AMENDMENT NO. 3
AMENDMENT dated as of March 28, 2002 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (as heretofore amended, the "CREDIT
AGREEMENT") among UNIVERSAL CITY DEVELOPMENT PARTNERS, LP (the "BORROWER"), the
BANKS party thereto (the "BANKS") and JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank successor by merger to Xxxxxx Guaranty Trust Company of New
York), as Administrative Agent and as Collateral Agent.
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein;
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Financial Covenant Amendments. (a) The definition of EBITDA in
Section 1.01 of the Credit Agreement is hereby amended to read in its entirety
as follows:
"EBITDA" means net income, after deducting all expenses and other
proper charges except interest, income taxes, depreciation and amortization
(including amortization of pre- opening expenses), and non-cash Universal
Fees, in each case determined in accordance with GAAP, and eliminating (i)
all earnings attributable to equity interests in other Persons unless
actually received, (ii) all income arising from the forgiveness, adjustment
or negotiated settlement of any indebtedness, (iii) any extraordinary item
of gain or loss, (iv) interest income, (v) pre- opening expenses which
would have been capitalized in accordance with GAAP as in effect at the
date of the Existing
Credit Agreements but not in accordance with GAAP as in effect at the
Completion Date and (vi) fees and expenses incurred by the Borrower in
connection with Amendment No. 3.
(b) The following new definitions are added to Section 1.01 of the Credit
Agreement in appropriate alphabetical position:
"AMENDMENT NO. 3" means Amendment No. 3 dated as of March 28, 2002 to this
Agreement.
"ENHANCED COVENANT COMPLIANCE" means, as at any FQE, compliance with
Section 5.19 and, if such FQE is prior to FQE 3/04, such compliance shall be
achieved (i) without the benefit of Section 6.04 as applied to such FQE or any
prior FQE and (ii) on the basis of the compliance levels specified in Section
5.19(d).
"MINIMUM REFINANCING MATURITY DATE" means the tenth day following delivery
by the Borrower of financial statements pursuant to Section 5.01 for FQE 3/04.
"PERMITTED QUALIFICATION" means a qualification in a report of independent
public accountants delivered pursuant to Section 5.01(b) which such accountants
confirm in writing to the Administrative Agent would not be included but for the
amortization schedule for the Borrower's Indebtedness.
"PERMITTED REFINANCING" means, with respect to the Fleet Agreement or the
First Union Agreement (or any successor Restricted Credit Facility entered into
in connection with a prior Permitted Refinancing), a refinancing thereof on
terms which are in the reasonable judgment of the Administrative Agent
substantially similar to (or otherwise no less favorable to the Borrower than)
those in the facility being refinanced, with a facility termination date not
earlier than the Minimum Refinancing Maturity Date. A Permitted Refinancing may
take the form of a subordinated term loan maturing not earlier than the Minimum
Refinancing Maturity Date, which term loan shall be subject to subordination
provisions reasonably satisfactory to the Administrative Agent and otherwise in
the reasonable judgment of the Administrative Agent on terms and conditions no
less favorable to the Banks than those of the facility being refinanced.
"PERMITTED TERMINATION" means, with respect to any Restricted Credit
Facility, the termination of commitments thereunder at the scheduled final
termination date (or any other date on or after the Minimum Refinancing Maturity
Date) and the payment of any principal amount outstanding thereunder on the
scheduled final maturity date (or any other date on or after the Minimum
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Refinancing Maturity Date); provided that no such termination and repayment
shall be a Permitted Termination if effected on a date prior to the Minimum
Refinancing Maturity Date unless, not less than ten days prior to such
termination and repayment, the Borrower shall have delivered to the
Administrative Agent the financial statements and officer's certificate required
by Section 5.01(a) or (b) and 5.01(c) with respect to the then most recent FQE
demonstrating Enhanced Covenant Compliance.
"RESTRICTED CREDIT FACILITY" means the First Union Agreement, the Fleet
Agreement and any successor facility entered into in a Permitted Refinancing of
the First Union Agreement or the Fleet Agreement (or of any successor Restricted
Credit Facility).
