owed to all lenders, other than TAC and its affiliates, under the Pre-Petition Credit Facility.  Borrowers under the Term Facility include UATC, its Parent, and certain of the Parent's subsidiaries.  The Term Facility provides for interest to be accrued at varying rates, with interest payable monthly.  The interest rate at March 29, 2001 was 9.4%.  Principal payments under the Term Facility are $0.6 million quarterly from June 30, 2001 through December 31, 2003 and $6.3 million payable each quarter during 2004, with the remaining principal balance due on February 2, 2005.  Additional principal repayments may also be required as a result of asset sales or the issuance of certain debt or equity securities.
	The Term Facility is secured by, among other things, the capital stock of certain subsidiaries of UATC, mortgages on certain of UATC's, UAR's and Prop I's properties, and a security interest in substantially all assets of UATC, the Parent and their subsidiaries.  All such security interests held by the lenders under the Term Facility are subordinate to the security interests held by the lenders under the $35.0 million Revolving Credit Facility as described in (b).
	The Term Facility contains certain provisions that require the Parent to maintain certain financial ratios and places limitations on, among other things, capital expenditures and additional indebtedness.
(b)	The $35.0 million Revolving Credit Facility (the "Revolver") is a $35.0 million revolving credit facility (with a sublimit of $10.0 million related to the issuance of letters of credit) repayable in full on August 2, 2004.  The commitment may be reduced as the result of issuance of certain debt or equity securities.  Borrowers under the Revolver include UATC, its Parent, and certain of the Parent's subsidiaries.  The Revolver provides for interest to be accrued at varying rates, with interest payable monthly.  The interest rate at March 29, 2001 was 8.4%.
	The Revolver is secured by the same collateral as is the Term Facility.
	The Revolver contains certain provisions that require the Parent to maintain certain financial ratios and places limitations on, among other things, capital expenditures and additional indebtedness.  Such provisions are substantially the same as those within the Term Facility as described in (a) above.

Interest, net includes amortization of deferred loan costs of $0.1 million, $0.5 million and $0.4 million for the four weeks ended March 29, 2001, the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000, respectively.  Additionally, interest, net includes interest income of $0, $1.0 million and $1.4 million for the four weeks ended March 29, 2001, the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000, respectively.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(4)       Related Party Transactions

UATC leases certain of its theatres from UAR and Prop I in accordance with two master leases (the "Receivable").  The leases provide for basic monthly or quarterly rentals and may require additional rentals, based on the revenue of the underlying theatre.  In order to fund the cost of additions and/or renovations to the theatres leased by UATC from UAR or Prop I, UATC has periodically made advances to UAR.  Through March 1, 2001, interest on the advances accrues at the prime rate and amounted to $0.9 million and $1.4 million for the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000, respectively.  As part of the application of fresh-start reporting the Receivable was reclassified from other assets to stockholder's equity (deficit) and interest no longer accrues on this amount.  The Receivable will be reduced upon any sale of properties by UAR and Prop I, with UATC receiving the net proceeds of the sale less the amount required to be paid under the Term Facility.

(5)       Income Taxes

UATC and each of its 80% or more owned subsidiaries are included in the Parent's consolidated federal income tax return.  Pursuant to a tax sharing agreement with the Parent, UATC and each of its 80% or more owned consolidated subsidiaries are allocated a portion of the Parent's current federal income tax expense (benefit).  Such allocations are determined as if UATC and each of its 80% or more owned consolidated subsidiaries were separate tax paying entities within the consolidated group. For the four weeks ended March 29, 2001, the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000, UATC and each of its 80% or more owned consolidated subsidiaries were allocated no current federal income tax expense (benefit) pursuant to such tax sharing agreement as a result of the group's overall net loss position.

Consolidated subsidiaries in which UATC owns less than 80% file separate federal income tax returns. The current and deferred federal and state income taxes of such subsidiaries are calculated on a separate return basis and are included in the accompanying condensed consolidated financial statements of UATC.

At December 28, 2000, the Parent had a net operating loss carryforward for federal income tax purposes of approximately $287.7 million.  The net operating loss will be reduced due to the extinguishment of debt in conjunction with the bankruptcy.  Additionally, any available net operating loss will be limited due to the change in ownership of the Parent.

The Parent's federal income tax returns for 1998 and 1999 have not been audited.  An audit by the IRS of these years could reduce the amount of NOL carryforward and/or change the basis of the assets, thereby reducing future deductible amounts.  UATC believes any future audit adjustments would not have a material adverse effect on its or the Parent's financial condition or results of operation. 

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(6)       Segment Information

UATC's operations are classified into three business segments: Theatre Operations, In-Theatre Advertising and the Satellite Theatre NetworkÔ ("STN").  STN rents theatre auditoriums for seminars, corporate training, business meetings and other educational or communication uses, product and consumer research and other entertainment uses.  Theatre auditoriums are rented individually or on a networked basis.  In-Theatre Advertising sells various advertising within its theatres and on UATC's web page.

The following table presents certain information relating to the Theatre Operations, In-Theatre Advertising and STN segments for the four weeks ended March 29, 2001, the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000, (amounts in millions):

		Theatre	In-Theatre
		Operations	Advertising	STN	Total
As of and for the four weeks ended March 29, 2001
	Revenue	$ 28.9	0.4	0.1	29.4
	Operating income (loss)	(4.3)	0.4	-	(3.9)
	Depreciation and amortization	3.5	-	-	3.5
	Assets	395.0	0.3	0.9	396.2
	Capital expenditures	0.4	-	-	0.4
As of and for the nine weeks ended March 1, 2001
	Revenue	$ 96.9	1.2	1.0	99.1
	Operating income (loss)	8.8	1.2	0.3	10.3
	Depreciation and amortization	6.4	-	-	6.4
	Assets	431.8	1.2	5.4	438.4
	Capital expenditures	0.1	-	-	0.1
As of and for the thirteen weeks ended March 30, 2000
	Revenue	$122.5	2.0	0.9	125.4
	Operating income (loss)	(7.9)	1.7	0.3	(5.9)
	Depreciation and amortization	11.0	0.1	-	11.1
	Assets	522.1	1.5	3.9	527.5
	Capital expenditures	10.6	-	-	10.6

(7)       Commitments and Contingencies

UATC is involved in various pending and threatened legal proceedings involving allegations concerning contract breaches, torts, employment matters, environmental issues, anti-trust violations, local tax disputes, and miscellaneous other matters.  In addition, there are various claims against UATC relating to certain of the leases held by UATC.  Although it is not possible to predict the outcome of these proceedings, management believes that UATC has good and meritorious defenses to all such actions and claims and the result of any such actions are not likely to have a material adverse effect on UATC's financial position, liquidity and results of operations.  All claims arising against UATC prior to the Petition Date will be paid, settled or otherwise disposed of pursuant to the Plan of Reorganization.

UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, continued

(7)       Commitments and Contingencies, continued

UATC and UAR are parties to several sale and leaseback transactions whereby the land and buildings underlying 39 theatres were sold to and leased back from unaffiliated third parties with primary lease terms averaging 21 years, and generally two 5 year renewal options.

The American With Disabilities Act of 1990 ("ADA") and certain state statutes, among other things, require that places of public accommodation, including theatres (both existing and newly constructed) be accessible to and that assistive listening devices be available for use by certain patrons with disabilities.  With respect to access to theatres, the ADA may require that certain modifications be made to existing theatres to make such theatres accessible to certain theatre patrons and employees who are disabled.  The ADA requires that theatres be constructed in such a manner that persons with disabilities have full use of the theatre and its facilities and reasonable access to work stations.  The ADA provides for a private right of action and reimbursement of plaintiff's attorney's fees and expenses under certain circumstances.  UATC has established a program to review and evaluate UATC's theatres and to make any changes that may be required by the ADA.

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

On September 5, 2000 (the "Petition Date") United Artists Theatre Circuit, Inc. (as it existed before March 2, 2001, the "Predecessor Company") and certain of its subsidiaries, as well as its parent company, United Artists Theatre Company (the "Parent") and certain of the Parent's subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11 Cases"), as well as a joint plan of reorganization.  On January 22, 2001 the joint plan of reorganization, as it had been amended from time to time, (the "Plan"), was approved by the Court, and the Debtors declared the plan to be effective on March 2, 2001 (the "Effective Date).  In conjunction with the reorganization, the Parent's bank credit facility as it existed before the Petition Date (the "Pre-Petition Credit Facility") was restructured into a Term Facility of approximately $252.1 million, and an additional $35.0 million Revolver was secured.

On March 2, 2001, United Artists Theatre Circuit, Inc. (as it exists on and after March 2, 2001, the "Reorganized Company", "UATC" or the "Company") adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"). The Company's post-reorganization balance sheet and the statement of operations, which reflect the application of fresh-start reporting, have not been prepared on a consistent basis with the pre-reorganization financial statements and are not comparable in all respects to the financial statements prior to the reorganization.  For accounting purposes, the inception date of the Reorganized Company is deemed to be March 2, 2001 .

Due to the occurrence of the Effective Date on March 2, 2001 and the application of fresh-start reporting, UATC's 2001 statements of operations include information reflecting the four weeks ended March 29, 2001, the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000.  Operating results and financial position for periods subsequent to March 1, 2001 are herein referred to as "Reorganized Company" and for all periods ending on or prior to March 1, 2001 as "Predecessor Company".

In order to provide a meaningful basis of comparing the quarters ended March 29, 2001 and March 30, 2000 for purposes of the following tables and discussion, the operating results of the Reorganized Company for the four weeks ended March 29, 2001 have been combined with the operating results of Predecessor Company for the nine weeks ended March 1, 2001 (collectively referred to as "Combined Company") and are compared to the thirteen weeks ended March 30, 2000.  Depreciation, amortization and certain other line items included in the operating results of Combined Company are not comparable between periods as the nine weeks ended March 1, 2001 and the thirteen weeks ended March 30, 2000 of Predecessor Company do not include the effects of fresh-start reporting adjustments.  The combining of reorganized and predecessor periods is not acceptable under accounting principles generally accepted in the United States.

The following discussion and analysis of Combined Company's financial condition and results of operations should be read in conjunction with UATC's Condensed Consolidated Financial Statements and related notes thereto.

