Exhibit 10.4

THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:

Peter G. Latham, Esq.
GRONEK & LATHAM, LLP
390 North Orange Avenue, Suite 600
Orlando, FL 32801
(407) 481-5800

SECOND AMENDMENT TO GROUND LEASE

THIS SECOND AMENDMENT TO GROUND LEASE , dated as of February 20, 2001 (this “Second Amendment”), between UNIVERSAL CITY DEVELOPMENT PARTNERS, LP , a Delaware 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”).

RECITALS

WHEREAS, Landlord and Tenant previously entered into that certain Ground Lease dated as of June 12, 1998 (the “Ground Lease”), together with that certain First Amendment to Ground Lease dated as of June 12, 1998 (the “First Amendment”), as evidenced by that certain Memorandum of Ground Lease dated as of June 12, 1998 and recorded June 26, 1998 in Official Records Book 5512, Page 3855 Public Records of Orange County, Florida (the “Original Memorandum”, and together with the Ground Lease and the First Amendment, collectively, the “Lease”).

WHEREAS, Landlord and Tenant desire to amend the Lease to substitute tracts, and modify the legal descriptions for the Third Hotel Site and the Primary Phase II Sites (as defined in the Lease).

NOW, THEREFORE, in consideration of the mutual and reciprocal covenants herein made, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.                                        Recitals .  The Recitals as set forth above are agreed to be true and correct and are incorporated herein by this reference.

2.                                        Substitution of Leased Property .

a.                                        Landlord and Tenant hereby acknowledge and agree that the legal description for that certain real property described under Item 3 and Exhibit “D” , which was attached to, and made a part of the Ground Lease, and under Item 3 on Exhibit “B” , which was attached to, and made a part of the Original Memorandum, is hereby deleted and replaced with the legal description for that certain real property more

particularly described in Exhibit “1” attached hereto and incorporated herein by this reference (the “New Third Hotel Site”), and the New Third Hotel Site is hereby substituted for the Third Hotel Site in the Lease.  Any reference in the Lease to the Third Hotel Site shall hereafter be deemed to refer to the New Third Hotel Site.

b.                                       Landlord and Tenant hereby acknowledge and agree that the legal description for that certain real property described under Item 5 on Exhibit “D” , which was attached to, and made a part of the Ground Lease, and under Item 5 on Exhibit “B” , which was attached to, and made a part of the Original Memorandum is hereby deleted and replaced with the legal description for that certain real property more particularly described in Exhibit “2” attached hereto and incorporated herein by this reference (the “New Primary Phase II Sites”), and the New Primary Phase II Sites are hereby substituted for the Primary Phase II Sites in the Lease.  Any reference in the Lease to the Primary Phase II Sites shall hereafter be deemed to refer to the New Primary Phase II Sites.

c.                                        Landlord and Tenant hereby acknowledge and agree that the Resort Property Site Plan set forth on Exhibit “A” , which was attached to, and made a part of the Ground Lease, is hereby deleted and replaced with the Resort Property Site Plan more particularly set forth on Exhibit “3” attached hereto and incorporated herein by this reference (the “New Resort Property Site Plan”).  Any reference in the Lease to the Resort Property Site Plan shall hereafter be deemed to refer to the New Resort Property Site Plan.

3.                                        Terms .   Any term not defined herein shall have the definition ascribed to such term in the Lease.

4.                                        Memorandum of Second Amendment to Lease . Landlord and Tenant agree that this Second Amendment shall be recorded in the Public Records of Orange County, Florida, to give notice thereof.

5.                                        Continued Effect .  Excerpt as herein modified, the Lease is in full force and effect and each party represents and warrants to the other that neither party is in default under the Lease and that no sate of facts exists which, if continued, would create a default by the other party as of the date of this Second Amendment.  In the event of any conflict between the Lease and this Second Amendment, this Second Amendment shall control.

6.                                        Joinder and Consent of Leasehold Lender .  In accordance with the terms and conditions of that certain Mortgage, Assignment of Leases and Rents and Security Agreement dated June 12, 1998 and recorded June 26, 1998, in Official Records Book 5512, Page 4073; as modified and amended by that certain Mortgage Modification Agreement dated as of August 28, 1998 and recorded in Official Records Book 5606, Page 3037, as re-recorded in Official Records Book 5628, Page 1976, and as further re-recorded in Official Records Book 5725, Page 1902; and as supplemented by that certain Supplemental Mortgage Agreement recorded November 13, 2000, in Official Records Book 6129, Page 1453, all of the Public Records of Orange County, Florida, the Chase Manhattan Bank, as Administrative Agent, (the “Leasehold Mortgages”), hereby joins in the execution of this Second Amendment to consent and agree to the modifications to the Lease set forth herein.

7.                                        Joinder and Consent of Fee Lender .  In accordance with the terms and conditions of that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of July 27, 2000 and recorded July 27, 2000 in Official Records Book 6054, Page 320, of the Public Records of Orange County, Florida, Morgan Guaranty Trust Company of New York, as Collateral Agent, (the “Fee Mortgages”), hereby joins in the execution of this Second Amendment to consent and agree to the modifications to the Lease set forth herein.

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IN WITNESS WHEREOF , Landlord and Tenant have executed and delivered this Modification as of the date first above written.