(c) The table in Section 5.19(a) of the Credit Agreement is amended to read
in its entirety as follows:
FQE 6/00 through FQE 9/01 9.50 to 1.00
FQE 12/01 9.00 to 1.00
FQE 3/02 and FQE 6/02 Not applicable
FQE 9/02 8.25 to 1.00
FQE 12/02 7.50 to 1.00
FQE 3/03 7.00 to 1.00
FQE 6/03 6.50 to 1.00
FQE 9/03 6.00 to 1.00
FQE 12/03 5.00 to 1.00
FQE 3/04 3.85 to 1.00
FQE 6/04 3.60 to 1.00
FQE 9/04 and thereafter 2.60 to 1.00
(d) The table in Section 5.19(b) of the Credit Agreement is amended to read
in its entirety as follows:
FQE 6/00 through FQE 3/01 1.10 to 1.00
FQE 6/01 and FQE 9/01 1.20 to 1.00
FQE 12/01 1.30 to 1.00
FQE 3/02 1.45 to 1.00
FQE 6/02 1.65 to 1.00
FQE 9/02 1.70 to 1.00
FQE 12/02 1.75 to 1.00
FQE 3/03 1.80 to 1.00
FQE 6/03 1.85 to 1.00
FQE 9/03 1.95 to 1.00
FQE 12/03 2.05 to 1.00
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FQE 3/04 2.75 to 1.00
FQE 6/04 2.90 to 1.00
FQE 9/04 and thereafter 4.35 to 1.00
(e) The table in Section 5.19(c) of the Credit Agreement is amended to read
in its entirety as follows:
FQE 12/01 1.00 to 1.00
FQE 3/02 through FQE 12/03 Not applicable
FQE 3/04 and FQE 6/04 1.15 to 1.00
FQE 9/04 and thereafter 1.50 to 1.00
(f) Subsections (a), (b) and (c) to Section 5.19 of the Credit Agreement
are amended by adding the phrase ", subject to subsection (d) below" following
the reference to "set forth below", respectively.
(g) Section 5.19 of the Credit Agreement is amended by the addition of the
following new subsection (d):
(d) If the Borrower proposes to effect a Permitted Termination, the
compliance levels for determining whether Enhanced Covenant Compliance is
achieved as at FQE 9/03 or FQE 12/03 shall be as follows:
(x) Funded Debt Ratio:
FQE 9/03 4.25 to 1.00
FQE 12/03 4.05 to 1.00
(y) Interest Coverage Ratio:
FQE 9/03 2.55 to 1.00
FQE 12/03 2.60 to 1.00
(z) Debt Service Coverage Ratio:
FQE 9/03 and FQE 12/03 1.15 to 1.00
If the Borrower effects a Permitted Termination on the basis of Enhanced
Covenant Compliance as at FQE 9/03 or FQE 12/03, then the compliance level
for such FQE for purposes of the foregoing subsections (a), (b) and (c),
and if such FQE is FQE 9/03, such compliance levels for FQE 12/03, shall
automatically, without further action by any party hereto, be amended to be
those set forth above for such FQE; provided that if a Permitted
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Termination is made during the FQE 12/03, such Permitted Termination shall
not be included in the calculation of the Debt Service Coverage Ratio as at
FQE 12/03 (but will be included in any future calculation thereof).
(h) Section 6.04 of the Credit Agreement is amended (i) by changing each
reference to "FQE 12/01" to "FQE 12/03," (ii) by changing the reference to "FQE
3/02" to "FQE 3/04" and (iii) by changing the reference to "Section 6.01(o)(ii)"
to "Section 6.01(c)(ii)."
SECTION 3. Other Amendments. (a) Section 2.08(d) of the Credit Agreement is
amended (i) by adding the phrase "or pursuant to Section 5.20(a)(i) in
connection with the sale of a certain property described in Schedule I"
following the reference to "Section 2.08(c)(ii) above" in the first sentence and
(ii) by adding the phrase "(other than a prepayment pursuant to Section
5.20(a)(i) in connection with the sale of a certain property described in
Schedule I)" following the reference to "Section 2.09" in the last sentence.
(b) Section 3.01 of the Credit Agreement is amended (i) by the addition of
the following new subsection (f):
(f) in the case of a Working Capital Borrowing, the fact that an
aggregate principal amount of Indebtedness is outstanding under the
Restricted Credit Facilities not less than the then aggregate amount of the
commitments thereunder;
and (ii) by replacing the phrase "(b), (c) and (d)" in the last sentence thereof
with the phrase "(b), (c), (d) and (f)".