UATC operates three business segments:  Theatre Operations, In-Theatre Advertising and Satellite Theatre Network Ô .  A discussion of the results of operations for each of UATC's three segments follows:

Theatre Operations Segment

Thirteen Weeks Ended March 29, 2001 and March 30, 2000

The following table summarizes certain operating data of Combined and Predecessor Company's Theatre Operations segment for the thirteen weeks ended March 29, 2001 and March 30, 2000 (dollars in millions, except weighted averages and ratios):

	Combined Company	Predecessor Company
	Thirteen Weeks Ended	Thirteen Weeks Ended	% Increase
	March 29, 2001	March 30, 2000	(Decrease)
Revenue (1):
Admissions	$89.2	85.3	4.6 %
Concession sales	35.1	35.1	-
Other	1.5	2.1	(28.6)
Operating expenses (1):
Film rental and advertising expenses	46.4	45.1	2.9
Concession costs	4.1	4.2	(2.4)
Occupancy expense	18.5	21.9	(15.5)
Other operating expenses:
Personnel expense	19.2	21.4	(10.3)
Miscellaneous operating expenses	17.4	19.8	(12.1)
Weighted average operating theatres (2)	212	272	(22.1)
Weighted average operating screens (2)	1,595	1,949	(18.2)
Weighted average screens per average theatre	7.5	7.2	4.2
Admissions per weighted average
operating theatre	$420,919	313,603	34.2
Admissions per weighted average
operating screen	$55,947	43,766	27.8
Concession sales per weighted average
operating theatre	$165,373	129,044	28.2

     (1)  Includes revenue and expenses of all theatres operated by UATC that are more than 50% owned.

     (2)  Weighted average operating theatres and screens represent the number of theatres and screens operated weighted by the number of days operated during the period.

Revenue from Operating Theatres

Admissions:  The following table summarizes certain statistics pertinent to an analysis of admissions revenue:

	Thirteen Weeks Ended
	March 29, 2001 Compared to
	Thirteen Weeks Ended
	March 30, 2000
Percentages change in:
Admissions	4.6%
Caused by:
Attendance declines	(0.3)
Price increases	4.9
Weighted average theatres	(22.1)
Weighted average screens	(18.2)
Admissions revenue per:
Weighted average theatre	34.2
Weighted average screen	27.8

The increase in admissions revenue during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000 set forth above is the result of a stronger film release schedule during the holiday season, which carried over into the first quarter of 2001, along with the successful films released early in the first quarter of 2001.  Also, increases in average ticket prices due to a more adult oriented film mix in the 2001 period contributed to the increase in admissions compared to 2000 results.  The attendance declines were caused by (1) decreases in weighted average operating theatres and screens as shown above, and (2) a continuing adverse impact on attendance at certain of UATC's older theatres due to the opening of new stadium seating theatres by UATC's competitors in certain markets.  The decrease in weighted average operating theatres and screens are the result of sales and lease rejections and closures of under-performing theatres as part of UATC's reorganization through the Chapter 11 Cases.  The increase in industry admissions and the closure of under-performing theatres during 2000 resulted in an increase in admissions revenue per weighted average theatre and screen during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.

Concession sales:  Concession sales revenue and average concession sales per patron during the thirteen weeks ended March 29, 2001 were consistent with the thirteen weeks ended March 30, 2000, as a result of the strong film releases discussed above, partially offset by the decreased attendance resulting from the closure of under-performing theatres during 2000.  Concession sales per weighted average operating theatre increased 28.2% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  The increase in concession sales per operating theatre relates primarily to continued emphasis on sales staff training, and the opening of new theatres with more efficient concession operations and the closure or sale of older, smaller theatres with less efficient concession operations.  The growth of concession sales per patron were adversely affected by the more adult oriented nature of the films during the thirteen weeks ended March 29, 2001 versus the 2000 period.

Other:  Other theatre operations segment revenue is derived primarily from electronic video games located in theatre lobbies, theatre screening and commercial rentals, and other miscellaneous sources.  Due primarily to the reduction in theatres, other revenue decreased 28.6% for the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.

Operating Expenses from Operating Theatres

Film rental and advertising expenses:  Film rental and advertising expenses increased 2.9% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000, primarily as a result of the increase in admissions revenue discussed above.  Film rental and advertising expenses as a percentage of admissions revenue were 52.0% and 52.9% for the thirteen weeks ended March 29, 2001 and March 30, 2000, respectively.  The decrease in film rental and advertising expenses as a percentage of admissions revenue related primarily to the longer run of several holiday films which played during the thirteen weeks ended March 29, 2001 and a reduction in the size and number of directory advertisements in some major markets.  Typically, film rental as a percentage of admissions revenue decreases the longer the run of the film.

Concession costs:  Concession costs include direct concession product costs and concession promotional expenses.  Concession costs as a percentage of concession sales revenue decreased to 11.7% for the thirteen weeks ended March 29, 2001 from 12.0% for the thirteen weeks ended March 30, 2000, due to purchasing cost reductions and rebates from certain concession vendors, as well as reduced concession promotional costs.

Occupancy expense:  The typical theatre lease arrangement provides for a base rental as well as contingent rentals that are a function of the underlying theatre's revenue over an agreed upon breakpoint.  Occupancy expense decreased 15.5% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  This decrease is related to the sale or closure of under-performing theatres and a portion of the positive impact from certain completed lease renegotiations, partially offset by higher base rentals on one newly opened theatre.  In addition, occupancy expense for the thirteen weeks ended March 29, 2001 and March 30, 2000 includes $0.9 million and $1.2 million, respectively, of non-cash charges relating to the effect of escalating leases which have been "straight-lined" for accounting purposes over the term of the leases.

Personnel expense:  Personnel expense includes the salary and wages of the theatre manager and all theatre staff, commissions on concession sales, payroll taxes and employee benefits.  Personnel expense decreased 10.3% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  This decrease in personnel expense was primarily due to a reduction in the number of operating theatres during the year, partially offset by a 3.1% increase in the average hourly wage during 2001 as compared to 2000.  The increase in average hourly wage related primarily to wage competition among retailers and the low unemployment rate.  Despite the increase in the average hourly wage, personnel expense as a percentage of admissions and concessions revenue decreased to 15.4% for the thirteen weeks ended March 29, 2001 from 17.7% for the thirteen weeks ended March 30, 2000, as a result of the closure of under-performing theatres.

Miscellaneous operating expenses:  Miscellaneous operating expenses consist of utilities, repairs and maintenance, insurance, real estate and other taxes, supplies and other miscellaneous operating expenses.  Miscellaneous operating expenses decreased 12.1% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000, primarily as a result of the sale or closure of under-performing theatres and the related decline in certain of these costs.

In-Theatre Advertising Segment

Thirteen Weeks Ended March 29, 2001 and March 30, 2000

The following table summarizes operating revenue and expenses of Combined and Predecessor Company's In-Theatre Advertising segment for the thirteen weeks ended March 29, 2001 and March 30, 2000 (dollars in millions):

	Combined Company	Predecessor Company
	Thirteen Weeks Ended	Thirteen Weeks Ended	% Increase
	March 29, 2001	March 30, 2000	(Decrease)
Revenue	$1.7	2.0	(15.0)%
Operating expenses -
Miscellaneous operating expenses	0.1	0.1	-

Advertising revenue:  Advertising revenue includes rolling stock commercials, intermission slides, intermission music, lobby monitor advertising and entertainment, coupon distribution and customer sampling.  Revenues are primarily contingent upon the success of the sales efforts, as well as upon the location of theatres and attendance at the theatres.  In-Theatre Advertising revenue decreased 15.0% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  This decrease was primarily due to the general down-turn in the advertising market, relating to a soft economy and the decline in dot.com and technology markets, and the reduction in weighted average screens.

Advertising expenses:  Expenses associated with In-Theatre Advertising include supplies, professional services, freight, projection repair and other miscellaneous expenses.  These expenses remained constant during the thirteen weeks ended March 29, 2001 as compared with the thirteen weeks ended March 30, 2000.

Satellite Theatre NetworkÔ Segment

Thirteen Weeks Ended March 29, 2001 and March 30, 2000

The following table summarizes operating revenue and expenses of Combined and Predecessor Company's Satellite Theatre Network™ segment for the thirteen weeks ended March 29, 2001 and March 30, 2000 (dollars in millions):

	Combined Company	Predecessor Company
	Thirteen Weeks Ended	Thirteen Weeks Ended	% Increase
	March 29, 2001	March 30, 2000	(Decrease)
Revenue	$1.1	0.9	22.2%
Operating expenses -
Miscellaneous operating expenses	0.8	0.6	33.3

STN revenue:  The Satellite Theatre Network™ ("STN") rents theatre auditoriums for seminars, corporate training, business meetings, educational or communication uses, product and customer research and other entertainment uses.  Theatre auditoriums are rented individually or on a networked basis.  Revenues increased 22.2% during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  This increase in revenue was due to an increase in Satellite Seminar events during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000 as well as the positive impact from the recent restaffing within the STN sales force.

STN expenses:  Expenses associated with the STN increased 33.3% for the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000, due primarily to the increase in revenues discussed above.

The revenue and operating expenses discussed above are incurred exclusively within the theatres.  The other expense discussions below reflect the combined expenses of corporate, divisional and district operations which relate to the three business segments discussed above.

General and Administrative Expense

General and administrative expense consists primarily of costs associated with functions at UATC corporate headquarters and two film booking and regional operating offices and 9 district theatre operation offices (generally located in theatres).  Staff at the corporate headquarters include theatre administrative and operating personnel, In-Theatre Advertising and Satellite Theatre Networkä sales and marketing staff, and other support functions.  General and administrative expenses decreased $0.6 million, or 11.0%, for the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  This decrease was primarily the result of the elimination of four district offices, a reduction in the number of corporate personnel, lower travel and entertainment expenses, and a decrease in utility and other miscellaneous corporate expenses.

Depreciation and Amortization

Depreciation and amortization expense includes the depreciation of theatre buildings and equipment and the amortization of theatre lease costs.  Depreciation and amortization decreased $1.2 million during the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000.  This decrease is primarily due to the closures of under-performing theatres during 2000 partially offset by the effect of the revaluation of assets resulting from the application of fresh-start accounting.

Operating Income (Loss)

During the thirteen weeks ended March 29, 2001 UATC had operating income of $6.4 million compared to an operating loss of $5.9 million for the thirteen weeks ended March 30, 2000.  This positive change in operating income relates primarily to a favorable film release schedule and higher operating margins resulting from the closure of under-performing operating theatres.

Interest, Net

Interest, net decreased $2.6 million for the thirteen weeks ended March 29, 2001 as compared to the thirteen weeks ended March 30, 2000 due primarily to a lower average debt balance resulting from the reorganization through the Chapter 11 Cases, along with lower market interest rates during the first quarter of 2001 as compared to 2000.

Net Loss

As set forth in the following reconciliation, exclusive of reorganization items and the extraordinary item resulting from extinguishment of debt, during the thirteen weeks ended March 29, 2001 net income increased to $1.1 million, versus the $10.4 million loss during the thirteen weeks ended March 30, 2000.  This increase relates primarily to increased operating income and decreases in depreciation and interest expense.

