Universal City Florida Holding Co. I Sample Contracts

Mr. John Sprouls Universal Studios, Inc. Orlando, FL 32819 Dear Mr. Sprouls:
Employment Agreement • February 14th, 2005 • Universal City Florida Holding Co. I • Florida

Universal Studios, Inc. (“Universal” or the “Company”) agrees to employ you and you agree to accept employment upon the terms and conditions set forth in this agreement (the “Agreement”).

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DIRECTED EMPLOYEE BENEFIT TRUST AGREEMENT
Trust Agreement • February 14th, 2005 • Universal City Florida Holding Co. I

This TRUST AGREEMENT (“Trust Agreement” or “Agreement”), entered into this 1st day of January, 2005, by and between Universal City Development Partners, LTD. d/b/a Universal Orlando (the “Company”) and THE CHARLES SCHWAB TRUST COMPANY (the “Trustee”).

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SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF
General Partnership Agreement • February 14th, 2005 • Universal City Florida Holding Co. I • Florida

THIS AGREEMENT (the “Agreement”) is made and entered into as of July 27, 2000, among BLACKSTONE UTP CAPITAL PARTNERS L.P., a Delaware limited partnership (“Blackstone UTP”), BLACKSTONE UTP CAPITAL PARTNERS A L.P., a Delaware limited partnership (“Blackstone UTP A”), BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P., a Cayman Islands exempted limited partnership (“Blackstone Offshore”), and BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P., a Delaware limited partnership (“Blackstone FMP” and, together with Blackstone Offshore, Blackstone UTP A, and Blackstone UTP, collectively, the “Blackstone Partners” and individually, a “Blackstone Partner”) and UNIVERSAL CITY PROPERTY MANAGEMENT COMPANY II, a Delaware corporation, hereinafter referred to as “UniCo,” a wholly owned subsidiary of Universal Studios, Inc. (“Universal Parent”).

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CALCULATION AGENCY AGREEMENT
Calculation Agency Agreement • February 14th, 2005 • Universal City Florida Holding Co. I • New York

THIS AGREEMENT is made as of December 9, 2004, between Universal City Florida Holding Co. I, a Florida general partnership (“Holding I”), UCFH I Finance, Inc., a Florida corporation (“UCFH I Finance”), Universal City Florida Holding Co. II, a Florida general partnership (“Holding II”), UCFH II Finance, Inc., a Florida corporation (“UCFH II Finance”) (together, the “Issuers”), whose principal executive offices are at 1000 Universal Studios Plaza, Orlando, FL 32819-7610, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, whose principal corporate trust office is at 101 Barclay Street, New York, New York 10286 (together with any successor, called the “Calculation Agent”).

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TRANSACTION AGREEMENT
Transaction Agreement • February 14th, 2005 • Universal City Florida Holding Co. I • New York

TRANSACTION AGREEMENT, dated as of December 9, 2004 (this “Agreement”), by and between Blackstone UTP Capital Partners L.P., a Delaware limited partnership (“Blackstone UTP”), Blackstone UTP Capital Partners A L.P., a Delaware limited partnership (“Blackstone UTP A”), Blackstone UTP Offshore Capital Partners L.P., a Cayman Islands exempted limited partnership (“Blackstone Offshore”), and Blackstone Family Media Partnership III L.P., a Delaware limited partnership (“Blackstone FMP” and, together with Blackstone Offshore, Blackstone UTP A and Blackstone UTP, the “Blackstone Entities”), Universal City Property Management II LLC, a Delaware limited liability company (“UniCo II”), Vivendi Universal Entertainment LLLP, a Delaware limited liability limited partnership (“VUE”), USI Entertainment Inc., a Delaware corporation (“USI”), Universal Studios, Inc., a Delaware corporation (“Universal”), NBC Universal, Inc., a Delaware corporation (“NBC Universal,” together with UniCo II, VUE, USI and U

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As of October 11, 2001
Employment Agreement • February 14th, 2005 • Universal City Florida Holding Co. I

Reference is made to the employment agreement between you and Universal Studios, Inc. dated as of December 7, 1999 (the “Employment Agreement”), pursuant to which you have been employed in an executive capacity. It is now our mutual intention to amend the Employment Agreement as follows:

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UNIVERSAL CITY FLORIDA HOLDING CO. I UNIVERSAL CITY FLORIDA HOLDING CO. II UCFH I FINANCE, INC. UCFH II FINANCE, INC. $300,000,000 Floating Rate Senior Notes due 2010
Registration Rights Agreement • February 14th, 2005 • Universal City Florida Holding Co. I • New York

Universal City Florida Holding Co. I, a Florida general partnership (“Holding I”), Universal City Florida Holding Co. II, a Florida general partnership (“Holding II”), UCFH I Finance, Inc., a Florida corporation (“Finance I”) and UCFH II Finance, Inc., a Florida corporation (“Finance II”), as joint and several obligors (collectively, the “Issuers”), propose to issue and sell to J.P. Morgan Securities Inc. (“JPMorgan”) and Banc of America Securities LLC (collectively, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated December 2, 2004 (the “Purchase Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $300,000,000 aggregate principal amount of the Issuers’ Floating Rate Senior Notes due 2010 (the “Floating Rate Notes”), and $150,000,000 of their 83/8% Senior Notes due 2010 (the “Fixed Rate Notes” and together with the Floating Rate Notes, the “Notes”). Capitalized terms used, but not defined, he

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UNIVERSAL CITY FLORIDA HOLDING CO. I UNIVERSAL CITY FLORIDA HOLDING CO. II UCFH I FINANCE, INC. and UCFH II FINANCE, INC., as Co-Issuers, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
Indenture • February 14th, 2005 • Universal City Florida Holding Co. I • New York

INDENTURE dated as of December 9, 2004 among Universal City Florida Holding Co. I, a Florida general partnership (“Holding I”), Universal City Florida Holding Co. II, a Florida general partnership (“Holding II”). “Issuers” herein refers to Holding I and Holding II collectively and unless the context otherwise requires, either Holding I or Holding II. UCFH I Finance, Inc., a Florida corporation (“Finance I”) and UCFH II Finance, Inc., a Florida corporation (“Finance II” and, together with Finance I, the “Finance Issuers” and, together with the Issuers, the “Co-Issuers”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, as Trustee (the “Trustee”).