(c) Section 6.01 of the Credit Agreement is amended by the addition of the
following new clause (q):
(q) First Union/Fleet Agreements
(i) the Borrower shall make any payment of principal of Indebtedness
under a Restricted Credit Facility, except (x) any such payment in
connection with a Permitted Refinancing or a Permitted Termination or (y)
if the Borrower is permitted to reborrow the amount of such payment under
such Restricted Credit Facility, any such payment at a time when no Working
Capital Loans are outstanding; or
(ii) the Borrower shall suffer any reduction in the aggregate amount of
the commitments under any Restricted Credit Facility except in connection
with a Permitted Refinancing or a Permitted Termination; or
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(iii) the Borrower shall have failed to secure, as to both of the First
Union Agreement and the Fleet Agreement, by no later than October 31, 2003,
either (x) extensions of the maturity and commitment termination dates to a
date not earlier than March 1, 2004 or (y) a Permitted Refinancing thereof;
provided that no Event of Default will arise under this clause (iii) if the
Borrower notifies the Administrative Agent not later than October 31, 2003
of its intention to effect a Permitted Termination of such Restricted
Credit Facility; provided further that an Event of Default will be deemed
to arise hereunder if the Borrower thereafter fails to effect the Permitted
Termination specified in such notice.
(d) Section 5.01(b) of the Credit Agreement is amended by the addition of
the following phrase at the end of the last sentence thereof: "; provided that
such reports of independent certified public accountants as to FQE 12/02 and FQE
12/03 may include a Permitted Qualification."
(e) Section 5.24 of the Credit Agreement is amended by the addition of the
following phrase at the end of the last sentence therein: "; provided that the
proceeds of the Working Capital Loans shall not be used to make any payment of
principal of Indebtedness under any Restricted Credit Facility except in
connection with a Permitted Termination thereof."
(f) Section 7.01 and the following definitions are amended by replacing
each reference to "Xxxxxx Guaranty Trust Company of New York" with "JPMorgan
Chase Bank (formally known as The Chase Manhattan Bank successor by merger to
Xxxxxx Guaranty Trust Company of New York)": "Administrative Agent", "Collateral
Agent", "Federal Funds Rate", "Prime Rate" and "Reference Banks".
(g) Schedule C and Schedule D hereto are substituted as Schedule C and
Schedule D, respectively, to the Credit Agreement.
(h) Schedule I hereto is added as Schedule I to the Credit Agreement.
SECTION 4. Pricing Schedule. The Pricing Schedule is amended to read in its
entirety as set forth in the attached Pricing Schedule.
SECTION 5. Representations of the Borrower.
(a) Section 4.03(b) of the Credit Agreement is hereby amended to delete the
reference to "April 1, 2000" appearing therein and substituting in lieu thereof
a reference to "December 31, 2001".
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(b) The Borrower represents and warrants that as of the Amendment No. 3
Effective Date and after giving effect hereto (i) the representations and
warranties of the Borrower set forth in Article 4 of the Credit Agreement and
Sections 3, 6 and 8 of the Security Agreement dated as of July 27, 2000 and
amended as of the date hereof between the Borrower and JPMorgan Chase Bank, as
Collateral Agent, shall be true in all material respects and (ii) no Default
shall have occurred and be continuing.