	Combined Company	Predecessor Company
	Thirteen weeks ended	Thirteen weeks ended
	March 29, 2001	March 30, 2000
Net income (loss)	$ 222.0	(10.4)
Less:
Extraordinary item	187.6	-
Reorganization items	33.3	-
Adjusted net income (loss)	1.1	(10.4)

Liquidity and Capital Resources

For the thirteen weeks ended March 29, 2001 $4.6 million from asset sale proceeds, $40.0 million in debt borrowings and $11.4 million of beginning cash balances were utilized to fund operating activities of $9.7 million, capital expenditures of $0.5 million, interest payments of $8.0 million, reorganization costs of $7.0 million, repayment of debt including borrowings under the debtor-in-possession facility and reductions in cash overdrafts totaling $29.0 million, and other items totaling $2.2 million.

Substantially all of UATC's admissions and concession sales revenue is collected in cash.  UATC benefits from the fact that film expenses (except for films that require advances) are usually paid 15 to 45 days after the admissions revenue is collected.

The Plan resulted in the reduction of Pre-Petition Senior and Subordinated debt of the Parent from approximately $714.7 million to approximately $252.1 million under the Restructured Term Credit Facility.  The Restructured Term Credit Facility is subject to various covenants and limitations, including limitations on capital expenditures and on additional indebtedness, as well as various financial covenants.  Upon the Plan being declared effective, a $25.0 million debtor-in-possession credit facility which had been obtained on September 5, 2000 was repaid in full through an initial draw of $12.5 million on the Revolving Credit Facility.  This Revolving Credit Facility, which matures in August 2004, allows for issuance of letters of credit up to $10.0 million, and includes substantially the same covenants and limitations as the Restructured Term Credit Facility.  As of April 25, 2001 there was $20.5 million in availability under this facility.

At March 29, 2001, UATC had initiated the renovation of a 10 screen theatre with stadium seating in the Philadelphia market and the addition of five screens and renovation of the existing nine screens of another existing theatre in the New York City market.  These redevelopment activities are expected to cost approximately $10.9 million, with $6.0 million of this amount on one project to be funded by the landlord.  Predevelopment work, including construction plans, are being completed related to several other existing strategically important theatres that UATC intends to renovate with stadium seating and/or expand.  Because UATC's future capital spending plans relate primarily to the renovation and/or expansion of existing key locations, the timing of such commitments and expenditures is flexible.  Therefore, they can be matched to net cash provided by operating activities and asset sales.  This strategy to renovate existing locations with state of the art amenities such as stadium seating is intended to allow UATC to defend and expand its current market position by capitalizing on the value of its existing locations and buildings and thus limiting the amount of capital invested per screen.  UATC believes this strategy provides for a better investment return and more favorable risk/return profile.

Other

Revenues are generally seasonal, coinciding with the timing of releases of motion pictures by the major studios. Generally, the most successful motion pictures have been released during the summer from Memorial Day to Labor Day and the holiday season from Thanksgiving through year-end. The unexpected emergence of a hit film during other periods can alter this traditional trend. The timing of such film releases can have a significant effect on the results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or for the same period in the following year.

Historically, the principal impact of inflation and changing prices has been with respect to the construction of new theatres, the purchase of theatre equipment and the utility and labor costs incurred in connection with continuing theatre operations. Film rental fees, which are the largest operating expense, are customarily paid as a percentage of admissions revenue and hence while the film rental fees may increase on an absolute basis the percentages are not directly affected by inflation. Inflation and changing prices have not had a significant impact on total revenues and results of operations.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

UATC is subject to market risk associated with changes in interest rates on its debt obligations.  As of March 29, 2001, the Company had $256.1 million of long term debt of which $249.6 million was floating rate debt.  The average interest rate at March 29, 2001 was 9.4%.  A change of 1% to the interest rate at March 29, 2001 would result in a change of approximately $2.5 million in the annual interest expense of UATC.  UATC manages its interest rate risk through a combination of fixed and floating rate debt obligations and by selectively entering into interest rate cap and interest rate collar agreements.  As of March 29, 2001 UATC has no interest rate cap and collar agreements.

Part II  Other Information

Item 6.  Exhibits and Reports on Form 8-K

1. Exhibits

The following exhibits are filed herewith or incorporated by reference herein (according to the number assigned to them in Item 601 of Regulations S-K) as noted:

2.0	Second Amended Disclosure Statement for First Amended Plan of Reorganization of United Artists Theatre Company, United Artists Realty Company, United Artists Properties I Corp., United Artists Properties II Corp., United Artists Theatre Circuit, Inc. and its filing subsidiaries under Chapter 11 of the United States Bankruptcy Code (incorporated herein by reference from UATC's Form 8-K dated February 9, 2001).
3.1	Restated Articles of Incorporation of United Artists Theatre Company (The Parent Company of United Artists Theatre Circuit, Inc.)
3.2	By-Laws of United Artists Theatre Company (The Parent Company of United Artists Theatre Circuit, Inc.)
3.3	Certificate of Correction of Articles of Amendment of United Artists Theatre Circuit, Inc.
3.4	Articles of Amendment of United Artists Theatre Circuit, Inc.
3.5	By-laws of United Artists Theatre Circuit, Inc. (incorporated herein by reference from UATC's Form S-1 dated October 5, 1992).
10.1	Restructured Term Credit Agreement, dated as of February 2, 2001, among United Artists Theatre Company, United Artists Theatre Circuit, Inc., United Artists Realty Company, United Artists Properties I Corp., United Artists Properties II Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent and the lenders party hereto.
10.2	First Amendment to Leveraged Lease Facility and Second Supplemental Indenture, dated as of March 7, 2001.
10.3	Revolving Credit Agreement, dated as of February 2, 2001, among United Artists Theatre Company, United Artists Theatre Circuit, Inc., United Artists Realty Company, United Artists Properties I Corp., United Artists Properties II Corp., and Bankers Trust Company, as Administrative Agent and the lenders party hereto.
10.4	United Artists Theatre Company Stockholder's Agreement and Stock Incentive Plan
10.5	United Artists Theatre Company Form of Warrant to Purchase Common Stock
10.6	Certificate of Designations of Series A Convertible Preferred Stock of United Artists Theatre Company
21.1	Subsidiaries of United Artists Theatre Circuit, Inc.

(b) Reports on Form 8-K

During the quarter ended March 29, 2001, United Artists filed two current reports Form 8-K, dated February 9, 2001 and March 6, 2001.  The February 9, 2001 report disclosed in Item 1 a change in control of the Registrant and in Item 3 the Plan of Reorganization of United Artists and certain subsidiaries under Chapter 11 of the Federal Bankruptcy Code for the District of Delaware.  The March 6, 2001 report disclosed in Item 4 the change in the Registrant's certifying accountants and in Item 5 the Registrant's consummation of their Plan of Reorganization in their bankruptcy reorganization process.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UNITED ARTISTS THEATRE CIRCUIT, INC.
	(Registrant)
	/S/ Kurt C. Hall
	BY:	Kurt C. Hall
		President and Chief Executive Officer
	/S/ David J. Giesler
	BY:	David J. Giesler
		Chief Financial Officer
Date:  May 14, 2000

EX-3

EX-3

BY-LAWS

EX-10

CERTIFICATE OF DESIGNATIONS

EX-3

CERTIFICATE OF CORRECTION OF

EX-10

AMENDMENT TO LEVERAGED LEASE FACILITY

AND SECOND SUPPLEMENTAL INDENTURE

     THIS AMENDMENT TO LEVERAGED LEASE FACILITY AND SECOND SUPPLEMENTAL INDENTURE (the "Amendment"), dated as of March 7, 2001 (the "Effective Date"), is made and entered by and among UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation ("Tenant"), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as the Corporate Owner Trustee (the "Corporate Owner Trustee"), WILLIAM J. WADE, an individual having an address of c/o the Corporate Owner Trustee, not in his individual capacity but solely as the Individual Owner Trustee (the "Individual Owner Trustee" and, collectively with the Corporate Owner Trustee, the "Owner Trustee" under the Trust Agreement with the Owner Participant), THEATRE INVESTORS, INC., a Delaware corporation (the "Owner Participant"), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as the Corporate Remainderman Trustee (the "Corporate Remainderman Trustee"), WILLIAM J. WADE, an individual having an address of c/o the Corporate Owner Trustee, not in his individual capacity but solely as the Individual Remainderman Trustee (the "Individual Remainderman Trustee" and, collectively with the Corporate Remainderman Trustee, the "Remainderman Trustee" under the Remainderman Trust Agreement with the Remainderman Participant), NORTHWAY ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (successor in interest to Northway Mall Associates LLC) (the "Remainderman Participant"; the Owner Trustee, the Owner Participant, the Remainderman Trustee and the Remainderman Parcticipant, collectively, the "Owner Parties"), STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not in its individual capacity but solely as the successor Corporate Indenture Trustee to Fleet National Bank of Connecticut (the "Corporate Indenture Trustee"), SUSAN KELLER, an individual having an address c/o the Indenture Trustee, not in her individual capacity but solely as the successor Individual Indenture Trustee to Alan B. Coffey (the "Individual Indenture Trustee " and, collectively with the Corporate Indenture Trustee, the "Indenture Trustee" under the Original Indenture), STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not in its individual capacity but solely as successor pass through trustee to Fleet National Bank of Connecticut under the Pass Through Trust Agreement (the "Pass Through Trustee"), the beneficial Certificateholders which are affiliates of American Express Financial Corporation, a Delaware corporation ("AMEX"), or for which AMEX or an affiliate thereof is investment advisor and all of which are identified as "AMEX Certificateholders" on the signature pages hereto (collectively, the AMEX Certificateholders"), and MacKay Shields LLC, a Delaware limited liability company ("MacKay Shields"), not individually but solely on behalf of the beneficial Certificateholders to which MacKay Shields LLC is investment advisor (collectively, the MacKay Shields Certificateholders"; the AMEX Certificateholders and the MacKay Shields Certificateholders, collectively, the "Undersigned Certificateholders").