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FIRST AMENDEDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL CITY FLORIDA HOLDING CO. II
General Partnership Agreement • February 14th, 2005 • Universal City Florida Holding Co. I

This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL CITY FLORIDA HOLDING CO. II (this “Amendment”) is made and entered into as of December 9, 2004, by and between BLACKSTONE UTP CAPITAL LLC, a Delaware limited liability company (“Blackstone UTP”), BLACKSTONE UTP CAPITAL A LLC, a Delaware limited liability company (“Blackstone UTP A”), BLACKSTONE UTP OFFSHORE CAPITAL LLC, a Delaware limited liability company (“Blackstone Offshore”), and BLACKSTONE FAMILY MEDIA LLC, a Delaware limited liability company (“Blackstone Family” and, together with Blackstone Offshore, Blackstone UTP A, Blackstone UTP, collectively, the “Blackstone Entities” and individually, each a “Blackstone Entity”) and UNIVERSAL CITY PROPERTY MANAGEMENT II LLC, a Delaware limited liability company, (“UniCo”), an indirect majority owned subsidiary of Universal Studios, Inc., a Delaware corporation (“Universal Parent”).

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Contract
Amendment to Agreement • February 14th, 2005 • Universal City Florida Holding Co. I

Certain portions of this letter agreement have been omitted pursuant to a request for confidential treatment and are replaced herein by ***. The omitted material has been filed separately with the Securities and Exchange Commission.

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SECOND AMENDMENT TO GROUND LEASE
Ground Lease • February 14th, 2005 • Universal City Florida Holding Co. I

THIS SECOND AMENDMENT TO GROUND LEASE, dated as of February 20, 2001 (this “Second Amendment”), between UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a Delaware limited partnership, successor by conversion to Universal City Development Partners, a Florida general partnership and successor by merger/conversion to Universal City Florida Partners, a Florida general partnership (the “Landlord”), and UCF HOTEL VENTURE, a Florida general partnership (the “Tenant”).

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Mr. John Sprouls Vivendi Universal Entertainment LLLP 1000 Universal Studios Plaza Orlando, FL 32819 Dear Mr. Sprouls:
Employment Agreement • February 14th, 2005 • Universal City Florida Holding Co. I

Reference is made to the employment agreement between you and Universal Studios, Inc. (“Universal”), as assumed by Vivendi Universal Entertainment LLLP (“VUE”) dated as of December 7, 1999, as later amended as of October 11, 2001 (the “Employment Agreement”), pursuant to which you have been employed in an executive capacity. It is now our mutual intention to amend the Employment Agreement as follows:

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AMENDMENT NO. 3 TO AGREEMENT OF LIMITED PARTNERSHIP OF JB/UNIVERSAL CITY RESTAURANT PARTNERS, L.P.
Agreement of Limited Partnership • February 14th, 2005 • Universal City Florida Holding Co. I

THIS INSTRUMENT is made and entered into as of January 9, 2004 (the “Effective Date”) by and between UNIVERSAL CITY DEVELOPMENT PARTNERS, Ltd., (“Universal”) a Florida limited partnership, as successor in interest by merger to Universal City Development Partners, LP, a Delaware limited partnership, and MARGARITAVILLE HOLDINGS L.L.C. (“Holdings”), a Delaware limited liability company.

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FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL CITY FLORIDA HOLDING CO. I
General Partnership Agreement • February 14th, 2005 • Universal City Florida Holding Co. I

This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL CITY FLORIDA HOLDING CO. I (this “Amendment”) is made and entered into as of December 9, 2004, by and between BLACKSTONE UTP CAPITAL LLC, a Delaware limited liability company (“Blackstone UTP”), BLACKSTONE UTP CAPITAL A LLC, a Delaware limited liability company (“Blackstone UTP A”), BLACKSTONE UTP OFFSHORE CAPITAL LLC, a Delaware limited liability company (“Blackstone Offshore”), and BLACKSTONE FAMILY MEDIA LLC, a Delaware limited liability company (“Blackstone Family” and, together with Blackstone Offshore, Blackstone UTP A, Blackstone UTP, collectively, the “Blackstone Entities” and individually, each a “Blackstone Entity”) and UNIVERSAL CITY PROPERTY MANAGEMENT II LLC, a Delaware limited liability company, (“UniCo”), an indirect majority owned subsidiary of Universal Studios, Inc., a Delaware corporation (“Universal Parent”).

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Contract
Second Supplemental Indenture • February 14th, 2005 • Universal City Florida Holding Co. I • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of December 9, 2004 (this “Second Supplemental Indenture”), among UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Company”), UCDP FINANCE, INC., a Florida corporation (“Finance” and, together with the Company, the “Issuers”), UNIVERSAL CITY TRAVEL PARTNERS, a Florida general partnership (the “Guarantor”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

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August 22, 2002 Mr. John Sprouls Universal Studios, Inc.
Employment Agreement • February 14th, 2005 • Universal City Florida Holding Co. I
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