AMENDMENT NO. 4
AMENDMENT dated as of March 28, 2003 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (as heretofore amended, the "CREDIT
AGREEMENT") among UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. (the "BORROWER"),
the BANKS party thereto (the "BANKS") and JPMORGAN CHASE BANK, 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 . Changes and Additions to Definitions. (a) The following new
definitions are added to Section 1.01 of the Credit Agreement in appropriate
alphabetical position:
"ADDITIONAL CREDIT AGREEMENT" has the meaning set forth in the Security
Agreement.
"AMENDMENT NO. 4" means Amendment No. 4 dated as of March 28, 2003 to this
Agreement.
"AMENDMENT NO. 4 EFFECTIVE DATE" means the date on which Amendment No. 4
becomes effective in accordance with its terms.
"FINANCE SUBSIDIARY" means a Subsidiary of the Borrower formed for the sole
purpose of acting as co-issuer in a Qualifying Debt Incurrence.
"QUALIFYING DEBT INCURRENCE" means the issuance of unsecured debt
securities of the Borrower and the Finance Subsidiary having a maturity of five
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years or more substantially simultaneously with the Amendment No. 4 Effective
Date.
"SECURITY AGREEMENT" means the Security Agreement dated as of June 27, 2000
between the Borrower and the Collateral Agent.
(b) The following definitions are deleted from Section 1.01 of the Credit
Agreement: "Enhanced Covenant Compliance", "Permitted Refinancing", "Permitted
Termination" and "Restricted Credit Facility".
(c) The amount "$3,000,000" in the definition of Allowed Multiple is
changed to "$2,000,000."
(d) The definition of "EBITDA" in Section 1.01 of the Credit Agreement is
amended by the addition of the following sentence:
For avoidance of doubt, cash payments of all Universal Fees shall be
deducted as a cash expense in the fiscal quarter ended immediately prior to
the date of payment.
(e) The definition of "Excess Cash Flow" in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:
"EXCESS CASH FLOW" means, for any period, (i) net income for such
period (exclusive of (x) extraordinary items of gain or loss and (y) gain
or loss on sales of assets outside the ordinary course of business), plus
(ii) depreciation, amortization and other similar non-cash items deducted
in determining such net income, less (iii) any non-cash items of income
included in such net income, less (iv) Capital Expenditures (other than
Capital Expenditures for Construction Costs exceeding $10,000,000) for such
period, less (v) Scheduled Amortization for such period (excluding
Scheduled Amortization of the Term Loans prior to March 31, 2004), less
(vi) Universal Fees accrued as an expense prior to such period and paid
during such period, less (vii) any Hypothetical Income Tax paid or to be
paid pursuant to Section 5.18(a)(i) with respect to such period, less
(viii) any Restricted Payment made or to be made pursuant to Section
5.18(a)(ii) with respect to such period, less (ix) any increase in Net
Working Capital during such period, less (x) optional prepayments of the
Term Loans made during such period (excluding any such prepayments required
to be made under 5.14(g), 5.20 or 6.04), plus (xi) any decrease in Net
Working Capital during such period, plus (xii) Universal Fees accrued as an
expense but not paid during such period.
(f) The definition of "Interest" in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:
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"INTEREST" means, for any period, interest expense for such period
(excluding amortization of debt discount, debt issuance expense, hedging
costs and interest on Subordinated Debt, in each case to the extent such
amounts would otherwise be included in interest expense for such period),
plus to the extent not otherwise reflected therein, capitalized interest
incurred during such period (excluding for this purpose capitalized
interest incurred by Islands prior to the Completion Date) and minus to the
extent not otherwise deducted therefrom, interest income for such period.
(g) Each reference to "Universal City Development Partners, LP" in the
Credit Agreement is replaced with "Universal City Development Partners, Ltd.
(successor by merger to Universal City Development Partners, LP").
(h) Section 1.02(a) of the Credit Agreement is amended to read in its
entirety as follows:
(a) Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall
be prepared in accordance with GAAP, applied on a basis consistent (except
for changes concurred in by the Borrower's independent public accountants)
with the most recent audited financial statements of the Borrower delivered
to the Banks; provided that, if the Borrower notifies the Administrative
Agent that the Borrower wishes to amend any provision hereof to eliminate
the effect of any change in GAAP (or if the Administrative Agent notifies
the Borrower that the Required Banks wish to amend any provision hereof for
such purpose), then such provision shall be applied on the basis of GAAP in
effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such provision is amended in a
manner satisfactory to the Borrower and the Required Lenders.