WITNESSETH:

     WHEREAS, the Owner Trustee, Remainderman Trustee, Owner Participant, Remainderman Participant, Indenture Trustee, Pass Through Trustee, and Tenant (collectively, the "Leveraged Lease Parties") entered into that certain leveraged lease facility ("Leveraged Lease Facility"), as such Leveraged Lease Facility is set forth in principal in the following operative documents: (a) Participation Agreement dated as of December 13, 1995 (the "Participation Agreement"), by and among Tenant, Owner Trustee, Remainderman Trustee, Owner Participant, Remainderman Participant, Indenture Trustee, and Pass Through Trustee; (b) Lease dated as of December 13, 1995 (the "Lease"), by and between Owner Trustee and Tenant; (c) Trust Indenture and Security Agreement dated as of December 13, 1995 (the "Original Indenture"), as supplemented by the Mortgage, Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and First Supplemental Indenture executed in connection with each Property (as defined in the Participation Agreement) (collectively, the "Supplemental Indenture") of even date therewith, each by and among Owner Trustee, Remainderman Trustee and Indenture Trustee; (d) Pass Through Trust Agreement dated as of December 13, 1995 (the "Pass Through Trust Agreement"), by and between Tenant and Pass Through Trustee; (e) Tripartite Agreement dated as of December 13, 1995 (the "Tripartite Agreement"), by and among Owner Trustee, Remainderman Trustee, and Tenant; and, (f) all additional documents executed in connection with the Leveraged Lease Facility (collectively with the above-defined documents, the "Transaction Documents");

     WHEREAS, Tenant and its affiliates filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States District Court for the District of Delaware 00-3514(SLR) (the " Bankruptcy Reorganization");

     WHEREAS, in connection with the Bankruptcy Reorganization, the Tenant desired to effect certain amendments to the Leveraged Lease Facility so as (i) to permit, from time to time, sales to bona fide third-party purchasers not affiliated with Tenant or its management of certain Leased Premises free and clear of the lien of the Leveraged Lease Facility, (ii) to obtain a reduction in the Fixed Rent payable under the Lease upon the sale of such property, (iii) upon or otherwise in connection with each sale, to cause to be redeemed by the Owner Trustee portions of the Outstanding Notes and, as a result thereof, Special Payments be made to Certificateholders, all in the manner provided herein, and (iv) to waive any and all defaults existing under the Leveraged Lease Facility from Tenant's Bankruptcy Reorganization and otherwise provided herein;

     WHEREAS, in order to effect the amendments to the Leveraged Lease Facility, the Leveraged Lease Parties executed that certain Lock-Up Term Sheet, dated January 26, 2001 (the "Term Sheet"), wherein such parties agreed, subject to obtaining the consent of one hundred percent (100%) of the Certificateholders, to amend the Transaction Documents in accordance with the terms and conditions of the Term Sheet;

     WHEREAS, the Tenant delivered a Consent Solicitation Statement to the Certificateholders on January 26, 2001 and requested the consent of such Certificateholders to the amendments proposed in the Term Sheet and, on February 23, 2001, Tenant received the final Certificateholder approval and, as of the date hereof, one hundred percent (100%) of the Certificateholders have consented to the amendments proposed in the Term Sheet;

     WHEREAS, the Leveraged Lease Parties now desire to amend the Transaction Documents in order to effect the amendments contemplated in the Term Sheet and approved by the Certificateholders pursuant to the Consent Solicitation Statement and all acts and things necessary to constitute this Amendment as a valid and binding Supplemental Indenture according to its terms, have been done and performed, and the execution of this Amendment has in all respects been duly authorized and executed by the parties in the exercise of their respective legal rights and powers vested in them;

     WHEREAS, the AMEX Certificateholders and the MacKay Certificateholders desire to join in this Amendment for the limited purposes hereinafter set forth; and

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

INTRODUCTION

     The capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Documents, as amended hereby.

ARTICLE II

AMENDMENTS TO TRANSACTION DOCUMENTS

A.     Amendments to Lease.  The Lease is hereby amended as follows:

1.     Section 21.3(a) of the Lease is amended by deleting the third sentence in its entirety and replacing it with the following: "In the case of a Substitution as a result of a Leased Premises becoming Economically Obsolete, a Major Repair Event or a Major Requirement Event, the Fair Market Value of the Replaced Leased Premises shall be equal to the appraised values as of the date of such Rejectable Substitution Offer (but in no event less than the Property Stipulated Loss Value thereof as of the Termination Date)."

2.     The following Section 21.7 is added to the Lease:

     Section 21.7.  Notwithstanding any other provision in this Lease, the rights of Tenant to purchase or substitute any Economically Obsolete Leased Premises under the terms of this Lease shall be suspended (absent the approval of the Owner Parties and the holders of a majority of outstanding Certificates (as defined in the Participation Agreement) otherwise) from and after the Effective Date until the earlier to occur of (i) the receipt by the Indenture Trustee of Thirty-five Million Dollars ($35,000,000) in aggregate Special Redemption Payments (as defined in the Amendment to Leveraged Lease Facility and Second Supplemental Indenture (the "Amendment")) (the "$35,000,000 Date") pursuant to the Original Indenture, (ii) written notice delivered after the date that is 18 months after the Effective Date (the "18 Month Date") from Tenant to the other Leveraged Lease Parties (as defined in the Amendment) of Tenant's election to waive its right to deliver any further Notices (hereinafter defined) (the "Opt-Out Date"), or (iii) a default or breach (which has not been cured within 30 days after written notice from Tenant) by any Leveraged Lease Party other than Tenant under the Transaction Documents.  Thereafter, the rights of Tenant to purchase or substitute Economically Obsolete Leased Premises shall be as provided elsewhere herein.  The time period from the Effective Date until the earlier to occur of the $35,000,000 Date or the 18 Month Date is hereinafter referred to as the "Discounted Redemption Period", and the time period from the 18 Month Date until the Opt-Out Date is hereinafter referred to as the "Par Redemption Period").

3.     The following Article 21A is added to the Lease:

ARTICLE 21A

SALES OF SPECIAL REDEMPTION PROPERTY

     Section 21A.1.  Subject to the limitations on sales described below, Landlord and Tenant agree that Tenant may identify in writing, in its sole discretion, one or more Leased Premises (each, a "Special Redemption Property") to be sold to bona fide third-party purchasers not affiliated with Tenant or its management (each, a "Purchaser").  The written identification (each, a "Notice") of each Special Redemption Property shall be given by Tenant to each of the other Leveraged Lease Parties and the Undersigned Certificateholders and shall include the name and address of the Purchaser, the purchase price and the other terms and conditions of the contemplated sale (each, a "Sale").  Upon receipt of a Notice, the Landlord shall enter, and shall cause the other Owner Parties to enter, into a purchase and sale contract (each, a "Purchase Contract") with a Purchaser identified by Tenant to effect the sale of the applicable Special Redemption Property to the Purchaser at such specified price and on such other terms and conditions as shall be negotiated in good faith by Tenant.  Tenant shall join in the execution of a Purchase Contract to the extent any Purchaser may require representations and warranties to be made relative to the Special Redemption Property (excluding warranties of title described below).  In order to qualify as a Purchase Contract to be executed by the Owner Parties, a proposed contract shall (i) provide for a closing of the Sale to occur not later than one hundred twenty (120) days after the execution of the Purchase Contract, (ii) be made for all cash payable at closing, (iii) provide for a purchase price not less than 95% of the Special Redemption Fair Market Value (hereinafter defined) of the applicable Special Redemption Property, (iv) not contain any representations or warranties of the Owner Parties other than such warranties of title contemplated under this Lease in a conveyance of any Leased Premises to Tenant, (v) specifically provide that the Owner Parties shall not have any personal liability under such Purchase Contract (other than in connection with their warranties of title and their obligation to transfer the Special Redemption Property upon compliance with the contract by the Purchaser), and (vi) provide that Tenant shall be responsible, at Tenant's sole expense (unless paid for by Purchaser under the Purchase Contract), for obtaining any applicable appraisals, surveys, title insurance commitments and policies, environmental and engineering reports and studies, and otherwise preparing for each Sale.  For purposes of this Section only, the term "Special Redemption Fair Market Value" shall be presumed to be the purchase price of the applicable Special Redemption Property obtained in an arms length transaction with a Purchaser.

     Section 21A.2.  In the case of each Sale to a Purchaser, Landlord shall convey title to the applicable Special Redemption Property to the applicable Purchaser subject only to the Permitted Exceptions (other than those described in paragraphs B and D of Exhibit B to the Lease and any other Mortgages) and any other liens, charges, restrictions or encumbrances created by Tenant or any of its creditors, employees, contractors, agents or created by Landlord pursuant to the terms hereof or with Tenant's consent.

     Section 21A.3.  Upon the date fixed for any such Sale to a Purchaser, and upon the Purchaser's delivery of the purchase price therefor, Landlord shall deliver, or cause to be delivered, to Purchaser (i) a deed containing the same type of warranty as in the deed from Tenant to Landlord and/or (ii) such other instrument or instruments of transfer as are reasonably necessary but in no event shall the Owner Parties make any representations or warranties (other than warranties of title), including, without limitation, any representations or warranties regarding the condition of the applicable Special Redemption Property.  If any Purchaser shall fail to close upon the acquisition of a Special Redemption Property, the reasonable expenses of Landlord and other Owner Parties in entering into the Purchase Contract shall be paid or reimbursed (as applicable) by Tenant.

     Section 21A.4.  Upon consummation of the sale of any Special Redemption Property, Landlord and Tenant shall execute a lease amendment reflecting the termination of this Lease as to such Special Redemption Property.  From and after the applicable Special Redemption Payment Date (as defined in the Amendment), the Fixed Rent payable under the Lease shall be reduced (subject to the limitations, and provided Tenant makes the representations and warranties set forth, in the last sentence of Section 3.6 herein) by an amount equal to (a) the product of the original Fixed Rent payable prior to the Effective Date multiplied by the Discounted Fixed Rent Reduction Percentage (hereinafter defined) for any Special Redemption Payments (as defined in the Amendment) received or placed in escrow under an Escrow Agreement (as defined in the Amendment) during the Discounted Redemption Period, and (b) the product of the original Fixed Rent payable prior to the Effective Date multiplied by the Par Fixed Rent Reduction Percentage (hereinafter defined) for any Special Redemption Payment received after the Discounted Redemption Period (excluding Special Redemption Payments placed in escrow during the Discounted Redemption Period under an Escrow Agreement).  For purposes hereof, the "Discounted Fixed Rent Reduction Percentage" shall equal the quotient (expressed as a percentage) of (i) the Special Redemption Payment divided by eighty-five percent (85%), plus the Special Interest Payment, divided by (ii) the original principal balance of the Outstanding Notes; and the "Par Fixed Rent Reduction Percentage" shall equal the quotient (expressed as a percentage) of (i) the Special Redemption Payment plus the Special Interest Payment divided by (ii) the original principal balance of the Outstanding Notes.

