AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2009 Among UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A., as...Credit Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
Florida Documentary Stamp Tax in the amount of $4,900,000 and Florida Intangibles taxes in the amount of $2,800,000 have been paid in full to the Florida Department of Revenue in connection with the obligations of Universal City Development Partners, Ltd. (successor-by-merger to Universal City Development Partners, LP) (the “Borrower”) under Amended and Restated Credit Agreement dated as of November 5, 1999, amended July 25, 2000 (the “Original Credit Agreement”), among the Borrower, the banks party thereto and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, successor-by-merger to Morgan Guaranty Trust Company of New York), as administrative agent and as collateral agent, as further amended December 19, 2001, March 28, 2002, and March 28, 2003, and as further amended and restated by that certain Amended and Restated Credit Agreement dated December 9, 2004 between Borrower and JP Morgan Chase Bank upon which additional Florid
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. and UCDP FINANCE, INC., as Issuers, and GUARANTORS NAMED HEREIN, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of November 6, 2009Indenture • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
INDENTURE dated as of November 6, 2009, among UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Company”), UCDP FINANCE, INC., a Florida corporation (“UCDP Finance” and, together with the Company, the “Issuers”), UNIVERSAL CITY TRAVEL PARTNERS, a Florida partnership, and UNIVERSAL ORLANDO ONLINE MERCHANDISE STORE, a Florida partnership, subsidiaries of the Company, each as a Guarantor, the other Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
Intercreditor Agreement (this “Agreement”) dated as of November 6, 2009, among JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), DIAMOND LANE PRODUCTIONS, INC., as agent (in such capacity, with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), and UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Borrower”).
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. and UCDP FINANCE, INC., as Issuers, and GUARANTORS NAMED HEREIN, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of November 6, 2009Indenture • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
INDENTURE dated as of November 6, 2009, among UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Company”), UCDP FINANCE, INC., a Florida corporation (“UCDP Finance” and, together with the Company, the “Issuers”), UNIVERSAL CITY TRAVEL PARTNERS, a Florida partnership, and UNIVERSAL ORLANDO ONLINE MERCHANDISE STORE, a Florida partnership, subsidiaries of the Company, each as a Guarantor, the other Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
Mr. John R. Sprouls Vivendi Universal Entertainment LLLP Orlando, Florida 32817 Dear Mr.Sprouls:Employment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
Vivendi Universal Entertainment LLLP (the “Company”) agrees to employ you and you agree to accept employment upon the terms and conditions set forth in this agreement (the “Agreement”).
May 12, 2008 Peter C. Giacalone Cocoa Beach, FL 32931-2515 Re: Employment Agreement Dear Peter,Employment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
You and Universal City Development Partners, Ltd. d/b/a “Universal Orlando” (hereinafter referred to as “UO” or the “Company”) have agreed as follows:
FIRST AMENDMENT TO THE LICENSE AGREEMENTLicense Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
This FIRST AMENDMENT TO THE LICENSE AGREEMENT is made and entered into as of May 25, 2007 (this “Amendment”), by and among Universal Studios, Inc., a Delaware corporation (“USI”), Universal City Studios LLLP, a Delaware limited liability limited partnership (formerly known as Universal City Studios, Inc., “UCS”), Universal City Property Management Company II LLC, a Delaware limited liability company (formerly known as Universal City Property Management II, “UniCo”) and Universal City Development Partners, Ltd., a Florida limited partnership (“UCDP Ltd.,” formerly known as Universal City Development Partners, LP (“UCDP LP”)).
ASTERISKS INDICATE MATERIAL THAT HAS BEEN REDACTED, FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.Amendment to the Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • California
This AMENDMENT TO THE AGREEMENT (this “Amendment”), dated as of October 18, 2009 (the “Amendment Date”), is entered into by and among Steven Spielberg, in his personal capacity, Diamond Lane Productions, Inc., a California corporation (“DLP” and together with Steven Spielberg, “Steven”), and Universal City Development Partners, Ltd., a Florida limited partnership (as successor in interest to Universal City Florida Partners, the “Partnership”), such parties to be referenced individually as a “Party” and collectively as the “Parties”.