(i) Section 1.02(b) of the Credit Agreement is amended by adding the phrase
", Amendment No. 4, Additional Credit Agreement and Qualifying Debt Incurrence"
immediately after the phrase "Amendment No. 1" therein.
Section 3. Amendments. (a) The figure "0.35%" in Section 2.04(b) of the
Credit Agreement is changed to "0.50%".
(b) Section 2.08(c)(iii) of the Credit Agreement is amended to read in its
entirety as follows:
(iii) Beginning with the fiscal year ending FQE 12/03, the Borrower
shall prepay the Term Loans in an aggregate principal amount equal to 50%
of the Excess Cash Flow for such fiscal year as follows: (A)
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one-half of such amount shall be paid no later than 120 days following the
last day of such fiscal year and (B) one-half of such amount shall be paid
no later than the end of the third fiscal quarter of the next succeeding
fiscal year. The Borrower shall give the Administrative Agent not less than
three Euro-Dollar Business Days' notice of each prepayment required
pursuant to this paragraph.
(c) Section 2.08(d) of the Credit Agreement is amended to read in its
entirety as follows:
(d) Application of Prepayments. Any optional or mandatory prepayment of
Term Loans on or after the Amendment No. 4 Effective Date shall be applied
to reduce the amount of subsequent Term Loan Installment Amounts in forward
order of maturity.
(d) Section 3.01 of the Credit Agreement is amended by (i) the addition of
the word "and" at the end of subsection (d), (ii) the deletion of the word "and"
at the end of subsection (e), (iii) the substitution of a period for the
semicolon at the end of subsection (e), (iv) the deletion of subsection (f) and
(v) replacing the phrase "(b), (c), (d) and (f)" in the last sentence thereof
with the phrase "(b), (c) and (d)".
(e) Section 4.01(a) of the Credit Agreement is amended by replacing a
reference therein to the term "Delaware" to the term "Florida".
(f) Section 4.02(a) of the Credit Agreement is amended to read in its
entirety as follows:
(a) No Conflict. The execution, delivery and performance by the
Borrower of the Loan Documents to which it is a party and the issuance,
delivery and payment of the Notes do not and could not reasonably be
expected to (i) violate any provision of law applicable to the Borrower, or
any order, judgment or decree of any court or other agency of government
binding on the Borrower, other than any such violation that does not have
and could not reasonably be expected to have a Material Adverse Effect,
(ii) violate any provision of any Project Document, other than any such
violation that does not have and could not reasonably be expected to have a
Material Adverse Effect, (iii) conflict with, result in a breach of, or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of the Borrower, other than any such conflict,
breach or default that does not have and could not reasonably be expected
to have a Material Adverse Effect, (iv) result in or require the creation
or imposition of any Lien upon any of the properties or assets of the
Borrower, other than those created by the Collateral Documents or permitted
by this Agreement, or (v) require any approval of stockholders
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or partners or any approval or consent of any Person under any Contractual
Obligation of the Borrower, other than approvals or consents which have
been obtained or approvals or consents, the failure to obtain which does
not have and could not reasonably be expected to have a Material Adverse
Effect.
(g) Section 5.01(b) of the Credit Agreement is amended by (i) the deletion
of the phrase "as to FQE 12/02 and FQE 12/03" in the proviso and (ii) the
addition of the following proviso at the end thereof:
; provided further that such reports of independent public accountants as
to FQE 12/02 will be substantially the same as those delivered in
connection with Qualified Debt Incurrence (it being understood with respect
to the fiscal year ending as of FQE 12/02, comparative figures for the
prior year will not be included in the report of the current certified
public accountants).
(h) Section 5.01(d) of the Credit Agreement is amended by (i) deleting the
word "and" immediately preceding "(ii)" and (ii) adding the following additional
clause thereto:
and (iii) together with each delivery of financial statements pursuant to
subdivision (a) above for each fiscal year ending on or after FQE12/03, a
calculation of Excess Cash Flow for such fiscal year;".
(i) The heading and text of Section 5.07 of the Credit Agreement are
deleted, and replaced with "[Reserved.]"