     Section 21A.5.  Tenant shall not be permitted to give any further Notices after the $35,000,000 Date or, if earlier, the Opt-Out Date (the "End Date"), and the Landlord may not sell any Leased Premises as a Special Redemption Property as to which a Notice has been received after the End Date.  Notwithstanding any Notice (or anything else to the contrary set forth herein), a Special Redemption Property may not be sold if the Consolidated Fixed Charge Coverage Ratio (determined solely on the basis of the rent and operating cash flow of all of the Leased Premises in the Leveraged Lease Facility and otherwise as defined in the Participation Agreement) determined on a pro forma basis after giving effect as of the beginning of the Four Quarter Period (hereinafter defined) to the sale of such proposed Special Redemption Property, does not equal or exceed the Consolidated Fixed Charge Coverage Ratio for all of the Leased Premises in the Leveraged Lease Facility (without giving effect to the sale of such proposed Special Redemption Property) for the immediately preceding four (4) quarter period (the "Four Quarter Period").  Each Notice shall contain a certification (based on reasonable assumptions and projections and relevant historical results, all of which shall be set forth therein) from Tenant that the foregoing covenant shall be satisfied at the time of delivery of each Notice and at the time of closing of each Sale.

4.     The following Section 26.21 is added to the Lease:

     Section 26.21.  Except as expressly provided therein, nothing in the Amendment shall be deemed to (i) create, grant or vest any additional rights in this Lease in favor of any of the Leveraged Lease Parties other than Landlord and Tenant, (ii) diminish, limit or restrict any rights of the Leveraged Lease Parties in this Lease, or (iii) create, impose or establish any additional obligations or liabilities upon Tenant under the other Transaction Documents.  As to those rights which are created in favor of the Leveraged Lease Parties other than Landlord and Tenant hereunder, such Leveraged Lease Parties shall be entitled to enforce such rights directly.

5.     The following Section 26.22 is added to the Lease:

     Section 26.22.  Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Participation Agreement.

B.     Amendments to Original Indenture.  The Original Indenture is hereby amended as follows and this Amendment shall constitute a Supplemental Indenture (as defined in the Original Indenture) for purposes of effecting the following amendments to the Original Indenture:

1.     Section 1.12 of the Original Indenture is amended by adding the term ", Special Redemption Payment Date" after each occurrence of the term "Interest Payment Date."

2.     The following paragraph (iv) is added to Subsection 3.3(a) of the Original Indenture:

3.3(a)(iv) the termination of the Lease with respect to any Special Redemption Property (as defined in the Lease as amended by the Amendment to Leveraged Lease Facility and Second Supplemental Indenture) pursuant to Article 21A thereof and the payment (or placement into escrow, as provided in the Lease) of the applicable Special Redemption Payment;

3.     The following Subsection 4.2(c) is added to the Original Indenture:

     4.2(c)  If Tenant shall exercise its right to terminate the Lease with respect to Special Redemption Property in accordance with Article 21A thereof, the proceeds from each Sale (as defined in the Lease) of each Special Redemption Property shall be distributed at the time of each closing of a Sale (the date of each distribution to the Indenture Trustee (whether at closing or from the Escrow Agent as provided below) being referred to as a "Special Redemption Payment Date") in the following order and priority:

     first, so much of such payment as shall be required to pay all Closing Costs (hereinafter defined) and any Certificateholder Expenses (hereinafter defined) to the extent not previously paid by Tenant;

     second, so much of such payment as shall be required to pay to the Remainderman Trustee the applicable amount set forth in Schedule B of the Tripartite Agreement in consideration for the Remainder Interest in the relevant Special Redemption Property sold (the "Remainderman Payment");

     third, to deposit in escrow, under an escrow agreement (an "Escrow Agreement") among the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, and an escrow agent (the "Escrow Agent") reasonably satisfactory (as to the Escrow Agreement and the Escrow Agent) to the Owner Trustee, Indenture Trustee, Pass Through Trustee, the MacKay Certificateholders, and the AMEX Certificateholders, an amount equal to the amount of the tax liability estimated to be incurred by the Owner Participant in respect of such Sale (as estimated in good faith by a financial officer of the Owner Participant in a reasonably detailed writing and based on the following tax assumptions (the "Assumed Tax Amount"):

(i)         Owner Participant is domiciled in California; each Sale at a gain will trigger only US federal and California state income taxes on such gain;

(ii)        The Owner Participant will be taxed on any such gain at the highest US federal and California state marginal rates; and,

(iii)        100% of any resulting California state tax will be deductible on the Owner Participant's US federal income tax returns, and so will reduce its US federal income tax accordingly.

     fourth, ninety-six percent (96%) of the proceeds remaining after payment of the aforesaid items shall be applied by the Indenture Trustee (i) first, to pay accrued interest on the applicable Deemed Redemption Amount (hereafter defined) from the date of the last interest payment made on the Outstanding Notes through the applicable Special Redemption Payment Date (each herein, an "Initial Special Interest Payment"), and (ii) second, on account of a special redemption of a portion of the Outstanding Notes without any Make-Whole Premium as hereinafter provided (each herein, an "Initial Special Redemption Payment", and each Initial Special Interest Payment and Initial Special Redemption Payment, an "Initial Indenture Payment"); and

     fifth, the balance shall be delivered to the Owner Trustee in consideration for the Owner Trustee's interest in the Estate for Years in the relevant Special Redemption Property sold; provided, however, that from and after such point in time that Deemed Redemption Amounts (hereinafter defined) of Ten Million Nine Hundred Seventy Thousand Three Hundred Twenty and 00/100 Dollars ($10,970,320.00) in the aggregate shall have occurred, such balance (including for all Sales thereafter) shall be allocated and delivered two-thirds (2/3) to the Owner Trustee and one-third (1/3) to the Remainderman Trustee in consideration for their respective interests in the relevant Special Redemption Property sold.

     Notwithstanding the foregoing allocation of Sale proceeds, the Remainderman Trustee shall be the last of such parties to receive its proceeds.

     Either a financial officer of the Owner Participant or the certified public accounting firm of the Owner Participant will provide to the Indenture Trustee, the AMEX Certificateholders, and MacKay Shields Ce rtificateholders within three (3) days after the closing of each Sale, a reasonably detailed writing calculating (i) as accurately as reasonably possible the tax liability of the Owner Participant payable in relation to the applicable Sale on the next succeeding April 15, based on the Tax Assumptions (the "Final Tax Amount"), (ii) the discounted value of the Final Tax Amount, calculated at the interest rate of six percent (6%) per annum from the date which is ten (10) days after delivery of such calculation until the first succeeding April 15 on which such tax shall be due (the "Discounted Final Tax Amount").  Within one (1) day after providing the calculation of the Discounted Final Tax Amount, (a) if the Assumed Tax Amount in respect of any Special Redemption Property exceeds the Discounted Final Tax Amount, (i) 96% of such excess shall be delivered to the Indenture Trustee and applied (A) first, to pay accrued interest on the applicable Deemed Redemption Amount from the date of the last interest payment made on the Outstanding Notes through the applicable Special Redemption Payment Date (each herein, an "Additional Special Interest Payment", and each Initial Special Interest Payment and Additional Special Interest Payment, a "Special Interest Payment"), and (B) second, on account of a special redemption of a portion of the Outstanding Notes without Make-Whole Premium as hereinafter provided (each herein, an "Additional Special Redemption Payment", and each Additional Special Interest Payment and Additional Special Redemption Payment, an "Additional Indenture Payment", and each Initial Indenture Payment and Additional Indenture Payment, an " Indenture Payment"), and (ii) the balance of the excess Assumed Tax Amount shall be delivered to the Owner Trustee in further consideration for the Owner Trustee's interest in the Estate for Years in the relevant Special Redemption Property sold, and (b) if the Discounted Final Tax Amount in respect of any Special Redemption Property exceeds the Assumed Tax Amount, such excess shall be paid to the Owner Trustee on such April 15 pursuant to Section 7A of the Participation Agreement.

     As used in this Section 4.2(c), the term "Closing Costs" shall mean any and all third-party out-of-pocket costs and expenses reasonably incurred by Owner Trustee, Remainderman Trustee, Owner Participant, Remainderman Participant, Indenture Trustee, Pass Through Trustee, and Tenant in connection with each Sale, including, without limitation, attorneys' fees, brokerage commissions, transfer or documentary stamp taxes, title fees and premiums, survey charges, environmental and engineering costs, closing and escrow fees and such other similar third-party costs.  The term "Certificateholder Expenses" shall mean any and all out-of-pocket expenses (including attorneys' fees) reasonably incurred by any Certificateholder in connection with any of the transactions contemplated by the Amendment to Leveraged Lease Facility and Second Supplemental Indenture (the "Amendment"), including, without limitation, those incurred in connection with (a) the negotiation, execution, delivery or implementation of the Term Sheet (as defined in the Amendment), the Proposed Amendments (as defined in the Term Sheet) or the Escrow Agreement (b) the Present Proceedings, any Other Proceedings or any Certificateholder Approval (as such terms are defined in the Term Sheet), (c) any action taken in furtherance of its obligations under the Sections "Implementation" or "Lock-Up Arrangement" of the Term Sheet, and (d) any breach, default or event of default by Tenant under the Amendment or the Transaction Documents, excluding, however, any principal, interest, premiums or other payments expressly waived or forgiven by the Certificateholders hereunder or otherwise due under the Notes.

4.     The following Subsection 6.1(b)(vi) is added to the Original Indenture:

     6.1(b)(vi)  Upon receipt by the Indenture Trustee of any Initial Special Redemption Payment or Additional Special Redemption Payment (each, a "Special Redemption Payment"), the Outstanding Notes shall be deemed to have been redeemed in part (a) for any Special Redemption Payment received or placed in escrow under an Escrow Agreement during the Discounted Redemption Period by an amount equal to the quotient of (i) the Special Redemption Payment, divided by (ii) eighty-five percent (85%) (the "Deemed Discounted Redemption Amount"), and (b) for any Special Redemption Payment received after the Discounted Redemption Period (excluding Special Redemption Payments placed in escrow during the Discounted Redemption Period and applied to redeem in accordance with subsection (a) above), by an amount equal to the Special Redemption Payment (the "Deemed Par Redemption Amount").  For purposes hereof, the "Deemed Discounted Redemption Amount" and the "Deemed Par Redemption Amount" shall be amounts determined algebraically by deducting from the applicable Indenture Payment the accrued and unpaid interest on the principal amount of the Outstanding Notes actually redeemed or deemed to be redeemed in accordance with subsections (a) and (b) above (each of the Deemed Discounted Redemption Amount and the Deemed Par Redemption Amount, a "Deemed Redemption Amount").  The principal balance of the Outstanding Notes shall be reduced by the Deemed Redemption Amount and the amount, if any, by which the Deemed Redemption Amount exceeds the Special Redemption Payment shall be forgiven and none of the Owner Trust, the Owner Trustee nor any other party shall have any obligation for the payment thereof.  In no event shall there be levied or assessed any prepayment or redemption premium, payment or penalty associated with any Special Redemption (including, without limitation, any Make-Whole Premium).  The Redemption Date for such redemption shall be the date the Lease is terminated as to the applicable Special Redemption Property pursuant to the Lease and the applicable Special Redemption Payment is made or placed into escrow, as provided in the Lease.