SECTION 6. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 8. Effectiveness. This Amendment shall become effective on the date
(the "AMENDMENT NO. 3 EFFECTIVE DATE") when each of the following conditions is
satisfied:
(a) receipt by the Administrative Agent from each of the Borrower and Banks
comprising the Required Banks of a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof;
(b) receipt by the Administrative Agent of $50,000,000 to be applied
substantially simultaneously with the receipt thereof as prepayment of Term
Loans or Working Capital Loans or both, as the Borrower may elect, such
prepayment to be funded by a substantially simultaneous cash contribution of
equity capital to the Borrower by its partners or their Affiliates (the parties
hereby agree that to the extent such prepayment is of the Term Loans, the amount
thereof will be applied to subsequent Term Loan Installment Amounts in forward
order of maturity or as the Borrower may otherwise elect by notice to the
Administrative Agent not later than the Amendment No. 3 Effective Date),
provided that the Borrower may elect to defer satisfaction of the condition
specified in this subsection (b) to a date not later than April 15, 2002 by
notice to the Administrative Agent to that effect, in which event (i) the
Amendment No. 3 Effective Date will occur, and this Amendment shall become
effective on the date on which each of the other conditions specified in this
Section 8 is satisfied and (ii) in the event that the condition specified in
this subsection (b) is not satisfied on or prior to April 15, 2002, then this
Amendment shall cease to be effective, and for purposes of determining whether
an Event of Default exists under the Credit Agreement shall be deemed never to
have been effective;
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(c) receipt by the Administrative Agent of payment of (i) an amendment fee
for the account of each Bank which shall have approved this Amendment on or
prior to March 27, 2002 in an amount equal to 0.25% of such Bank's Total
Exposure (after giving effect to any prepayment of the Term Loans on such date)
and (ii) all fees and expenses invoiced not less than two Domestic Business Days
prior to the Amendment No. 3 Effective Date payable by the Borrower in
connection with this Amendment pursuant to Section 9.03 of the Credit Agreement
or otherwise;
(d) receipt by the Administrative Agent of an instrument or instruments in
form and substance reasonably satisfactory to the Administrative Agent pursuant
to which the license to the Borrower of Intellectual Property Rights pursuant to
the Borrower's Partnership Agreement is confirmed;
(e) receipt by the Collateral Agent of duly executed counterparts of each
supplemental Collateral Document set forth in Exhibit A hereto, together with
evidence reasonably satisfactory to it of the perfection of the Liens created
thereby (or arrangements therefor) and of the payment by the Borrower of all
filing fees and other expenses payable in connection therewith;
(f) receipt by the Administrative Agent of one or more opinions of counsel
reasonably satisfactory to the Administrative Agent and its counsel covering the
matters addressed in Exhibit B attached hereto with reference to the Loan
Documents after giving effect to this Amendment; and
(g) receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of the Borrower, the legal authority for and
the validity of the Agreement as amended hereby, and any other matters relevant
hereto, all in form and substance reasonably satisfactory to the Administrative
Agent;
provided that the Amendment No. 3 Effective Date shall have occurred on or
before March 31, 2002.
SECTION 9. Effect of Amendment. Except as expressly amended by this
Amendment, the provisions of the Credit Agreement remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written.
UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a Delaware
limited partnership
By: UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida
general partnership, its general partner
By: UNIVERSAL CITY PROPERTY
MANAGEMENT COMPANY II, a Delaware
corporation, a general partner
By: /s/ Xxxxxxx X. Short
------------------------------------------
Title: Vice President
By: BLACKSTONE UTP CAPITAL PARTNERS A L.P.,
a Delaware general partnership, a general partner
By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.,
a Delaware limited liability company, its general
partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Title: Member
By: BLACKSTONE UTP CAPITAL PARTNERS L.P.,
a Delaware general partnership, a general partner
By: BLACKSTONE MEDIA MANAGEMENT
ASSOCIATES III L.L.C., a Delaware limited
liability company, its general partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Title: Member
By: BLACKSTONE UTP OFFSHORE CAPITAL
PARTNERS L.P., a Delaware general partnership, a
general partner
By: BLACKSTONE MEDIA MANAGEMENT
ASSOCIATES III L.L.C., a Delaware limited
liability company, its general partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Title: Member
By: BLACKSTONE FAMILY MEDIA
PARTNERSHIP III L.P., a Delaware general
partnership, a general partner
By: BLACKSTONE MEDIA MANAGEMENT
ASSOCIATES III L.L.C., a Delaware limited
liability company, its general partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Title: Member
JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank successor by merger to
Xxxxxx Guaranty Trust Company of New York)
By: /s/ Xxxx X. XxXxxxxx
-------------------------------------
Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Title: Principal
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Title: Director
FIRST UNION NATIONAL BANK
By: /s/ Xxx Xxxxxx
-------------------------------------
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxxx X. Xxxx
-------------------------------------
Title: Vice President
HSBC BANK PLC
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Title: Manager, Structured Finance
ROYAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Title: Senior Manager
NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxxx Xxxxxx
-------------------------------------
Title: Director, Risk Management
Structured Finance
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------
Title: Vice President & Manager
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Director
By: /s/ Xxx Xxxxx
-------------------------------------
Title: Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Title: Duly Authorized Signatory
THE FUJI BANK, LIMITED
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President & Senior Team Leader
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Director, Risk Management
Structured Finance
UFJ BANK LIMITED
(F/K/A THE SANWA BANK LIMITED)
By: /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------------
Title: Senior Vice President and Group Co-Head
THE TORONTO-DOMINION BANK
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Title: Mgr. CR Admin.