(j) Section 5.14 of the Credit Agreement is amended to read in its entirety
as set forth below:
Section 5.14. Indebtedness. The Borrower will not, directly or
indirectly, create, incur, assume, guaranty, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness, except:
(a) Indebtedness of the Borrower under the Loan Documents;
(b) Indebtedness that is subordinated to the Obligations of the
Borrower pursuant to the Subordination Agreement; provided that any such
Indebtedness shall be owed exclusively to the partners in the Borrower;
(c) Indebtedness not otherwise permitted by this Section, provided that
the sum (without duplication) outstanding at any time of (i) the aggregate
principal amount of such Indebtedness, (ii) the aggregate
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amount of Contingent Obligations permitted by Section 5.17(c), (iii) the
aggregate amount secured by Liens permitted by Section 5.15(i) and (iv) the
aggregate unrecovered amount of Investments under Section 5.16(f), shall
not exceed $84,000,000;
(d) Indebtedness secured by Liens permitted by Section 5.15(i);
(e) Tax Indebtedness not otherwise permitted, provided that such
Indebtedness has a weighted average life to maturity greater than the then
remaining weighted average life to maturity of the Term Loans;
(f) Indebtedness under the Additional Credit Facility in an aggregate
principal amount not to exceed $50,000,000; and
(g) Indebtedness arising from a Qualifying Debt Incurrence;
provided, in the case of the incurrence of any Indebtedness under
subsection (e) or (g) above, that simultaneously with the incurrence of
such Indebtedness an amount not less than the amount of the proceeds
thereof, net of costs in connection with the issuance thereof, this
Amendment No. 4 and the Additional Credit Agreement and, in the case of
subsection (g) above, net of (x) up to $50,000,000 required to prepay the
Fleet Agreement and the First Union Agreement and (y) at the election of
the Borrower, cash retained by it to the extent necessary to increase its
aggregate cash and cash equivalents, as of the Amendment No. 4 Effective
Date and after giving effect to the transactions on such date, by an amount
not exceeding $50,000,000 (plus the aggregate amount of Scheduled
Amortization of the Term Loans actually paid subsequent to December 31,
2002 and prior to the Amendment No. 4 Effective Date), is applied as an
optional prepayment of the Term Loans.
(k) Section 5.18 is amended to read in its entirety as follows:
Section 5.18. Restricted Payments; Universal Fees.
(a) The Borrower will not, directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Payment, except that, so long
as both before and after giving effect to any such Restricted Payment, no
Event of Default (and to the actual knowledge of all Authorized Officers,
no Default) shall have occurred and be continuing, the Borrower may (i)
promptly after the close of each fiscal year, make a distribution to all of
its partners (x) in an aggregate amount equal to its Hypothetical Income
Tax in respect of such fiscal year and (y) if the Funded Debt Ratio at the
end of such fiscal year (calculated after giving effect to any cash
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payment of Universal Fees in respect of such fiscal year) is 3.50 to 1.00
or less, an additional amount up to 50% of Excess Cash Flow for such fiscal
year and (ii) make additional Restricted Payments in an aggregate amount up
to $45,000,000.
(b) The Borrower will not, directly or indirectly, pay or set apart
any sum for Universal Fees, other than Universal Fees in respect of the
Studio Theme Park accrued before July 1, 2000, it being understood that
Universal Fees will continue to accrue in accordance with the applicable
provisions of the Project Documents provided that if at the time of payment
no Event of Default (and to the actual knowledge of all Authorized
Officers, no Default) shall have occurred and be continuing, the Borrower
may make payment in cash of Universal Fees (including for the purposes of
this Section 5.18(b), all interest accrued in connection therewith) in
respect of the Studio Theme Park as follows: (i) if at the end of any
fiscal quarter, the Funded Debt Ratio (calculated after giving effect to
such payment of Universal Fees) is 5.00 to 1.00 or less but more than 4.00
to 1.00, the Borrower may pay in cash such Universal Fees accrued during
such fiscal quarter (but not any prior period) and (ii) if at the end of
any fiscal quarter the Funded Debt Ratio (calculated after giving effect to
such payment of Universal Fees) is 4.00 to 1.00 or less, the Borrower may
pay in cash Universal Fees currently or previously accrued.
(c) The Borrower will not change or suffer to be changed the formula
for calculation of Universal Fees from that in effect on December 31, 2002
without the prior written consent of the Required Banks.