5.     Section 6.2 of the Original Indenture is hereby amended by adding the following language at the end of the first paragraph of such Section: " provided, however, in the case of any Special Redemption Payment, such notice may be delivered by the Owner Trustee to the Indenture Trustee on the Redemption Date or at any time not more than sixty (60) days before such date."

6.     Section 6.3 of the Original Indenture is hereby amended by adding the following language at the end of the first paragraph of such Section: "; provided, however, in the case of any Special Redemption Payment, such notice may be delivered by the Indenture Trustee to the each such Holder on the Redemption Date or at any time not more than sixty (60) days before such date."

7.     Section 6.3(b) of the Original Indenture is hereby deleted and replaced with the following: "the Redemption Price and, in the case of any Special Redemption Payment, the Deemed Redemption Amount;"

8.     Pursuant to Section 9.7 of the Original Indenture, Alan B. Coffey delivered written notice of his resignation as the Indenture Trustee and the Owner Trustee thereupon appointed Susan Keller, having an Indenture Trustee Office (as defined in the Original Indenture) at the address stated in Section 1.5(1) of the Original Indenture, as the successor Indenture Trustee to Alan B. Coffey. Pursuant to and in accordance with Section 9.8 of the Original Indenture, Susan Keller executed, acknowledged and delivered to the Owner Trustee, Tenant and Alan B. Coffey, an instrument accepting such appointment and, therefore, this Amendment shall constitute a Supplemental Indenture for purposes of Section 11.1(i) of the Original Indenture .

C.     Amendments to Supplemental Indenture.  Section 2.6 of the Supplemental Indenture is hereby amended by adding the term "or 6.1(b)(vi)" after the term "6.1(b)(v)."

D.     Amendments to Pass Through Trust Agreement.  The Pass Through Trust Agreement is hereby amended as follows:

1.     The definition of "Special Payment" in Section 1.01 of the Pass Through Trust Agreement is amended by adding to the end of subsection (i) of such definition the parenthetical phrase "(including, without limitation, any Indenture Payment (as defined in the Indenture))".

2.     The following Section 4.02A is added to the Pass Through Trust Agreement:

Section 4.02A.           Distributions of Indenture Payments.

     (a)     The Pass Through Trustee shall deposit any Indenture Payment received by the Pass Through Trustee in the Special Payments Account and shall notify the Certificateholders of the receipt of such Indenture Payment in same manner as provided for Special Payments in Section 4.02(c) herein and each such Indenture Payment shall be deemed to be a "Special Payment" for purposes of the certificate requirements set forth in Section 4.03 and the investment provisions of Section 4.04.  In such notice to the Certificateholders of receipt of the Indenture Payment, the Pass Through Trustee shall designate a date (not less than twenty (20) days after the date of such notice (the "Election Period")) by which any of the Certificateholders may provide written notice to the Pass Through Trustee of such Certificateholder's election not to receive its Fractional Undivided Interest of such Indenture Payment (each such Certificateholder, a "Non-Participating Certificateholder", and all remaining Certificateholders, the "Participating Certificateholders"); provided, however, that: (x) beneficial Certificateholders which are affiliates of American Express Financial Corporation, or for which American Express Financial Corporation or an affiliate thereof is an investment advisor ("Amex Certificateholders"), and beneficial Certificateholders as to which MacKay Shields LLC is investment advisor ("MacKay Certificateholders") may not elect to be Non-Participating Certificateholders to the extent that such elections would result in the receipt by Certificateholders of less than 100% of any Indenture Payment (such a deficit, a "Non-Participation Deficit"); and (y) in the event that with respect to any such Indenture Payment the election of Non-Participating Certificateholders (excluding Amex Certificateholders and MacKay Certificateholders) shall result in a Non-Participation Deficit: (i) Amex Certificateholders shall be required to be Participating Certificateholders to the extent of 61.72% of such Non-Participation Deficit, and (ii) MacKay Certificateholders shall be required to be Participating Certificateholders to the extent of 38.28% of such Non-Participation Deficit (provided that Amex Certificateholders and MacKay Certificateholders may separately agree upon a different allocation of the whole of a Non-Participation Deficit with respect to any particular Indenture Payment.  In any event, the Undersigned Certificateholders covenant and agree that, with respect to any Indenture Payment, they shall hold sufficient Certificates so as to prevent the occurrence of a Non-Participation Deficit as of the end of any Election Period.  The failure of any Certificateholder to deliver timely notice of an election not to receive such amounts shall be deemed an election to receive its Fractional Undivided Interest therein.

     (b)     Within two (2) business days after the expiration of the Election Period, the Pass Through Trustee shall thereupon distribute the Indenture Payment (which date of distribution on account of an Indenture Payment shall be deemed to be the "Special Distribution Date" hereunder) to the Participating Certificateholders pari passu in accordance with the ratio that each Participating Certificateholder's Fractional Undivided Interest bears to the Fractional Undivided Interest of all Participating Certificateholders (the "Participating Ratio").  Thereafter, the Fractional Undivided Interests of all the Certificateholders shall be adjusted to reflect the distribution of the Indenture Payment.  The adjustment of the Fractional Interests shall be determined as follows: (x) the Fractional Undivided Interest of each Certificateholder prior to the applicable Indenture Payment shall be multiplied by the principal balance of the Outstanding Notes immediately prior to such Indenture Payment, thereby allocating an undivided interest in the Outstanding Notes to each Certificateholder (the "Allocated Investment"); (y) the Allocated Investment of each Participating Certificateholder shall then be reduced by an amount equal to such Participating Certificateholder's Participating Ratio multiplied by the Deemed Redemption Amount; and (z) thereafter, the Fractional Undivided Interests of each Certificateholder after such distribution shall equal the quotient of (i) the applicable Certificateholder's Allocated Investment (as reduced in accordance with subsection (y) above) divided by (ii) the principal balance of the Outstanding Notes (after reduction by the Deemed Redemption Amount).

3.     The following Subsection 4.03(c) is added to the Pass Through Trust Agreement:

     4.03(c)     On each Special Distribution Date on which distributions on account of an Indenture Payment are made, the Trustee will include in its statement to Certificateholders, in addition to the matters set forth in Section 4.03(a) herein, any adjustments to Fractional Undivided Interests pursuant to Section 4.02A herein.

4.     Section 6.07 of the Pass Through Trust Agreement is amended by adding "or Section 4.02A" after the term "Section 4.02."

E.     Amendments to Participation Agreement.  The Participation Agreement is hereby amended by adding the following Section 7A:

     Section 7A.     Tenant's Indemnity Relating to Sales of Special Redemption Property. Tenant shall indemnify and hold (A) the Financing Parties and Owner Parties harmless from and against any and all: (i) Closing Costs (as defined in the Original Indenture) and actual costs of the Owner Parties for transactions as to which a Notice (as defined in the Lease) was given but the Sale (as defined in the Lease) did not close, (ii) any claims asserted by any Purchaser (as defined in the Lease) arising solely out of a Purchase Contract (as defined in the Lease) or any sale consummated thereunder, except (x) with respect to the Owner Parties, in connection with any affirmative undertakings thereunder by such Owner Party or the failure by such Owner Party to deliver the deed for the applicable Special Redemption Property (as defined in the Lease) in accordance with the applicable Purchase Contract (as defined in the Lease) if required to do so under the terms of the Amendment, or (y) with respect the Financing Parties, in connection with the gross negligence, willful misconduct or willful breach of contract by such Financing Party, (iii) tax consequences as a result of any payments received by the Owner Participant on account of any Sale, and (iv) reasonable out-of-pocket costs actually incurred by any Financing Party or Owner Party in connection with any of the transactions contemplated hereunder (including, without limitation, those incurred in connection with the negotiation and execution of the Amendment (as defined in the Original Indenture) and the Term Sheet (as defined in the Amendment) and the documents contemplated thereby), except, in each instance, matters arising from the gross negligence or willful misconduct of the applicable Financing Party or Owner Party, and (B) the Undersigned Certificateholders harmless from and against any and all Certificateholder Expenses.  The foregoing shall be in addition to any and all rights of indemnification, contribution and reimbursement provided for under the Transaction Documents as presently in effect, provided, however, Tenant shall have no obligation or liability for the payment of any principal, interest, premiums or other payments expressly waived or forgiven by the applicable parties hereunder.  Tenant shall pay, within thirty (30) days after demand, any reasonable third-party expenses incurred by the Owner Parties, the Financing Parties or the Undersigned Certificateholders in connection with the negotiation and execution of the Amendment (as defined in the Original Indenture), the Term Sheet (as defined in the Amendment) and the documents contemplated hereby.

F.     Amendments to Tripartite Agreement.  The Tripartite Agreement is hereby amended by adding the following Section 4A:

     Section 4A.     Provisions Relating the Sales of Special Redemption Property.

     (a)     Agreement to Participate in Sales.  Remainderman hereby agrees that if at any time Owner is obligated to convey all or any portion of Owner's Interest in a Property or the Properties pursuant to Article 21A of the Lease (Sales of Special Redemption Property), Remainderman shall convey its corresponding interest in the applicable Property or Properties to the applicable Purchaser (as defined in the Lease) upon payment to Remainderman of a price equal to (i) the amount allocable to Remainderman set forth on Exhibit B to the Tripartite Agreement with respect to the applicable Property or Properties, plus, (ii) as and when applicable, the additional amount to which Remainderman is entitled pursuant to the clause fifth of Section 4.2(c) of that certain Trust Indenture and Security Agreement dated as of December 13, 1995, as amended by that certain Amendment to Leveraged Lease Facility and Second Supplemental Indenture dated March 7, 2001 (the "Indenture"); provided, however, that Remainderman's obligation to so convey shall be subject in each instance to the following: (A) that all payments made in connection with a Sale (as defined in the Lease) are made in the order and manner set forth in said Section 4.2(c) of the Indenture, and (B) that no amendments, modifications, waivers or other changes have been made to Article 21A of the Lease without the prior written consent of the Remainderman.  At the closing of any such transfer as contemplated herein, Remainderman shall deliver such documents, affidavits and certificates as are reasonably required to effectuate the transfer of title.

     (b)     Allocation of Purchase Price.  In the event that a Property is sold pursuant to Article 21A of the Lease and Section 4A hereof, the purchase price payable in connection with the sale shall be distributed in the order of priority set forth in Section 4.2(c) of the Original Indenture, as amended by the Amendment.

G.     Amendments to Definitions.  The following definitions are added (in alphabetical order) to Appendix A to each of the Participation Agreement, Original Indenture, and Supplemental Indenture:

     "AMEX Certificateholders" shall mean the beneficial Certificateholders (as defined in the Pass Through Trust Agreement) of which American Express Financial Corporation, a Delaware corporation ("AMEX") is an affiliate or for which AMEX or an affiliate thereof is investment advisor.

