EXHIBIT 48
AMENDMENT NO. 1, dated as of November 25, 2002 (this
"Amendment"), to the AMENDED AND RESTATED LIMITED LIABILITY
LIMITED PARTNERSHIP AGREEMENT (the "Partnership Agreement") of
VIVENDI UNIVERSAL ENTERTAINMENT LLLP (the "Partnership") dated as
of May 7, 2002, by and among USI ENTERTAINMENT INC., a Delaware
corporation ("Universal Sub"), as general partner, USANI HOLDINGS
XX, INC., a Delaware corporation, UNIVERSAL PICTURES
INTERNATIONAL HOLDINGS BV, a corporation organized under the laws
of The Netherlands, UNIVERSAL PICTURES INTERNATIONAL HOLDINGS 2
BV, a corporation organized under the laws of The Netherlands,
NYCSPIRIT CORP. II, a Delaware corporation, USA INTERACTIVE
(formerly known as USA Networks, Inc.), a Delaware corporation,
USANi SUB LLC, a Delaware limited liability company, NEW-U
STUDIOS HOLDINGS, INC., a Delaware corporation, and XXXXX XXXXXX,
as limited partners, VIVENDI UNIVERSAL, S.A., a societe anonyme
organized under the laws of France, UNIVERSAL STUDIOS, INC., a
Delaware corporation, and, SUB I - USA Holding LLC, a Delaware
limited liability company, USI - USA Holding LLC, a Delaware
limited liability company, XXXX - USA Holding LLC, a Delaware
limited liability company, and V - USA Holding LLC, a Delaware
limited liability company.
A. The Partnership intends to enter into the VUE Term Loan Agreement
(as defined below).
B. As a condition to the VUE Term Loan Agreement, the Partners are
required to amend certain provisions of the Partnership Agreement as set forth
herein.
C. Each capitalized term used and not otherwise defined herein shall
have the meaning assigned to such term in the Partnership Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) Section 1.01 of the Partnership Agreement is hereby amended
by inserting the following definition in the appropriate alphabetical
order therein:
""VUE Term Loan Agreement" shall mean the Amended and
Restated Agreement, dated as of November 25, 2002, among the
Partnership, Banc of America Securities LLC and X.X. Xxxxxx
Securities Inc., as lead arrangers and bookrunners, the Banks
party thereto and JPMorgan Chase Bank, as administrative agent."
""VUE Security Agreement" shall mean the Guarantee and
Security Agreement, dated as of November 25, 2002, among the
Partnership, the guarantors party thereto and JPMorgan Chase
Bank, as administrative agent."
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(b) Section 2.03 of the Partnership Agreement is hereby amended
by inserting prior to the period at the end of such section the words
", other than trade or fictitious names required in connection with
the business of subsidiaries of the Partnership in the ordinary course
of their business."
(c) Article XIII of the Partnership Agreement is hereby amended
by inserting the following section at the end thereof:
"SECTION 13.06. VUE Term Loan Agreement. The Partnership
shall not at any time on or prior to the 91st day following the
date on which all of the Release Conditions (as defined in the
VUE Security Agreement) are satisfied, take any action of the
sort contemplated by Clause 16.6(c) of the VUE Term Loan
Agreement with respect to the Partnership or any of its
Subsidiaries (as defined in the VUE Term Loan Agreement) or the
assets of any of the foregoing without the prior written
agreement of all Partners holding Common Interests at such time."
SECTION 2. Effectiveness. This Amendment shall be effective as of the
date first set forth above.
SECTION 3. Effect of Amendment.
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of any of the parties to the Partnership
Agreement, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Partnership Agreement, all of which are hereby ratified and affirmed in all
respects and shall continue in full force and effect.
SECTION 4. Counterparts.
This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
one and the same instrument. Delivery of any executed counterpart of a signature
page of this Amendment by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
USI ENTERTAINMENT, INC.,
By /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Executive Vice President
USANI HOLDING XX, INC.,
By /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
UNIVERSAL PICTURES
INTERNATIONAL HOLDINGS BV,
By /s/ Ad Heskes
--------------------------------------
Name: Ad Heskes
Title: Director
By /s/ N. A. Doornberg
--------------------------------------
Name: N. A. Doornberg
Title: Director
UNIVERSAL PICTURES
INTERNATIONAL HOLDINGS 2 BV,
By /s/ Xxxxxxxx Xxxxxxx van den Eijnden
--------------------------------------
Name: Xxxxxxxx Xxxxxxx van den Eijnden
Title: Director
By /s/ Th. Xxxx
--------------------------------------
Name: Th. Xxxx
Title: Director
NYCSPIRIT CORP. II,
By /s/ Xxxxxx X. Xxxxxxxx III
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx III
Title: President
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USA INTERACTIVE,
By /s/ Xxxx Xxxxxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
USANi SUB LLC,
By /s/ Xxxx Xxxxxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
NEW-U STUDIOS HOLDINGS, INC.,
By /s/ Xxxx Xxxxxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
XXXXX XXXXXX,
/s/ Xxxxx Xxxxxx
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