(l) The table in Section 5.19(a) of the Credit Agreement is amended to read
in its entirety as follows:
FQE 12/02 7.50 to 1.00
FQE 3/03 through FQE 12/03 7.00 to 1.00
FQE 3/04 through FQE 9/04 6.50 to 1.00
FQE 12/04 through FQE 3/05 6.00 to 1.00
FQE 6/05 5.75 to 1.00
FQE 9/05 5.25 to 1.00
FQE 12/05 5.00 to 1.00
FQE 3/06 4.75 to 1.00
FQE 6/06 4.50 to 1.00
FQE 9/06 4.00 to 1.00
FQE 12/06 3.50 to 1.00
FQE 3/07 and thereafter 3.00 to 1.00
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(m) The table in Section 5.19(b) of the Credit Agreement is amended to read
in its entirety as follows:
FQE 12/02 1.75 to 1.00
FQE 3/03 through FQE 12/03 1.50 to 1.00
FQE 3/04 through FQE 12/04 1.55 to 1.00
FQE 3/05 through FQE 12/05 1.60 to 1.00
FQE 3/06 through FQE 6/06 1.65 to 1.00
FQE 9/06 through FQE 12/06 1.75 to 1.00
FQE 3/07 and thereafter 2.00 to 1.00
(n) The heading and text of Section 5.19(c) of the Credit Agreement are
deleted and replaced with "[Reserved.]"
(o) Section 5.19(d) is amended to read in its entirety as follows:
(d) Significant Event. In the event that, for any fiscal quarter ending
not later than FQE 12/06 (the "affected quarter"), there is (i) a 12%
decrease in attendance at the Theme Parks from the attendance in the
corresponding fiscal quarter of the prior fiscal year (the "prior-year
quarter") and (ii) a major terrorist activity or an armed conflict
involving US military has occurred or is occurring during such fiscal
quarter or the immediately preceding fiscal quarter, the Borrower will have
the option, exercisable by written notice to the Banks through the
Administrative Agent not later than seven days following the end of the
affected quarter (the "notice date"), to substitute in lieu of the
Applicable EBITDA for the affected quarter (and, if the Borrower so elects
and subject to satisfying the liquidity test described below, the
immediately following fiscal quarter) the Applicable EBITDA for the
prior-year quarter (and the immediately following quarter in the prior
year) for purposes of calculation of the Funded Debt Ratio and the Interest
Coverage Ratio as at any date for which such calculation would otherwise
include the affected quarter (or the immediately following quarter). In the
event the Borrower exercises this right, it shall make appropriate
representatives available to meet or conduct a conference call with the
Banks in New York City or Orlando (or another location mutually determined
by the Borrower and the Administrative Agent) not later than seven days
following the notice date to discuss with Banks the factors giving rise to
such decrease in attendance and their continuing effects, if any. The right
of the Borrower under this subsection (d) is subject to the further
limitations that (i) such right may be exercised on only one occasion and
(ii) in order to exercise this right with respect to the fiscal quarter
immediately following the affected quarter, the Borrower shall have
delivered to the Banks through the Administrative Agent a certificate of an
Authorized Officer to the effect that, at the end of
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the affected quarter it has liquidity in the form of unrestricted cash
balances (including balances in deposit accounts subject to a Deposit
Account Control Agreement (as defined in the Security Agreement)), undrawn
Working Capital Commitments and undrawn availability under the Additional
Credit Agreement in an aggregate amount of not less than $40,000,000
through working capital management practices consistent with its past
practices and (iii) such substitution shall not be effective for purposes
of determining whether Restricted Payments or Universal Fees may be paid in
accordance with Section 5.18.
(p) Section 5.23 of the Credit Agreement is amended to read in its entirety
as follows:
Section 5.23. Capital Expenditures. The Capital Expenditures of the
Borrower for any period of eight consecutive fiscal quarters shall not be
more than $200,000,000.
(q) Section 5.24 of the Credit Agreement is amended by replacing the second
sentence thereof with the following:
The proceeds of the Working Capital Loans will be used by the Borrower for
general corporate purposes and working capital purposes (including
repayment of Indebtedness and payment of Restricted Payments otherwise
permitted hereunder).