     "Effective Date" shall mean the date first set forth in the preamble of that certain Amendment to Leveraged Lease Facility and Second Supplemental Indenture by and among the Leveraged Lease Parties, AMEX Ce rtificateholders, and MacKay Shields Certificateholders.

     "Financing Parties" shall mean the various parties to the Leveraged Lease Facility other than Owner Parties and Tenant.

     "Leveraged Lease Facility" means that certain leveraged lease facility, as amended hereby, by Landlord, Owner Participant, Corporate Owner Trustee, Individual Owner Trustee, Remainderman Participant, Corporate Remainderman Trustee, Individual Remainderman Trustee, Corporate Indenture Trustee, Individual Indenture Trustee and Pass Through Trustee, in favor of Tenant, as such Leveraged Lease Facility is set forth in principal in the following operative documents: (a) Participation Agreement (b) Lease; (c) Original Indenture, as supplemented by the Supplemental Indenture; (d) Pass Through Trust Agreement; (e) Tripartite Agreement; and, (f) all additional documents executed in connection with the Leveraged Lease Facility (collectively with the above-defined documents, the "Transaction Documents").

     "Leveraged Lease Parties" shall mean, collectively, Landlord, Remainderman Trustee, Owner Participant, Remainderman Participant, Indenture Trustee, Pass Through Trustee, and Tenant.

     "MacKay Shields Certificateholders" shall mean MacKay Shields LLC, a Delaware limited liability company, not individually but solely on behalf of the beneficial Certificateholders to which MacKay Shields LLC is investment advisor.

     "Owner Parties" shall mean the Owner Trustee, Owner Participant, Remainderman Trustee and Remainderman Participant.

     "Owner Trust" shall mean the trust created between Landlord and Owner Participant.

     "Remainderman Trust" shall mean the trust created between Remainderman Trustee and Remainderman Participant.

     "Undersigned Certificateholders" shall mean collectively the AMEX Certificateholders and the MacKay Shields Certificateholders.

ARTICLE III

WAIVER OF DEFAULTS

A.     Waiver of Defaults.  The Owner Parties and the Financing Parties (for themselves and for all of the Certificateholders) hereby expressly waive, for the benefit of Tenant and the Owner Parties, (i) any and all existing defaults under the Leveraged Lease Facility which have occurred or may occur prior to the Effective Date as a result of or in connection with Tenant having filed a voluntary petition for bankruptcy, and (ii) any and all other existing or past defaults, whether matured or unmatured, under the Leveraged Lease Facility prior to the Effective Date, including without limitation, any such default in any of the following provisions:

     (1)     Section 6.7(j) of the Participation Agreement;

     (2)     Sections 7.6, 12.1, 13.1(e), 13.1(g), 13.1(h), 13.1(i), 13.1(j), 13.1(k), 13.6, and 13.12 of the Lease;

     (3)     Sections 5.10, 8.1(b) of the Original Indenture;

     (4)     Sections 2.1(a)-(b) of the Supplemental Indenture; and

     (5)     Section 6.01 of the Pass Through Trust Agreement.

     The foregoing waivers shall not be effective with respect to any default that may occur or exist after the Effective Date, even if arising out of the same acts, omissions, facts or circumstances which resulted in the occurrence of a default prior to the Effective Date, provided, however, in no event shall the continuation beyond the Effective Date of the present bankruptcy proceedings filed by Tenant under Chapter 11 of the United States Bankruptcy Code by Tenant in the United States Bankruptcy Court for the District of Delaware be deemed to constitute a default under any of the Transaction Documents.

ARTICLE IV

MISCELLANEOUS

A.     Effect of Amendments.  Except as expressly amended by this Amendment, and subject to the waiver set forth in Article 3 herein, the Leveraged Lease Facility and Transaction Documents shall remain in full force and effect.

B.     Conflict.  If any provision of the Leverage Lease Facility shall conflict with any provision of this Amendment, the provisions of this Amendment shall control.

C.     Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the state of New York.

D.     Counterparts.  This Amendment may be executed in one or more counterparts.

E.     Tenant Not Liable.  In no event shall any provision of this Amendment or the Notes (as defined in the Original Indenture) constitute a guaranty or assumption by Tenant of the Notes or the indebtedness represented thereby.

F.     Execution as a Supplemental Indenture.  This Amendment is executed and, with respect to the amendments set forth in Sections II(B) and II(C) hereof, shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, such Sections II(B) and II(C) of this Amendment shall form a part of such Original Indenture.

G.     Acknowledgement Regarding Florida Mall Property.  Tenant executed that certain Purchase Agreement (the "Purchase Agreement") dated August 24, 2000, with Florida Mall Associates, a Florida general partnership ("Assignor"), as assigned to Florida Mall Associates, Ltd., a Florida limited partnership ("Assignee") by that certain Assignment of Purchase Agreement and Acceptance of Assignment dated as of March 7, 2001, and that pursuant to the Purchase Agreement Tenant desires to cause the sale of that certain Leased Premises (the "Florida Mall Property"), commonly known as "Movies at Florida Mall" and located in Orange County, Florida.  Section 21A.1. of the Lease provides that upon delivery of a Notice, the Landlord and Owner Parties shall enter into a Purchase Contract for the sale of the applicable Leased Premises.  The Leveraged Lease Parties hereby consent and agree that, although Tenant executed the Purchase Agreement prior to delivery of the Notice, such Purchase Agreement constitutes a Purchase Contract for purposes of the Lease and the consummation of the sale contemplated therein shall constitute a "Sale" for purposes of the Lease and other Transaction Documents.

H.     Amendments.  No term, covenant, agreement or condition of this Amendment may be amended except by an instrument or instruments in writing by each party hereto.

     IN WITNESS WHEREOF, the parties have entered into this Amendment on the date first written above.

Tenant:

					United Artists Theatre Circuit, Inc.,
					a Maryland corporation
By:
Title:
Owner Parties:
	Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as the Corporate Owner Trustee
By:
Title:
	William J. Wade, not in his individual capacity but solely as the Individual Owner Trustee
			Theatre Investors, Inc., a Delaware corporation
By:
Title:
		Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as the Corporate Remainderman Trustee
By:
Title:
		William J. Wade, not in his individual capacity but solely as the Individual Remainderman Trustee
		Northway Associates Limited Partnership, a Delaware limited partnership
				By: Fivzar Associates, its general partner
				By: Fivzar I Limited Partnership, a partner
				By: Fivzar Corp., its general partner
By
Title:
		Financing Parties:
		State Street Bank and Trust Company, a Massachusetts trust company, not in its individual capacity but solely as the Corporate Indenture Trustee
By
Title:
		Susan Keller, not in her individual capacity but solely as the Individual Indenture Trustee
By
Title:
		State Street Bank and Trust Company, a Massachusetts trust company, not in its individual capacity but solely as pass through trustee under the Pass Through Trust Agreement
By:
Title:

THE UNDERSIGNED CERTIFICATIONHOLDERS HEREBY JOIN IN THIS AMENDMENT BY THEIR EXECUTION HEREOF SOLELY FOR THE PURPOSE OF ACCEPTING AND CONFIRMING THEIR AGREEMENTS AND COMMITMENTS SET FORTH IN FOLLOWING PROVISIONS OF ARTICLE II, SUBSECTION D(2) (Amendments to Pass Through Trust Agreement, Section 4.02A):  (i) PROVISO TO THE SECOND SENTENCE OF SECTION 4.02(A); AND (ii) THE THIRD SENTENCE OF SECTION 4.02(A).

	Undersigned Certificateholders:
	MacKay Shields LLC, for and on behalf of the MacKay Certificateholders, and not individually
By:
Title:
		(The following Undersigned Certificateholders constitute the Amex Certificateholders)
		AXP Bond Fund, Inc.
By:
		Frederick C. Quirsfeld, Vice President
		High Yield Portfolio, as series of Income Trust
By:
		Frederick C. Quirsfeld, Vice President
		AXP Variable Portfolio-Bond Fund, a series of AXP Variable Portfolio Income Series, Inc.

By:
	Frederick C. Quirsfeld, Vice President
	AXP Variable Portfolio-Managed Fund, a series of AXP Variable Portfolio Managed Series, Inc.
By:
	Frederick C. Quirsfeld, Vice President
	Income Portfolio, a series of IDS Life Series Fund, Inc
By:
	Frederick C. Quirsfeld, Vice President
	Managed Portfolio, a series of IDS Life Series Fund, Inc.
By:
	Frederick C. Quirsfeld, Vice President
	AXP Variable Portfolio-Extra Income Fund, a series of AXP Variable Portfolio Income Series, Inc.
By:
	Frederick C. Quirsfeld, Vice President
	IDS Life Insurance Company
By:
	Lorraine R. Hart, Vice President, Investments
23

EX-3

FIRST AMENDED AND RESTATED

EX-10

$252,200,000.00

RESTRUCTURED TERM CREDIT AGREEMENT

Among

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 II CORP., a Colorado corporation;

