Exhibit 4.10
CALCULATION AGENCY
AGREEMENT
BETWEEN
UNIVERSAL CITY FLORIDA HOLDING CO. I
UCFH I FINANCE, INC.
UNIVERSAL CITY FLORIDA HOLDING CO.
II
UCFH I FINANCE, INC.
AND
THE
BANK OF NEW YORK TRUST COMPANY, N.A.
$300,000,000 Senior Floating Rate Notes due
2010
THIS AGREEMENT is
made as of December 9, 2004, between Universal City Florida Holding
Co. I, a Florida general partnership (“Holding I”),
UCFH I Finance, Inc., a Florida corporation (“UCFH I
Finance”), Universal City Florida Holding Co. II, a Florida
general partnership (“Holding II”), UCFH II Finance,
Inc., a Florida corporation (“UCFH II Finance”)
(together, the “Issuers”), whose principal executive
offices are at 1000 Universal Studios Plaza, Orlando, FL
32819-7610, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a New
York banking corporation, whose principal corporate trust office is
at 101 Barclay Street, New York, New York 10286 (together with any
successor, called the “Calculation Agent”).
W I T N
E S S E T H :
WHEREAS, the
Issuers propose to issue and sell certain of their securities
designated as $300,000,000 Senior Floating Rate Notes due 2010 (the
“Notes”) and $150,000,000 8 3 / 8
% Senior Notes due 2010. The Notes will be sold by the
Issuers to J.P. Morgan Securities, Inc. and Banc of America
Securities LLC, as intial purchasers (the “Initial
Purchasers”). The Notes are to be issued under an
Indenture dated as of December 9 2004, between the Issuers and The
Bank of New York Trust Company, N.A., as Trustee (the
“Trustee”) (the “Indenture”). Terms
used but not defined herein shall have the meanings assigned to
them in the Offering Memorandum, dated December 2, 2004, relating
to the Notes (the “Offering Memorandum”).
For the purpose of
appointing an agent to calculate the interest rate based on the CD
Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the Treasury Rate, as applicable, on the Notes
bearing interest at a rate calculated with reference to such Base
Rates (the “Floating Rate Notes”), the Issuers and The
Bank of New York Trust Company, N.A. agree as follows:
1.
Upon the terms and subject to the conditions contained herein, the
Issuers hereby appoint the Calculation Agent as its Calculation
Agent and Calculation Agent hereby accepts such appointment as the
Issuers’ agent for the purpose of calculating the interest
rates on the Notes in the manner and at the times provided in the
Offering Memorandum.
2.
The Calculation Agent shall exercise due care to determine the
interest rates on the Floating Rate Notes and shall communicate the
same to the Issuers, the Trustee, The Depository Trust Company and
any paying agent identified to it in writing as soon as practicable
after each determination. The Calculation Agent will, upon
the request of the holder of any Floating Rate Note, provide the
interest rate then in effect with respect to such Floating Rate
Note and, if determined, the interest rate with respect to such
Floating Rate Note which will become effective on the next Interest
Reset Date. [The Calculation Agent and the Issuers agree to
comply with the Administrative Procedures attached hereto as
Exhibit A.] No amendment to the provisions of the [Floating
Rate Notes] [Administrative Procedures] relating to the duties or
obligations of the Calculation Agent hereunder may become effective
without the prior written consent of the Calculation Agent, which
consent shall not be unreasonably withheld.
3.
The Calculation Agent accepts its obligations set forth herein,
upon the terms and subject to the conditions hereof, including the
following, to all of which the Issuers agree:
(a)
The Calculation Agent shall be entitled to such compensation as may
be agreed upon with the Issuers for all services rendered by the
Calculation Agent, and the Issuers promise to pay such compensation
and to reimburse the Calculation Agent for the out-of-pocket
expenses (including attorneys’ and other professionals’
fees and expenses) incurred by it in connection with the services
rendered by it hereunder upon receipt of such invoices as the
Issuers shall reasonably require. The Issuers also agrees to
indemnify the Calculation Agent for, and to hold it harmless
against, any and all loss, liability, damage, claim or expense
(including the costs and expenses of defending against any claim
(regardless of who asserts such claim) of liability) incurred by
the Calculation Agent that arises out of or in connection with its
accepting appointment as, or acting as, Calculation Agent
hereunder, except such as may result from the gross negligence,
willful misconduct or bad faith of the Calculation Agent or any of
its agents or employees. The Calculation Agent shall incur no
liability and shall be indemnified and held harmless by the Issuers
for, or in respect of, any actions taken, omitted to be taken or
suffered to be taken in good faith by the Calculation Agent in
reliance upon (i) the opinion or advice of legal or other
professional advisors satisfactory to it or (ii) written
instructions from the Issuers. The Calculation Agent shall
not be liable for any error resulting from the use of or reliance
on a source of information used in good
2
faith and with
due care to calculate any interest rate hereunder. The
provisions of this section shall survive the termination of this
Agreement.
(b)
In acting under this Agreement and in connection with the Floating
Rate Notes, the Calculation Agent is acting solely as agent of the
Issuers and does not assume any obligations to or relationship of
agency or trust for or with any of the owners or holders of the
Notes.
(c)
The Calculation Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted to be
taken or anything suffered by it in reliance upon the terms of the
Notes, any notice, direction, certificate, affidavit, statement or
other paper, document or comm
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