Stock Option Grant Agreement - additional terms & conditionsStock Option Grant Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
This SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Partnership”), is made and entered into as of November 7, 2007 (this “Amendment”), by and between UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida general partnership (“Holding II”), in its capacity as the sole general partner of the Partnership, and UNIVERSAL CITY FLORIDA HOLDING CO. I, a Florida general partnership (“Holding I”), in its capacity as the sole limited partner of the Partnership. Additional parties to this Amendment, in their individual capacities, are the five constituents of Holding I and Holding II, namely the Blackstone Partners and UniCo, and Universal Parent, which additional parties are not partners in the Partnership.
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of February 29, 2008 (the “Effective Date”), by and among:
Re: Employment AgreementEmployment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
You and Universal City Development Partners, Ltd. d/b/a “Universal Orlando” (hereinafter referred to as “UO” or the “Company”) have agreed as follows:
GE Restricted Stock Unit Grant Agreement for (“Grantee”)Restricted Stock Unit Grant Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
Restricted Stock Unit Grant Agreement - additional terms & conditionsRestricted Stock Unit Grant Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
DIRECTED EMPLOYEE BENEFIT TRUST AGREEMENTTrust Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
This TRUST AGREEMENT (“Trust Agreement” or “Agreement”), entered into this 1st day of January, 2005, by and between Universal City Development Partners, LTD. d/b/a Universal Orlando (the “Company”) and THE CHARLES SCHWAB TRUST COMPANY (the “Trustee”).
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. UCDP FINANCE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida partnership (the “Company”), and UCDP FINANCE, INC., a Florida corporation (“UCDP Finance”), as joint and several obligors (the “Issuers”), propose to issue and sell to J.P. Morgan Securities Inc. (“J.P. Morgan”), Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), for whom J.P. Morgan is acting as representative (the “Representative”), upon the terms and subject to the conditions set forth in a purchase agreement dated October 27, 2009 (the “Purchase Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $400,000,000 aggregate principal amount of the Issuers’ 8.875% Senior Notes due 2015 (the “Notes”), which will be guaranteed on an unsecured senior basis by each of the guarantors listed on Schedule I hereto (the “Guarantors”). Capitalized terms used, but not defined, he
SUBORDINATION AGREEMENTSubordination Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
THIS SUBORDINATION AGREEMENT (as it may be amended from time to time, the “Agreement”) is made and dated as of November 6, 2009, by and among VIVENDI UNIVERSAL ENTERTAINMENT LLLP, a Delaware limited liability limited partnership (“VUE”), UNIVERSAL STUDIOS, INC., a Delaware corporation (“Universal”), UNIVERSAL CITY PROPERTY MANAGEMENT II LLC, a Delaware limited liability company (“Universal Management”), and such other Persons (the “Additional Creditors”) that may from time to time become party hereto pursuant to the terms hereof (VUE, Universal, Universal Management and any Additional Creditors are herein collectively and severally referred to as the “Subordinated Creditors”), UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee, and its successors under the Indenture (the “Trustee”) for the benefit of the holders of the 8.875% Senior Notes due 2015 (the “Original Notes”, and, together
October 8, 2007 Richard T. Florell Orlando, FL 32819 Re: Employment Agreement Dear Ric,Employment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
You and Universal City Development Partners, Ltd. d/b/a “Universal Orlando” (hereinafter referred to as “UO” or the “Company”) have agreed as follows:
GROUND LEASE dated as of June 12, 1998 between UNIVERSAL CITY DEVELOPMENT PARTNERS and UNIVERSAL CITY FLORIDA PARTNERS and UCF HOTEL VENTUREGround Lease • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
GROUND LEASE, dated as of June 12, 1998 (this “LEASE”), between Universal City Development Partners, a general partnership formed under the laws of the State of Florida (“UCDP”), and Universal City Florida Partners, a general partnership formed under the laws of the State of Florida (“UCFP” and, together with UCDP, “LANDLORD”), and UCF Hotel Venture, a general partnership formed under the laws of the State of Florida (“TENANT”).
September 16, 2008 Tracey L. StockwellEmployment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Partnership”), is made and entered into as of May 25, 2007 (this “Amendment”), by and between UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida general partnership (“Holding II”), in its capacity as the sole general partner of the Partnership, and UNIVERSAL CITY FLORIDA HOLDING CO. I, a Florida general partnership (“Holding I”), in its capacity as the sole limited partner of the Partnership. Additional parties to this Amendment, in their individual capacities, are the five constituents of Holding I and Holding II, namely the Blackstone Partners and UniCo, and Universal Parent, which additional parties are not partners in the Partnership.
