Contract
Exhibit
99.2
FIRST
AMENDMENT TO THE SECOND AMENDED AND
RESTATED
PARTNERS' AGREEMENT
by
and among
BLACKSTONE
UTP CAPITAL PARTNERS L.P.,
BLACKSTONE
UTP CAPITAL PARTNERS A L.P.,
BLACKSTONE
UTP OFFSHORE CAPITAL PARTNERS L.P.,
BLACKSTONE
FAMILY MEDIA PARTNERSHIP III L.P.,
BLACKSTONE
UTP CAPITAL LLC,
BLACKSTONE
UTP CAPITAL A LLC,
BLACKSTONE
UTP OFFSHORE CAPITAL LLC,
BLACKSTONE
FAMILY MEDIA III LLC,
UNIVERSAL
CITY PROPERTY MANAGEMENT II LLC
and
UNIVERSAL
STUDIOS, INC.
Dated
as of October 22, 2009
FIRST
AMENDMENT TO THE SECOND AMENDED AND
RESTATED
PARTNERS' AGREEMENT
This FIRST AMENDMENT TO THE SECOND
AMENDED AND RESTATED PARTNERS' AGREEMENT (the "First Amendment") is
made and entered into as of October 22, 2009, by and among (a) 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"), Blackstone Family Media Partnership III L.P., a Delaware
limited partnership ("Blackstone FMP"),
Blackstone UTP Capital LLC, a Delaware limited liability company ("UTP LLC"), Blackstone
UTP Capital A LLC, a Delaware limited liability company ("UTP A LLC"),
Blackstone UTP Offshore Capital LLC, a Delaware limited liability company
("Offshore
LLC") and Blackstone Family Media III LLC ("Family LLC" and,
together with Offshore LLC, UTP A LLC, UTP LLC, Blackstone FMP, Blackstone
Offshore, Blackstone UTP A and Blackstone UTP, collectively, the "Blackstone Partners"
and individually, each a "Blackstone Partner"),
on the one hand, and (b) Universal Studios, Inc., a Delaware corporation ("Universal Parent")
and Universal City Property Management II LLC, a Delaware limited liability
company ("UniCo
II," and collectively with Universal Parent, the "NBCU Parties" and
individually, each an "NBCU Party"), on the
other hand. The terms "Blackstone Partners"
and "NBCU
Parties" include the successors-in-interest, respectively, of the
Blackstone Partners and the NBCU Parties. Each of the aforementioned
entities is referred to as a "Party," and all of
them are collectively referred to as "Parties."
W I T N E S S E T
H:
WHEREAS, the Parties hereto and/or
their predecessors have entered into the Second Amended and Restated Partners'
Agreement dated as of December 9, 2004 (the "Partners'
Agreement"); and
WHEREAS, the Blackstone Partners and
the NBCU Parties desire to amend the Partners' Agreement upon the terms and
subject to the conditions set forth in this First Amendment;
NOW, THEREFORE, in consideration of the
mutual covenants, representations, warranties and agreements hereinafter set
forth, and intending to be legally bound hereby, the Parties agree as
follows:
1. Certain Defined
Terms. Words and phrases which are introduced by initial
capitals and which are not otherwise defined in this First Amendment shall have
the same meaning as in the Partners' Agreement.
2. Amendments to Section
1.
2.1 Section 1
of the Partners' Agreement shall be amended to include the following defined
terms:
"1.4
"First
Amendment" means the First Amendment to this Agreement, dated as of
October 22, 2009, among the Parties."
"1.5
"Suspension
Period" means the period beginning with the date of execution of the
Credit Agreement to be entered into among UTP LLC, UTP A LLC, Offshore LLC and
Family LLC, the lenders party thereto, Bank of America, N.A., as syndication
agent, and JPMorgan Chase Bank, N.A., as administrative agent in connection with
a term loan facility in an aggregate principal amount of approximately $300
million, and continuing through the one-year anniversary of such date, during
which period the provisions of Sections 2.4(a), (b), (c) and (d) hereof shall
not be applicable to the rights and obligations of the Parties."
3. Amendments to Section
2.
