This FIRST
AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL
PARTNERSHIP OF UNIVERSAL CITY FLORIDA HOLDING CO. II (this “
Amendment ”) is made and entered into as of December
9, 2004, by and between BLACKSTONE UTP CAPITAL LLC, a Delaware
limited liability company (“ Blackstone UTP ”),
BLACKSTONE UTP CAPITAL A LLC, a Delaware limited liability company
(“ Blackstone UTP A ”), BLACKSTONE UTP OFFSHORE
CAPITAL LLC, a Delaware limited liability company (“
Blackstone Offshore ”), and BLACKSTONE FAMILY MEDIA
LLC, a Delaware limited liability company (“ Blackstone
Family ” and, together with Blackstone Offshore,
Blackstone UTP A, Blackstone UTP, collectively, the “
Blackstone Entities ” and individually, each a “
Blackstone Entity ”) and UNIVERSAL CITY PROPERTY
MANAGEMENT II LLC, a Delaware limited liability company, (“
UniCo ”), an indirect majority owned subsidiary of
Universal Studios, Inc., a Delaware corporation (“
Universal Parent ”).
WHEREAS, UniCo is
the successor-in-interest to Universal City Property Management
Company; and
WHEREAS, the
Blackstone Entities and UniCo desire to amend the Second Amended
and Restated Agreement of General Partnership of Universal City
Florida Holding Co. I (the “ Partnership Agreement
”); and
WHEREAS, as of the date hereof, (i)
Blackstone UTP Capital Partners L.P., a Delaware limited
partnership (“ Blackstone Capital Partners ”)
will contribute its interests in the Partnership to Blackstone UTP,
(ii) Blackstone UTP Capital Partners A L.P., a Delaware limited
partnership (“ Blackstone Capital Partners A ”)
will contribute its interests in the Partnership to Blackstone UTP
A, (iii) Blackstone UTP Offshore Capital Partners L.P., a Cayman
Islands exempted limited partnership (“ Blackstone
Offshore Partners ”) will contribute its interests in the
Partnership to Blackstone Offshore, and (iv) Blackstone Family
Media Partnership III L.P., a Delaware limited partnership (“
Blackstone Family Partners ” and, together with
Blackstone Offshore Partners, Blackstone Capital Partners A and
Blackstone Capital Partners, collectively, the “ Original
Blackstone Entities ”) will contribute its interests in
the Partnership to Blackstone Family (collectively, the “
Contributions ”); and
WHEREAS, the Contributions shall be structured
to be disregarded for U.S. federal income tax purposes, and the
Blackstone Entities shall be disregarded entities for U.S. federal
income tax purposes (as well as for any analogous state or local
tax purposes).
NOW, THEREFORE, it is agreed by and between the
parties hereto as follows:
1. Words and
phrases which are introduced by initial capitals and which are not
otherwise defined in this Amendment shall have the same meaning as
in the Partnership Agreement.
2. The Partnership
Agreement shall be amended such that each reference to
“Blackstone Partners” in the Partnership Agreement
shall be deleted and be replaced by the phrase “Blackstone
Entities.”
3. Section 6 of the
Partnership Agreement shall be deleted in its entirety and amended
to read as follows:
6.
References . To the extent appropriate for U.S.
federal income tax purposes (as well as for analogous state or
local tax purposes), references in this Agreement to a person that
is disregarded as an entity separate from its owner for such tax
purposes shall be deemed to refer to such owner.
4. Section 7 of the
Partnership Agreement shall be deleted in its entirety and amended
to read as follows:
7.
Loan Arrangements . Pursuant to (a) the Amended and
Restated Credit Agreement, dated as of November 5, 1999, as amended
as of July 25, 2000, December 19, 2001, March 28, 2002, March 28,
2003 and as of December 9 , 2004 (the
“Term Credit Agreement”) and (b) the Credit
Agreement, dated as of March 28, 2003, as amended as of
December 9 , 2004 (the
“Revolving Credit Agreement” and together with
the Term Credit Agreement, the “Credit
Agreement”), each among Universal City Development
Partners, Ltd. (“UCDP”), the banks listed therein
and JPMorgan Chase Bank, as administrative agent and
collateral agent, the Partnership as general partner of UCDP,
as debtor, is subject to certain obligations and
restrictions. If the Partnership causes UCDP to enter
into loan arrangements which are different than the Credit
Agreement, the Partners agree to act reasonably to modify
those provisions of this Agreement which were drafted to
reflect the Credit Agreement so as to reflect such loan
arrangements.
5. Section 11 of
the Partnership Agreement shall be amended to (a) delete the
reference to “Blackstone UTP A” and replace it with a
reference to “Blackstone Capital Partners A,” (b)
delete the reference to “Blackstone UTP” and replace it
with a reference to “Blackstone Capital Partners” and
(c) delete the second and third sentences in their entirety and
insert the following sentences in their place, “The
Blackstone Representatives are Howard A. Lipson, David A. Stonehill
and Jon M. Barnwell. The Universal Represe