March 13, 2006 Re: Employment Agreement Dear Tracey,Employment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
You and Universal City Development Partners, Ltd. d/b/a “Universal Orlando” (hereinafter referred to as “UO” or the “Company”) have agreed as follows:
JP/UNIVERSAL CITY RESTAURANT PARTNERS, L.P. AGREEMENT OF LIMITED PARTNERSHIP Dated as of September 11, 1997Limited Partnership Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Delaware
AGREEMENT OF LIMITED PARTNERSHIP (this “Partnership Agreement”), made and entered into as of the 11th day of September, 1997 between UNIVERSAL CITY DEVELOPMENT PARTNERS, a Florida general partnership, as the limited partner (the “Limited Partner”) and MARGARITAVILLE HOLDINGS LLC, a Delaware limited liability company, as the general partner (the “General Partner”).
January 29, 2009Employment Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
GE Stock Option Grant Agreement For (“Grantee”)Stock Option Grant Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
AMENDMENT TO GROUND LEASE AND TO RESORT COVENANTS AND RECIPROCAL EASEMENT AGREEMENT RELEASE AND GRANT OF RESTRICTIONGround Lease and Resort Covenants and Reciprocal Easement Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
THIS AMENDMENT TO GROUND LEASE AND TO RESORT COVENANTS AND RECIPROCAL EASEMENT AGREEMENT, RELEASE AND GRANT OF RESTRICTION, dated as of May 29, 2003 (this “Release”), between UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership, successor by conversion to Universal City Development Partners, a Florida general partnership and successor by merger / conversion to Universal City Florida Partners, a Florida general partnership (the “Landlord”), and UCF HOTEL VENTURE, a Florida general partnership (the “Tenant”).
ContractAmendment to Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
Certain portions of this letter agreement have been omitted pursuant to a request for confidential treatment and are replaced herein by ***. The omitted material has been filed separately with the Securities and Exchange Commission.
INDEMNITYIndemnification • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • California
This Indemnity (this “Indemnity”) is made as of March 6, 2003, by Vivendi Universal Entertainment LLLP, a Delaware limited liability limited partnership (“VUE”), in favor of Universal City Development Partners, Ltd., a Florida limited partnership (“UCDP”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the
ContractConsulting Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
Certain portions of this agreement have been omitted pursuant to a request for confidential treatment and are replaced herein by ***. The omitted material has been filed separately with the Securities and Exchange Commission.
FIRST AMENDMENT TO AGREEMENTAmendment to Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
This Amendment is made as of October 1, 1997. The Formal Agreement dated as of April 1, 1994, between DR. SEUSS ENTERPRISES, L.P. and MCA INC. (the “Agreement”) is amended as hereinafter set forth. (Terms used herein shall have the same meaning as in the Formal Agreement.)
THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAgreement of Limited Partnership • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • Florida
This THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida limited partnership (the “Partnership”), is made and entered into as of October 18, 2009 (this “Amendment”), by and between UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida general partnership (“Holding II”), in its capacity as the sole general partner of the Partnership, and UNIVERSAL CITY FLORIDA HOLDING CO. I, a Florida general partnership (“Holding I”), in its capacity as the sole limited partner of the Partnership. Additional parties to this Amendment, in their individual capacities, are the five constituents of Holding I and Holding II, namely the Blackstone Partners and UniCo, and Universal Parent, which additional parties are not partners in the Partnership.
Restricted Stock Unit Grant Agreement - additional terms & conditionsRestricted Stock Unit Grant Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
SECOND AMENDMENT TO FORMAL AGREEMENTFormal Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
This Second Amendment to Formal Agreement (this “Amendment”) is entered into effective as of the Effective Date, defined below, by and between Dr. Seuss Enterprises, L.P., a California limited partnership (“DSE”) and USI Asset Transfer LLC, a Delaware limited liability company (“Universal”), as successor in interest to Universal Studios, Inc., a Delaware corporation formerly known as MCA Inc., with reference to the following facts (DSE and Universal are collectively referred to herein as the “Parties” and each individually as a “Party”).
Stock Option Grant Agreement - additional terms & conditionsStock Option Grant Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services
LICENSE AGREEMENTLicense Agreement • January 20th, 2010 • Universal City Travel Partners • Services-amusement & recreation services • New York
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”).