3.1 Section
2.3(a) of the Partners' Agreement shall be amended by adding the following
language at the end of Section 2.3(a):
"Notwithstanding
the foregoing, during the Suspension Period, the provisions of Section 2.4
hereof will not become effective if the Other Group does not elect to purchase
the ownership interest of the Offering Group prior to the expiration of the
Offer Period. For the avoidance of doubt, any offers and Offer
Notices initiated during the Suspension Period by an Offering Group to the Other
Group will not cause the provisions of Section 2.4 to become effective or be
applicable to the Parties, even if the Offer Period applicable to such offer or
Offer Notice extends beyond the end of the Suspension Period."
3.2 Section
2.4(a) of the Partners' Agreement is further amended by deleting the second
sentence of Section 2.4(a) and substituting the following:
"The
'Third Party Sale Period' will, except as provided for in Section 2.3(a) hereof,
begin on the expiration of the Offer Period and will end on the earlier of (i)
the 270th day following the beginning of the Third Party Sale Period or (ii) the
date on which both Groups agree in writing to abandon the Third Party
Sale."
4. Amendment to Exhibit
A.
4.1 Exhibit A to the
Partners' Agreement is hereby deleted and replaced in its entirety by Exhibit A attached
hereto.
5. Effectiveness. This
First Amendment and the aforementioned amendments to Sections 1 and 2 of the
Partners' Agreement shall not become effective until either (i) the requisite
lenders under UCDP’s senior secured credit facilities shall have consented to
permit the actions contemplated above and any related actions; or (ii) UCDP’s
senior secured credit facilities shall be amended on terms that permit the
actions contemplated above and any related actions.
6. Otherwise
Unchanged. Wherever the Partners' Agreement is referred to
therein or in any other agreements, documents or instruments, such reference
shall be to the Partners' Agreement, as amended hereby. Except as
expressly and specifically amended by this First Amendment, the Partners'
Agreement shall remain unchanged.
7. Governing
Law. This First Amendment shall be interpreted and governed by
the laws of the State of Florida, without regard to its conflicts of laws
provisions.
8. Counterparts. This
First Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together will constitute one and the
same instrument.
9. Headings. The
descriptive headings contained in this First Amendment are for the convenience
of reference only, shall not be deemed to be a part of this First Amendment and
shall not affect in any way the meaning, construction or interpretation of this
First Amendment.
[Remainder
of page left blank intentionally]
IN WITNESS WHEREOF, the Parties have
signed this First Amendment on the day and year first above
written.
UNIVERSAL
STUDIOS, INC.
By: /s/
Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title: Executive
Vice President and CFO
UNIVERSAL
CITY PROPERTY
MANAGEMENT
II LLC
By:
/s/ Xxxx Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title: Executive
Vice President
Signature
Page to First Amendment to Second Amended and Restated Partners'
Agreement
BLACKSTONE
UTP CAPITAL PARTNERS L.P.
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
UTP CAPITAL PARTNERS A L.P.
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
UTP OFFSHORE CAPITAL PARTNERS L.P.
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
FAMILY MEDIA PARTNERSHIP III L.P.
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
UTP CAPITAL LLC
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
UTP CAPITAL A LLC
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
UTP OFFSHORE CAPITAL LLC
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By: /s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
BLACKSTONE
FAMILY MEDIA III LLC
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By:
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BLACKSTONE
MEDIA MANAGEMENT ASSOCIATES III
L.L.C.
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By:/s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
President & Treasurer
Signature
Page to First Amendment to Second Amended and Restated Partners'
Agreement
EXHIBIT
A
OTHER
ORLANDO ASSETS
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1.
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The
50.45% interest of Universal Studios Hotel LLC in Universal Rank Hotel
Partners (Universal Rank Hotel Partners is, in turn, a 50% partner in UCF
Hotel Venture, which owns the Loews Portofino Bay Hotel, the Hard Rock
Hotel, the Loews Royal Pacific Resort and the Common Support
Facility).
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2.
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The
100% interest of Universal Studios Water Parks LLC in Universal Studios
Water Parks Florida LLC, which owns the Wet 'n Wild Orlando water
park.
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3.
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The
100% interest of Vivendi Universal Entertainment LLLP in Universal Studios
Store Orlando LLC, which owns the Universal Studios Store at Universal
CityWalk Orlando.
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Signature
Page to First Amendment to Second Amended and Restated Partners'
Agreement
