LICENSE AGREEMENT
AGREEMENT dated as of March 28, 2002 by and among Universal Studios,
Inc. ("USI," formally known as MCA Inc.), Universal City Studios, Inc. ("UCSI"),
Universal City Property Management Company II ("UNICO") and Universal City
Development Partners, LP ("UCDP, LP").
WITNESSETH:
WHEREAS, pursuant to the Second Amended and Restated Agreement of
Limited Partnership of UCDP, LP dated as of July 27, 2000 by and between
Universal City Florida Holding Co. II, as general partner, and Universal City
Florida Holding Co. I, as limited partner (the "PARTNERSHIP AGREEMENT"), UniCo
for certain limited purposes licensed and agreed to cause its affiliates to
license to UCDP, LP certain intellectual property rights and USI agreed to
guarantee such obligations and performances of such affiliates;
WHEREAS, on Xxxxx 00, 0000, XXXX, XX intends to enter into an amendment
to the Amended and Restated Credit Agreement dated as of November 5, 1999 (as
amended from time to time, the "AMENDED AGREEMENT") with the Banks party thereto
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;
WHEREAS, the Amended Agreement will contain certain representations by
UCDP, LP with respect to its owning, possessing, or holding under valid licenses
all material Intellectual Property Rights that are necessary for the operation
of the Theme Parks (as each of those terms are defined in the Amended
Agreement);
WHEREAS, UCSI is the owner of certain trademarks, service marks and
trade names using "Universal" and "Universal Studios" (the "MARKS"), and UCDP,
LP acknowledges UCSI's ownership of the Marks and desires a license to use the
same; and
WHEREAS, pursuant to an Islands License Agreement dated October 31,
1995 and a Studio License Agreement dated October 31, 1995 (collectively, the
"LICENSE AGREEMENTS"), USI's predecessor and UCSI for certain limited purposes
licensed and caused to be licensed certain intellectual property rights,
respectively, to Universal City Development Partners and Universal City Florida
Partners, both of which subsequently converted to Delaware limited partnerships,
UCDP, LP and
UCFP, LP, respectively. UCFP, LP and UCF Ltd., LP, a Delaware limited
partnership, then merged into UCDP, LP;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. License. Each of UniCo, USI and UCSI hereby confirms that pursuant
to the Partnership Agreement, it has licensed and caused its affiliates to
license to UCDP, LP certain rights with respect to the name "Universal" as
described in Section 2 of the Partnership Agreement and those "proprietary and
creative elements" as described in Section 8 of the Partnership Agreement
including, without limitation, those such rights arising under the contracts set
forth on Schedule A hereto, which license shall in each case and instance be
upon the applicable terms set forth in and subject to the terms and provisions
of the Partnership Agreement which is deemed incorporated herein by reference.
2. Effect of License Agreements. This agreement shall supersede the
License Agreements.
3. Governing Law. This Agreement shall be interpreted and governed by
the laws of the State of New York.
4. Assignment. The rights granted to UCDP, LP hereunder may be assigned
to any successor entity of UCDP, LP or any successor owner of Universal Orlando.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date above written.
UNIVERSAL STUDIOS, INC., a Delaware
corporation
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
UNIVERSAL CITY STUDIOS, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
UNIVERSAL CITY PROPERTY MANAGEMENT
COMPANY II,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: President
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/ Xxxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: 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
-------------------------------
Name: 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
------------------------------
Name: 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
------------------------------
Name: 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
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Member