(r) Section 5.26 of the Credit Agreement is amended (i) by deleting the
word "and" immediately prior to "(iv)" and (ii) adding the phrase "and (v)
documents with respect to the Qualifying Debt Incurrence" at the end thereof.
(s) Section 6.01(q) of the Credit Agreement is amended to read in its
entirety as follows:
(q) Finance Subsidiary
Finance Subsidiary shall own any assets, incur any Indebtedness or
engage in any trade or business other than as required for its organization
and continuing existence as a co-issuer of Qualifying Debt Incurrence.
(t) Section 6.04 of the Credit Agreement is amended (i) by changing each
reference to "FQE 12/03" to "FQE 12/06" and (ii) by changing the reference to
"FQE 3/04" to "FQE 3/07".
(u) Section 9.06 of the Credit Agreement is amended to read in its entirety
as follows:
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Section 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that (i) the
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks and (ii) no Bank
may assign or otherwise transfer any of its rights under this Agreement
except in accordance with the further provisions of this Section 9.06.
(b) Subject to the further provisions of this Section 9.06, any Bank
may at any time grant to one or more banks or other financial institutions
(each a "PARTICIPANT") participating interests in its Commitments and its
Loans. In the event of any such grant by a Bank of a participating interest
to a Participant, such Bank shall remain responsible for the performance of
its obligations hereunder, and the Borrower and the Agents shall continue
to deal solely and directly with such Bank in connection with such Banks'
rights and obligations under this Agreement. Any agreement pursuant to
which any Bank may grant such a participating interest shall provide that
such Bank shall retain the sole right and responsibility to enforce the
obligations of the Borrower hereunder or to exercise any rights as a Bank
hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Loan Documents;
provided that such participation agreement may provide that such Bank will
not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii), (iii) or (iv) of Section 9.05 without the
consent of the Participant. Subject to subsection (f) below, the Borrower
agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to receive payments under Article 8
with respect to its participating interest.
(c) Subject to the further provisions of this Section 9.06, any Bank
may at any time assign to one or more banks or other financial institutions
(each an "ASSIGNEE") (i) all, or a proportionate part of all, of its rights
and obligations under the Loan Documents in respect of its outstanding Term
Loans or (ii) all, or a proportionate part of all, of its rights and
obligations under the Loan Documents in respect of its Working Capital
Commitment and Working Capital Outstandings, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit E hereto executed by such
Assignee and such transferor Bank, with (and subject to) the subscribed
consent of the Administrative Agent and (so long as no Event of Default
exists at the time) the Borrower, which consents shall not be unreasonably
withheld; provided that if an Assignee is an Affiliate of such transfer
Bank or immediately prior to such assignment had Term Loan Exposure or
Working Capital Exposure,
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whichever is the subject of such assignment, no such consents shall be
required. Upon execution and delivery of such instrument and payment by
such Assignee to such transferor Bank of an amount equal to the purchase
price agreed between such transferor Bank and such Assignee, such Assignee
shall be a Bank party to this Agreement and shall have all the rights and
obligations of a Bank with a Term Loan Exposure or a Working Capital
Exposure, as the case may be, as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by
any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative
Agent and the Borrower shall make appropriate arrangements so that, if
required, a new Note is issued to the Assignee. In connection with any such
assignment, the transferor Bank shall pay to the Administrative Agent an
administrative fee for processing such assignment in the amount of $2,500.
If the Assignee is not incorporated under the laws of the United States of
America or a state thereof, it shall deliver to the Borrower and the
Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with
Section 8.04(d).
(d) Any Bank may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations
of such Bank, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Bank from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Bank as a party hereto.
(e) Without the prior consent of the Borrower and the Administrative
Agent, no assignment under subsection (c) above shall be permitted unless
after giving effect to any such assignment each of the transfer Bank and
the Assignee has Term Loan Exposure or Working Capital Exposure, as the
case may be, of $5,000,000 or more or (solely in the case of the transfer
Bank) zero.
(f) No Assignee, Participant or other transferee of any Banks' rights
(including any successor Applicable Lending Office) shall be entitled to
receive any greater payment under Section 8.03 or 8.04 than such Bank would
have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Borrower's prior written consent or
by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such
Bank to designate a different Applicable Lending Office
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under certain circumstances or at a time when the circumstances giving rise
to such greater payment did not exist.
(v) Schedule C to this Amendment is hereby substituted for Schedule C to
the Credit Agreement.