and

THE LENDERS PARTY HERETO

and

BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent

Dated as of _______________, 2001

TABLE OF CONTENTS

Page

ARTICLE 1.	DEFINITIONS		1
1.1	Defined Terms		1
1.2	Other Interpretive Provisions		20
	(a)	Defined Terms	20
	(b)	The Agreement	20
	(c)	Certain Common Terms	20
	(d)	Performance; Time	20
	(e)	Contract	21
	(f)	Laws	21
	(g)	Captions	21
	(h)	Independence of Provision	21
1.3	Accounting Principles		21
1.4	Rounding		21
1.5	Exhibits and Schedules		22
ARTICLE 2.	THE TERM CREDIT		22
2.1	Amounts and Terms of Credit Commitments		22
2.2	Notes		22
2.3	Mandatory Prepayments		22
2.4	Repayments		23
2.5	Joint Borrower Provisions		23
2.6	Interest		28
2.7	Fees		28
	(a)	Administrative Agents Fees	29
	(b)	Collateral Agent Fees	29
	(c)	Agent Work Fee	29
	(d)	Working Group and E.N. Fee	29
2.8	Computation of Fees and Interest		29
2.9	Payments of Borrowers		29
2.10	Sharing of Payments, Etc.		30
ARTICLE 3.	TAXES AND YIELD PROTECTION		31
3.1	Taxes		31
3.2	Illegality		34
3.3	Increased Costs and Reduction of Return		34
3.4	Funding Losses		35
3.5	Inability to Determine Rates		35
3.6	Reserves on LIBO Rate Loans		36
3.7	Certificates of Lenders		36
3.8	Survival		36
ARTICLE 4.	CONDITIONS PRECEDENT		36
4.1	Conditions of Loans		36
4.2	Loan Documents		36
	(a)	Resolutions; Incumbency	37
	(b)	Articles of Incorporation, By-laws and Good Standing	37
	(c)	Legal Opinion	37
	(d)	Payment of Fees	37
	(e)	Certificate	37
	(f)	Confirmation Order	38
	(g)	Insurance Certificates	38
	(h)	Other Documents	38
	(i)	[Intentionally Omitted]	38
	(j)	Stock Pledge Agreement	38
	(k)	UAPH II Stock Pledge Agreement	39
	(l)	Security Agreement	39
	(m)	Deeds of Trust, etc.	39
	(n)	No Litigation	39
ARTICLE 5.	REPRESENATATIONS AND WARRANTIES		39
5.1	Corporate Existence and Power		39
5.2	Corporate Authorization, No Contravention		40
5.3	Governmental Authorization		40
5.4	Binding Effect		40
5.5	Litigation		40
5.6	No Default		41
5.7	ERISA		41
5.8	[Intentionally Omitted]		43
5.9	Title to Properties		43
5.10	Taxes		43
5.11	[Intentionally Omitted]		43
5.12	Environmental Matters		43
5.13	Regulated Entities		44
5.14	Labor Relations		44
5.15	Copyrights, Patents, Trademarks and Licenses		44
5.16	Subsidiaries		45
5.17	[Intentionally Omitted]		45
5.18	Insurance		45
5.19	Full Disclosure		45
5.20	Locations of Collateral and Places of Business		45
5.21	Locations of, and Information with Respect to, Deposit Accounts		46
5.22	[Intentionally Omitted]		46
5.23	Validity of Security Interest		46
5.24	Existing Liens		46
5.25	Financial Statements		47
5.26	Compliance With Laws		47
5.27	Material Adverse Change		47
5.28	[Intentionally Omitted]		47
ARTICLE 6.	AFFIRMATIVE COVENANTS		47
6.1	Financial Reporting		47
6.2	Certificates; Other Information		48
6.3	Notices		49
6.4	Preservation of Corporate Existence, Etc.		50
6.5	Maintenance of Property and Other Collateral		51
6.6	Insurance		51
6.7	Payment of Obligations		51
6.8	Compliance with Laws		52
6.9	Inspection of Property and Books and Records		52
6.10	Environmental Laws		52
6.11	[Intentionally Omitted]		53
6.12	Update of Collateral and Deposit Account Schedules		53
6.13	[Intentionally Omitted]		53
6.14	[Intentionally Omitted]		53
ARTICLE 7.	NEGATIVE COVENANTS		53
7.1	Limitation on Liens		53
7.2	Disposition of Assets		55
7.3	Fundamental Changes, Corporate Documents		56
7.4	Loans and Investment		57
7.5	Limitation on Indebtedness		58
7.6	Transactions with Affiliates		59
7.7	[Intentionally Omitted]		60
7.8	[Intentionally Omitted]		60
7.9	[Intentionally Omitted]		60
7.10	[Intentionally Omitted]		60
7.11	Lease Obligations		60
7.12	Capital Expenditures		60
7.13	Change in Business		60
7.14	Accounting Changes		61
7.15	Relocation of Collateral, Chief Executive Offices, or Deposit Accounts		61
7.16	No Negative Pledges in Favor of Others		61
7.17	[Intentionally Omitted]		61
7.18	[Intentionally Omitted]		61
7.19	[Intentionally Omitted]		61
7.20	Certain Restrictions		61
7.21	Financial Covenants		62
7.22	Restricted Payments		62
7.23	Priority of Loan Payments		63
7.24	Investments in Margin Stock		63
7.25	Amendments to Certain Agreements		63
ARTICLE 8.	EVENTS OF DEFAULT		64
8.1	Event of Default		64
	(a)	Non-Payment	64
	(b)	Representation of Warranty	64
	(c)	Specific Defaults	64
	(d)	Other Defaults	64
	(e)	Cross-Default	64
	(f)	Bankruptcy Orders	65
	(g)	[Intentionally Omitted]	65
	(h)	Pre-Petition Obligations	65
	(i)	[Intentionally Omitted]	65
	(j)	Judgements	65
	(k)	Change in Control	65
	(l)	Material Adverse Effect	65
	(m)	Loan Documents Cease to be in Effect	66
	(n)	Bankruptcy; Insolvency	66
8.2	Rights and Remedies		66
8.3	Remedies; Obtaining the Collateral Upon Default		67
8.4	Remedies; Disposition of the Collateral		67
8.5	Recourse		68
8.6	Rights Not Exclusive		68
ARTICLE 9.	THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT		69
9.1	Appointment and Authorization		69
9.2	Delegation of Duties		69
9.3	Liability of Administrative Agent and Collateral Agent		69
9.4	Reliance by Administrative Agent and Collateral Agent		69
9.5	Notice of Default		70
9.6	Credit Decision		70
9.7	Indemnification		71
9.8	Administrative Agent in Individual Capacity		72
9.9	Successor Administrative Agent and Successor Collateral Agent		72
ARTICLE 10.	MISCELLANEOUS		73
10.1	Amendments and Waivers		73
10.2	Notices		73
10.3	No Waiver; Cumulative Remedies		74
10.4	Costs and Expenses		74
10.5	Indemnity		75
10.6	Marshaling, Payments Set Aside		76
10.7	Successors and Assigns		76
10.8	Assignments; Participations; etc.		77
10.9	Set-off		79
10.10	Debits of Fees		79
10.11	Notification of Addresses, Lending Offices, Etc.		80
10.12	Counterpart		80
10.13	Severability		80
10.14	No Third Parties Benefited		80
10.15	Time		80
10.16	Governing Law and Jurisdiction		80
10.17	Waiver of Right to Jury Trial		81
10.18	Entire Agreement		81
10.19	Interpretation		82
10.20	[Intentionally Omitted]		82
10.21	Fees and Claims		82
10.22	Release		82
10.23	Further Assurances		82
10.24	Non-liability of Lender		82
10.25	Headings		83

RESTRUCTURED TERM CREDIT AGREEMENT

This RESTRUCTURED TERM CREDIT AGREEMENT, dated as of __________, 2001 is entered into by and among UNITED ARTISTS THEATRE COMPANY, a Delaware corporation ("UAT"), UNITED ARTISTS THEATRE CIRCUIT, INC., a Maryland corporation and a Subsidiary of UAT ("UATC"), UNITED ARTISTS REALTY COMPANY, a Delaware corporation and a Subsidiary of UAT ("UARC"), UNITED ARTISTS PROPERTIES I CORP., a Colorado corporation and a Subsidiary of UARC ("Prop I"), and UNITED ARTISTS PROPERTIES II CORP. ("Prop II"), a Colorado corporation and a Subsidiary of UARC (UAT, UATC, UARC, Prop I and Prop II being hereinafter collectively referred to as "Borrowers," and each individually as a "Borrower"), jointly and severally, the several lenders party to this Agreement as identified on Schedule "A" hereto (collectively, the "Lenders"; individually, a "Lender"), and BANK OF AMERICA, N.A. ("BofA"), as administrative agent and collateral agent for and on behalf of the Lenders (the "Administrative Agent" or "Collateral Agent," as the case may be).

RECITALS

1. UAT, the several lenders party thereto (collectively, the "Credit Lenders"), and the Administrative Agent are parties to that certain CREDIT AGREEMENT dated as of April 21, 1998 (the "Credit Agreement"); as amended by that certain FIRST AMENDMENT TO CREDIT AGREEMENT AND MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of June 11, 1998 (the "First Amendment"); as amended by that certain SECOND AMENDMENT TO CREDIT AGREEMENT dated as of March 31,1999 (the "Second Amendment"); and as amended by that certain WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT dated as of September 27, 1999 (the "Third Amendment") (the Credit Agreement, together with the First Amendment, the Second Amendment and the Third Amendment, the "Original Credit Agreement").
2. On September 5, 2000, Borrowers and certain of their Subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court, for the District of Delaware (the "Bankruptcy Court"), with all of such cases being jointly administered for procedural purposes under the Case No. 00-00-3514 (SRL).
3. On January ___, 2001, the Bankruptcy Court entered its Order confirming Borrowers' Plan of Reorganization (as defined below).

NOW, THEREFORE, in consideration of the above recitals and in order to induce the Lenders to make such a term credit facility available to Borrowers, the parties hereto agree as follows:

EX-10

$25,000,000

EX-10

EX-21

Name							State of Org
A	B	C	D		E
UNITED ARTISTS THEATRE COMPANY							DE
	UNITED ARTISTS THEATRE CIRCUIT, INC.						MD
		Beth Page Theatre Co., Inc.					NY
		Tallthe, Inc.					NY
		UA Property Holding II, Inc.					CO
			Bagley Building Company				MI
			King Reavis Amusement Company				CA
			Mamaroneck Playhouse Holding Corporation				NY
			The Turp Company				CA
			Trumball Theatre Corp.				CT
			UA Mexico Holdings, S.A. de C.V.				Mexico
			UAGG Theatre Operating Corp.					NY
			United Artists International, Limited					HK
				United Artists Singapore Theatres Pte. Ltd.				Singapore
				Siam UATC Company Limited				Thailand
			Magnolia Amusement Company					AR
			R and S Theatres, Inc.					MS
			San Francisco Theatres, Inc.					CA
				United Stonestown Corporation				CA
						Rio Rich Theatres Venture
			Vogue Realty Company					CA
		UAB, Inc.						DE
		UAB II, Inc.						CO
		UA Theatre Amusements, Inc.						NY

Name					State of Org
A	B	C	D	E
		U.A.P.R., Inc.			DE
		United Artists International Management Company			CO
		UA International Property Holding, Inc.			CO
			UATC Europe B.V.		Netherlands
		United Film Distribution Company of South America			DE
			CDP Limited Liability Company		CA
			Multimatic Displays, Inc.		NY
			Olympus Pointe Theatre Centre Investors, LLC		CA
			RAM/UA-KOP, LLC		DE
				Orix RAM Montgomery Venture	IL
			Staten Theatre Group (Joint Venture)		NY
			Staten Theatre Group II		NY
			UATC/Heskel Brandon Theatre LLC		DE
			Showscan/United Artists Theatre Joint Venture		CO
			United Artists International, Limited		HK
				United Artists Singapore Theatres Pte. Ltd.	Singapore
				Siam UATC Company Limited	Thailand
			UA Mexico Holdings, S.A. de C.V.		Mexico
			United Artists/Pacific Media (Joint Venture)
	UNITED ARTISTS REALTY COMPANY				DE
		United Artists Properties I Corp.			CO
		United Artists Properties II Corp.			CO

EX-10

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND WERE ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT PROVIDED BY 11 U