THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

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.

WHEREAS, the parties hereto and/or their predecessors have entered into the Amended and Restated Agreement of Limited Partnership of Universal City Development Partners, Ltd., dated as of June 5, 2002 (the “ Original Partnership Agreement ”), with respect to the Partnership;

WHEREAS, the parties hereto and/or their predecessors have entered into the First Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of May 25, 2007 (the “ First Amendment ”), amending certain provisions of the Partnership Agreement;

WHEREAS, the parties hereto and/or their predecessors have entered into the Second Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of November 7, 2007 (the “ Second Amendment ”; the Original Partnership Agreement, as amended by the First Amendment and the Second Amendment, is referred to herein as the “ Partnership Agreement ”), amending certain provisions of the Partnership Agreement;

WHEREAS, the parties hereto desire to amend the Partnership Agreement as set forth herein with respect to the payment of the Special Fee and related provisions.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, it is agreed by and between the parties hereto as follows:

1.   Certain Defined Terms .  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.   Amendment to Section 20 .  Section 20(b) of the Partnership Agreement shall be amended by adding the following language at the end of the first paragraph of the Section:

“Notwithstanding the foregoing, for the period from and after the first day of the Partnership’s monthly financial reporting period for November, 2009 through and including the last day of the Partnership’s monthly financial reporting period for June, 2017 (the “Fee Modification Period”), the Special Fee shall be equal to 5.25% of Project 1 Gross and 5.25% of Gate 2 Gross.  In addition, during the Fee Modification Period, the reference to “5% of the gross revenues received” and each reference to “10%” contained in this first paragraph of Section 20(b) shall be modified to &ld