(w) Schedule F to this Amendment is hereby substituted for Schedule F to
the Credit Agreement.
(x) Schedule G to this Amendment is hereby substituted for Schedule G to
the Credit Agreement.
Section 4 . Consents. (a) As contemplated in Section 5.16 of the Credit
Agreement, the undersigned Banks hereby consent to the formation of Finance
Subsidiary and waive any changes in the Loan Documents that would otherwise be
required to reflect its existence.
(b) The undersigned Banks hereby consent to the amendments to the
Collateral Documents contemplated by Section 8(e) of this Amendment.
Section 5. Representations of the Borrower.
(a) Section 4.03(b) of the Credit Agreement is hereby amended to delete the
reference to "December 31, 2001" appearing therein and substituting in lieu
thereof a reference to "December 28, 2002".
(b) The Borrower represents and warrants that as of the Amendment No. 4
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 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. 4 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
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party or facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof;
(b) the facts that:
(i) the Borrower shall have consummated a Qualifying Debt Incurrence on
or prior to the Amendment No. 4 Effective Date;
(ii) the facility established by the Additional Credit Agreement shall
be in effect with no amounts outstanding thereunder on the Amendment No. 4
Effective Date;
(iii) the aggregate Working Capital Outstandings on the Amendment No. 4
Effective Date shall not exceed $18,000,000; and
(iv) the Fleet Agreement and the First Union Agreement shall have been
terminated and prepaid in full substantially simultaneously with the
consummation of the Qualifying Debt Incurrence.
(c) receipt by the Administrative Agent for application to prepayment of
principal of the Term Loans of an amount not less than $330,000,000 (minus the
aggregate amount of Scheduled Amortization of the Term Loans actually paid
subsequent to December 31, 2002 and prior to the Amendment No. 4 Effective
Date);
(d) 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 25, 2003 in an amount equal to 0.25% of such Bank's Total
Exposure at the Amendment No. 4 Effective Date (after giving effect to any
prepayment of the Term Loans on the Amendment No. 4 Effective Date) and (ii) all
fees and expenses invoiced not less than two Domestic Business Days prior to the
Amendment No. 4 Effective Date payable by the Borrower in connection with this
Amendment pursuant to Section 9.03 of the Credit Agreement or otherwise;
(e) receipt by the Collateral Agent of duly executed counterparts of
amendments to the Collateral Documents, in form and substance satisfactory to
the Collateral Agent, providing for obligations under the Additional Credit
Agreement to be secured equally and ratably with the obligations under the
Credit Agreement;
(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 A attached hereto with reference to the Loan
Documents after giving effect to this Amendment; and
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(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. 4 Effective Date shall have occurred on or
before September 29, 2003.
Section 9 . Effect of Amendment. Except as expressly amended by this
Amendment, the provisions of the Credit Agreement remain in full force and
effect.
14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written.
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a
Florida limited partnership
By: UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida
general partnership, its sole general partner
By: UNIVERSAL CITY PROPERTY MANAGEMENT II LLC
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Title: Vice President
By: BLACKSTONE UTP CAPITAL PARTNERS A L.P.
By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Title: Member
By: BLACKSTONE UTP CAPITAL PARTNERS L.P.
By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Member
By: BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P.
By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Title: Member
By: BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P.
By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Title: Member
JPMORGAN CHASE BANK
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxxxxxx
--------------------------------------------
Title: Managing Director
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------
Title: Director
BANK OF MONTREAL
By: /s/ Xxxx X. Xxxx
--------------------------------------------
Title: Vice President
HSBC BANK PLC
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Title: Manager, Structured Finance
ROYAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Title: Senior Manager
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxx Xxxxx
--------------------------------------------
Title: Director
By: /s/ Xxxxxxxxx Xxxxxxx
--------------------------------------------
Title: Associate
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxx
--------------------------------------------
Title: Duly Authorized Signatory
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xx. Xxxxxxxx Xxxxxx
--------------------------------------------
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Title: Vice President
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:
--------------------------------------------
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
By:
--------------------------------------------
Title:
By:
--------------------------------------------
Title:
CITIBANK, N.A.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
--------------------------------------------
Title: Director Global Media & Communication
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:
----------------------------------------------
Title:
By:
----------------------------------------------
Title:
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------------
Title: General Manager
ABN AMRO BANK, N.V. NEW YORK BRANCH
By:
--------------------------------------------
Title:
By:
--------------------------------------------
Title:
BNP PARIBAS
By: /s/ Xxx Xxxxxxxxx
--------------------------------------------
Title: Director
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Title: Director
CIBC INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Title: Executive Director CIBC World Markets
Corp. As Agent
KBC BANK N.V.