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Title: Director
By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Associate Director
CITIBANK, N.A.
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Title: Managing Director
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Title: Vice President
By: /s/ Xxxxx Xxxxx
-------------------------------------
Title: Director
SUMITOMO MITSUI BANKING CORPORATION
(formerly known as The Sumtomo Bank, Limited
and successor by merger to The Sakura Bank,
Limited)
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Title: Senior Vice President
ABN AMRO BANK N.V., NEW YORK
BRANCH
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------
Title: Group Vice President
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------------
Title: Assistant Vice President
BNP PARIBAS
By: /s/ Xxx Xxxxxxxxx
----------------------------------------
Title: Director
By: /s/ Xxx Xxxxxx
----------------------------------------
Title: Director
Media & Telecom Finance
CIBC INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Title: Executive Director
CIBC World Markets Corp., as Agent
KBC BANK N.V.
By: /s/ Xxxx-Xxxxxx Diels
----------------------------------------
Title: First Vice President
By: /s/ Xxxx Xxxxxx
----------------------------------------
Title: Vice President
LANDESBANK BADEN-WURTTEMBERG
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Title: Senior Vice President
By: /s/ Xxxxxx Xxxx
----------------------------------------
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Title: Senior Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxxx
----------------------------------------
Title: Managing Director
JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank successor by merger to
Xxxxxx Guaranty Trust Company of New York),
as Administrative Agent and as Collateral
Agent
By: /s/ Xxxx X. XxXxxxxx
----------------------------------------
Title: Managing Director
PRICING SCHEDULE
"BASE RATE MARGIN" means (i) for any date prior to the Repricing Date, (x)
if such day as prior to FQE 12/02, 1.25% and (y) if such day is on or after FQE
12/02, 1.50% and (ii) for any date on or after the Repricing Date, 3.00%.
"EURO-DOLLAR MARGIN" means (i) for any date prior to the Repricing Date,
(x) if such day is prior to FQE 12/02, 2.25% and (y) if such day is on or after
12/02 FQE, 2.50% and (ii) for any date on or after the Repricing Date, 4.00%.
"REPRICING DATE" means the earlier of (i) FQE 06/03 and (ii) the last day
of the third consecutive fiscal quarter ending after the Amendment No. 1
Effective Date in respect of which the Funded Debt Ratio is 5.00 to 1.00 or
less; provided that the changes made in the Amendment No. 3 to the definition of
EBITDA shall not be reflected in such calculation.
SCHEDULE C
PROJECT DOCUMENTS
1. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL
CITY DEVELOPMENT PARTNERS, LP (as amended from time to time, the "Borrower
Partnership Agreement") dated as of July 27, 2000, by and between Universal
City Florida Holding Co. II, a Florida general partnership, as general
partner, and Universal City Florida Holding Co. I, a Florida general
partnership, as limited partner.
2. SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL
CITY FLORIDA HOLDING CO. II (as amended from time to time, the "Holdings II
Partnership Agreement") dated as of July 27, 2000 among Blackstone UTP
Capital Partners L.P. ("Blackstone UTP"), a Delaware limited partnership,
Blackstone UTP Capital Partners A L.P. ("Blackstone UTP A"), a Delaware
limited partnership, Blackstone UTP Offshore Capital Partners L.P.
("Blackstone Offshore"), a Cayman Islands exempted limited partnership and
Blackstone Family Media Partnership III L.P., a Delaware limited
partnership ("Blackstone FMP and, together with Blackstone UTP, Blackstone
UTP A and Blackstone Offshore, the "Blackstone Partners") and Universal
City Property Management Company II, a Delaware corporation.
3. SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL
CITY FLORIDA HOLDING CO. I (as amended from time to time, the "Holdings I
Partnership Agreement") dated as of July 27, 2000, between the Blackstone
Partners and Universal City Property Management Company, a Delaware
corporation.
4. AMENDED AND RESTATED PARTNERS' AGREEMENT (as amended from time to time,
"Partners Agreement") dated as of July 27, 2000, by and between (a) the
Blackstone Partners and (b) the Universal Studios Inc., and Universal City
Property Management Company and Universal City Management Company II.
