Exhibit 10.21
AMENDMENT NO. 2, dated as of June
24, 2003 (this “ Amendment ”), to the AMENDED
AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (as
previously amended, supplemented or otherwise modified, the “
Partnership Agreement ”) of VIVENDI UNIVERSAL
ENTERTAINMENT LLLP (the “Partnership”) dated as of May
7, 2002, by and among USI ENTERTAINMENT INC., a Delaware
corporation, as general partner, USANI HOLDINGS XX, INC., a
Delaware corporation, UNIVERSAL PICTURES INTERNATIONAL HOLDINGS BV,
a corporation organized under the laws of The Netherlands,
UNIVERSAL PICTURES INTERNATIONAL HOLDINGS 2 BV, a corporation
organized under the laws of The Netherlands, NYCSPIRIT CORP. II, a
Delaware corporation, INTERACTIVECORP (formerly known as USA
Interactive and, prior thereto, as USA Networks, Inc.), a Delaware
corporation, USANi SUB LLC, a Delaware limited liability company,
NEW-U STUDIOS HOLDINGS, INC., a Delaware corporation, and BARRY
DILLER, as limited partners, VIVENDI UNIVERSAL, S.A., a
société anonyme organized under the laws of France,
UNIVERSAL STUDIOS, INC., a Delaware corporation (“
Universal ”), and, SUB I - USA Holding LLC, a Delaware
limited liability company, USI - USA Holding LLC, a Delaware
limited liability company, USIE - USA Holding LLC, a Delaware
limited liability company, and V - USA Holding LLC, a Delaware
limited liability company.
A. The Partnership intends to enter
into the VUE Term Loan Agreement (as
defined below).
B. As a condition to the VUE Term
Loan Agreement, the Partners are required
to amend certain provisions of the
Partnership Agreement as set forth herein.
C. Each capitalized term used and
not otherwise defined herein shall have the
meaning assigned to such term in the
Partnership Agreement.
Accordingly, in consideration of the
mutual agreements herein contained and
other good and valuable
consideration, the sufficiency and receipt of which are
hereby
acknowledged, the parties hereto
agree as follows:
SECTION 1. Amendments
.
(a) Section 1.01 of the Partnership
Agreement is hereby amended by amending
and restating the following
definitions therein:
““ VUE Term Loan
Agreement ” shall mean the Loan Agreement, dated as of
June 24, 2003, by and among the Partnership, Bank of America
Securities, N.A and J.P. Morgan Chase Bank as, co-administrative
agents, Barclays Bank plc, as syndication agent, J.P. Morgan Chase
Bank, as collateral agent and paying agent and the Lenders from
time to time party thereto.”
““ VUE Security
Agreement ” shall mean the Amended and Restated Guarantee
and Security Agreement, dated as of June 24, 2003, among the
Partnership, the guarantors party thereto and JPMorgan Chase Bank,
as administrative agent.”
(b) Article XIII of the Partnership
Agreement is hereby amended and restated in its entirety to read as
follows:
“SECTION 13.06. VUE Term
Loan Agreement . The Partnership shall not at any time on or
prior to the 91st day following the date on which all of the
Release Conditions (as defined in the VUE Security Agreement) are
satisfied, take any action of the sort contemplated by Section
7(e)(iii) of the VUE Term Loan Agreement with respect to the
Partnership or any of its Subsidiaries (as defined in the VUE Term
Loan Agreement) or the assets of any of the foregoing without the
prior written agreement of all Partners holding Common Interests at
such time.”
(c) Section 10.03(c) of the
Partnership Agreement is hereby amended by deleting in its entirety
the second sentence thereof and replacing it with the following
sentence:
“Except as set forth in
Section 10.03(e), the purchase and sale of the Selling
Party’s Common Interests shall be consummated at a closing
the date and time of which shall be selected by the Purchasing
Party and provided in writing at least seven days prior thereto;
provided that, in the case of a Diller Put or a Diller Call,
such date shall not be later than the 20th Business Day following
the date of receipt by the relevant party of the applicable
exercise notice, and in all other cases the such date shall not be
later than the 20th Business Day following the date of the
determination of the Appraised Value.”
(d) Section 10.03(d)(iii) of the
Partnership Agreement is hereby amended and restated in its
entirely as follows:
“(iii) notwithstanding
anything to the contrary in clauses (i) or (ii) of this Section
10.03(d), the Appraised Value of the Partnership with respect to a
Diller Put or a Diller Call shall be determined as of April 1, 2003
by a single Investment Bank that is mutually agreeable to Universal
and Diller (each acting in its sole discretion). In the event that
Universal and Diller are unable to mutually agree for any reason on
the Investment Bank within 5 days following the date of receipt by
the relevant party of the applicable exercise notice, Universal and
Diller hereby agree