By: /s/ Xxxx-Xxxxxx Diels
--------------------------------------------
Title: First Vice President
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------------
Title: Vice President
LANDESBANK BADEN-WURTTEMBERG
By: /s/ Xxxxx Xxxxxx
--------------------------------------------
Title: Vice President
By: /s/ Xxxxxx Xxxx
--------------------------------------------
Title: Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
--------------------------------------------
Title:
BANKERS TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxxx
--------------------------------------------
Title: Managing Director
GOLDENTREE HIGH YIELD MASTER FUND, LTD.
BY: GOLDENTREE ASSET MANAGEMENT, L.P.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Title: Partner
GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
BY: GOLDENTREE ASSET MANAGEMENT, L.P.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Title: Partner
JPMORGAN CHASE BANK as Administrative Agent and as
Collateral Agent
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Title: Vice President
EXHIBIT A
OPINION COVERAGE OF
COUNSEL FOR THE BORROWER
The execution, delivery and performance by the Borrower of Amendment No. 4
have no adverse effect on the validity, perfection or (except for the ratable
security for the Additional Credit Agreement) priority of the Liens created by
the Collateral Documents.
SCHEDULE C
PROJECT DOCUMENTS
1. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL CITY
DEVELOPMENT PARTNERS, LTD. (as amended from time to time, the "Borrower
Partnership Agreement") dated as of June 5, 2002, by and between Universal
City Florida Holding Co. II, a Florida general partnership, as the sole
general partner, and Universal City Florida Holding Co. I, a Florida
general partnership, as the sole 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 and amended as
of August, 1990 between *** and Universal City Florida Partners.(1)
-------------------
(1) Delivered to Agents' special counsel.
SCHEDULE F
INSURANCE
TYPE OF COVERAGE CARRIER POLICY LIMITS
AUTOMOBILE LIABILITY
Automobile - All Other States AIG $2 Million
LIABILITY INSURANCE:
General Liability AIG $2 Million
Excess Liability AIG Europe $50 Million
Excess Liability XL Insurance (Bermuda) Ltd. $100 Million
Excess Liability Starr Excess Liability Ins. Int'l. Co. Ltd. $150 Million
Excess Liability ACE Bermuda Insurance Ltd. $100 Million
PROPERTY INSURANCE:
Property & Business Interruption Gulfstream Insurance (Ireland) Limited Replacement
TRAVEL ACCIDENT INSURANCE American International Life of New York Various
TERRORISM INSURANCE
(Theme Parks & Studios) Lexington Insurance $25,000,000
(Hotels) Lexington Insurance $25,000,000
WORKERS' COMP/EMPLOYERS LIAB:
All Other States (incl. Florida) AIG Statutory/$2 Million
SCHEDULE G
AFFILIATE TRANSACTIONS
1. License Agreements.
2. Sales, leases or other transfers of land and other agreements in
connection with the development, construction and operation of hotels,
restaurants and other resort facilities.
3. Reimbursement obligations to the partners and their Affiliates under
the Borrower Partnership Agreement.
4. The Borrower's purchase of advisory services from Blackstone Management
Partners L.P. and Vivendi Universal Entertainment.
5. License of intellectual property rights under the Borrower Partnership
Agreement.
6. The Borrower's participation in, and reimbursement obligations with
respect to, insurance coverage provided by Vivendi Universal SA, the
ultimate parent company of Vivendi Universal Entertainment.
7. Transactions related to the promotion and sale of joint admission
tickets to the Wet`N'Wild theme park owned by Vivendi Universal
Entertainment.
8. Transactions related to the purchase of food and alcohol supplies on
behalf of the Wet `N'Wild theme park owned by Vivendi Universal
Entertainment.
9. Transactions related to the sharing of research and development costs
associated with the development of rides and attractions for other
Universal theme parks owned by Vivendi Universal Entertainment.
10. Transactions related to the sharing of personnel with other theme parks
owned by Vivendi Universal Entertainment.