5. AGREEMENT (the "***Agreement") dated as of January 20, 1987 between
***and Universal City Florida Partners.(1)
--------
(1) Delivered to Agents' special counsel.
SCHEDULE D
LICENSE AGREEMENTS
1. Studio License Agreement dated as of October 31, 1995 by and among MCA
INC., Universal City Studios, Inc. ("UCS"), Universal City Property
Management Company and Universal City Florida Partners.
2. Assignment and Assumption of Obligations dated August 3, 1988 from
Universal City Property Management Company to Studio.
3. Limited Assignment and Assumption of Obligations dated May 30, 1989 from
MCA INC. and UCS to Studio.
4. Second Limited Assignment and Assumption of Obligations dated October 6,
1989 from MCA INC. and UCS to Studio.
5. Third Limited Assignment and Assumption of Obligations dated May 1, 1990
from UCS to Studio.
6. Islands License Agreement dated as of October 31, 1995 by and among MCA
INC., Universal City Studios, Inc., Universal City Property Management
Company II and Universal City Development Partners.
7. License Agreement dated as of March 28, 2002 by and among Universal
Studios, Inc., Universal City Studios, Inc., Universal City Property
Management Company II and Universal City Development Partners, LP.
SCHEDULE I
PARCEL A
Lot 5 of UNIVERSAL CITY WEST, according to the Plat thereof, as recorded in Plat
Book 38, Pages 13 and 14, Public Records of Orange County, Florida
LESS AND EXCEPT:
That certain portions of Lot 5 of UNIVERSAL CITY WEST, according to the Plat
thereof, as recorded in Plat Book 38, Pages 13 and 14, Public Records of Orange
County, Florida as graphically depicted on EXHIBIT "A-1" attached hereto and
incorporated herein by this reference.
TOGETHER WITH:
PARCEL B
Lot 12A of UNIVERSAL CITY FLORIDA, according to the Plat thereof, as recorded in
Plat Book 35, Pages 84 and 87, Public Records of Orange County, Florida
EXHIBIT A
SUPPLEMENTAL COLLATERAL DOCUMENTS
1. Amendment dated as of March 28, 2002 to Security Agreement dated as of July
25, 2000 in substantially the form of Exhibit C hereto.
2. Deposit Account Control Agreements (as defined in the Security Agreement).
3. Copyright Security Agreements (as defined in the Security Agreement).
EXHIBIT B
OPINION COVERAGE OF
COUNSEL FOR THE BORROWER
(a). The Borrower (a) is a limited partnership duly formed and validly
existing in good standing as a limited partnership under the Delaware Revised
Uniform Limited Partnership Act (the "Delaware Act"), (b) has requisite
partnership power and authority to conduct its business as described in its
partnership agreement and (c) to the knowledge of counsel, has all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, other than licenses, authorizations, consents and
approvals, the failure to obtain which could not reasonably be expected to have
a Material Adverse Effect.
(b). The execution and delivery and performance by the Borrower of
Amendment No. 3, the Amendment to the Security Agreement, the Deposit Account
Control Agreements and the Copyright Security Agreements (collectively, the
"Amendment Documents") (a) are within the Borrower's powers under the Delaware
Act and its partnership agreement, (b) have been duly authorized by requisite
partnership action on the part of the Borrower under the Delaware Act and its
partnership agreement, (c) require no consent, approval, authorization, order,
filing, registration or qualification of or with any Federal or New York
governmental agency or body or any Delaware governmental or administrative body
and (d) do not contravene, or constitute a default under, any provision of
applicable law or regulation or of any Project Document or, to the knowledge of
counsel, of any agreement, judgment, injunction, order, decree or other material
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower, other than any such contravention or
default which could not reasonably be expected to have a Material Adverse
Effect.
(c). Each of the Amendment Documents constitutes a valid and binding
agreement of the Borrower and each Note constitutes a valid and binding
obligation of the Borrower, in each case enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.
(d). The Security Agreement, as amended by the Amendment dated as of the
even date hereof, and the Copyright Security Agreements create in favor of the
Collateral Agent for the benefit of the Banks a security interest in the
collateral described therein.
(e). Upon the filing of the Copyright Security Agreements in the United
States Copyright Office, the Collateral Agent will have a perfected security
interest for the benefit of the Banks in the Recordable Intellectual Property to
the fullest extent permitted by applicable law.
EXHIBIT C
[AMENDMENT TO SECURITY AGREEMENT]
