Exhibit 10.31

TRANSACTION AGREEMENT

by and among

BLACKSTONE UTP CAPITAL PARTNERS L.P.,

BLACKSTONE UTP CAPITAL PARTNERS A L.P.,

BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P.,

BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P.,

UNIVERSAL CITY PROPERTY MANAGEMENT II LLC,

USI ENTERTAINMENT INC.,

VIVENDI UNIVERSAL ENTERTAINMENT LLLP,

UNIVERSAL STUDIOS, INC.,

NBC UNIVERSAL, INC.,

UNIVERSAL CITY FLORIDA HOLDING CO. I

and

UNIVERSAL CITY FLORIDA HOLDING CO. II

Dated as of December 9, 2004

TABLE OF CONTENTS

TRANSACTION AGREEMENT

TRANSACTION AGREEMENT, dated as of December 9, 2004 (this “ Agreement ”), by and between Blackstone UTP Capital Partners L.P., a Delaware limited partnership (“ Blackstone UTP ”), Blackstone UTP Capital Partners A L.P., a Delaware limited partnership (“ Blackstone UTP A ”), Blackstone UTP Offshore Capital Partners L.P., a Cayman Islands exempted limited partnership (“ Blackstone Offshore ”), and Blackstone Family Media Partnership III L.P., a Delaware limited partnership (“ Blackstone FMP ” and, together with Blackstone Offshore, Blackstone UTP A and Blackstone UTP, the “ Blackstone Entities ”), Universal City Property Management II LLC, a Delaware limited liability company (“ UniCo II ”), Vivendi Universal Entertainment LLLP, a Delaware limited liability limited partnership (“ VUE ”), USI Entertainment Inc., a Delaware corporation (“ USI ”), Universal Studios, Inc., a Delaware corporation (“ Universal ”), NBC Universal, Inc., a Delaware corporation (“ NBC Universal ,” together with UniCo II, VUE, USI and Universal, the “ NBCU Entities ”), Universal City Florida Holding Co. I, a general partnership organized under the laws of the State of Florida (“ Holding I ”) and Universal City Florida Holding Co. II, a general partnership organized under the laws of the State of Florida (“ Holding II ”).

W   I   T   N   E   S   S   E   T   H :

WHEREAS, (a) the Blackstone Entities hold a general partnership interest (the “ Blackstone Holding I Interest ”) and (b) UniCo II holds a general partnership interest (the “ NBCU Holding I Interest ”) in Holding I, governed by the Second Amended and Restated Agreement of General Partnership of Holding I, dated as of July 27, 2000 (as amended, the “ Holding I Partnership Agreement ”), by and among the Blackstone Entities and UniCo II;

WHEREAS, (a) the Blackstone Entities hold a general partnership interest (the “ Blackstone Holding II Interest ”) and (b) UniCo II holds a general partnership interest (the “ NBCU Holding II Interest ”) in Holding II. governed by the Second Amended and Restated Agreement of General Partnership of Holding II, dated as of July 27, 2000 (as amended, the “ Holding II Partnership Agreement ”), by and among the Blackstone Entities and UniCo II;

WHEREAS, in connection with the Closing (as such term is defined below), the Blackstone Entities will contribute the Blackstone Holding I Interest and the Blackstone Holding II Interest to certain affiliates of the Blackstone Entities (which contributions shall be structured to be disregarded for U.S. federal income tax purposes);

WHEREAS, Holding I is the sole limited partner and Holding II is the sole general partner of Universal City Development Partners, Ltd., a limited partnership organized under the laws of the State of Florida (“ UCDP ”) and governed by the Amended and Restated Agreement of Limited Partnership of Universal City Development Partners, Ltd., dated as of June 5, 20012 (as amended, the “ UCDP Partnership Agreement ,” and together with the Holding I Partnerships Agreement and the

Holding II Partnership Agreement, the “ Partnership Agreements ”), by and between Holding I and Holding II;

WHEREAS, the Blackstone Entities and the NBCU Entities desire to amend and restate the Amended and Restated Partners’ Agreement, dated as of July 27, 2000 (as amended, the “ Partners’ Agreement ”), by and among the Blackstone Entities, UniCo II and Universal; and

WHEREAS, the Blackstone Entities and the NBCU Entities desire to cause Holding I and Holding II to issue the Holdings Notes (as such term is defined herein) and to complete the refinancing of the Credit Agreement (as such term is defined herein).

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

AGREEMENTS

1.1                                  Partners’ Agreement Amendment . The Blackstone Entities and the NBCU Entities hereby agree that the amendment and restatement of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A will be executed and become effective as of the Closing Date (as such term is defined herein).

1.2                                  Financing Transactions . The Blackstone Entities and the NBCU Entities hereby agree to use their commercially reasonable efforts to cause Holding I and Holding II to (a) consummate the issuance of $450 million of senior fixed and floating rate notes due 2010 (the “ Holdings Notes ”) as contemplated by the offering memorandum attached hereto as Exhibit B-1 (the “ Holdings Offering Memorandum ”) and (b) cause UCDP to consolidate, restate and renew (i) 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 and March 28, 2003 (the “ Term Credit Agreement ”), and (ii) the Credit Agreement, dated as of March 28, 2003 (the “ Revolving Credit Agreement ” and together with the Term Credit Agreement, the “ Credit Agreement ”), each among UCDP, the banks listed therein and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as administrative agent and collateral agent, as contemplated by the commitment letter attached hereto as Exhibit B-2 (the “ Credit Agreement Commitment Letter ”). The issuance of the Holdings Notes and the refinancing of the Credit Agreement will hereinafter be referred to collectively as the “ Financing .” The Blackstone Entities and the NBCU Entities hereby agree to cause Holding I and Holding II and their respective affiliates and representatives to provide all reasonably necessary cooperation in connection with the foregoing, including, without limitation, the execution and delivery of any underwriting or placement agreements, indentures or other definitive financing documents or other requested certificates, documents or financial information as may be requested in connection with the Financing.

1.3                                  Use of Proceeds. The Blackstone Entities and the NBCU Entities hereby agree that they will cause Holding I and Holding II to use a portion of the proceeds from the Financing to: (i) make aggregate partnership distributions of $225 million on a pro-rata basis to each of the Blackstone Entities, (ii) make partnership distributions of $225 million to UniCo II, (iii) make the Fee Payment (as such term is defined herein) and (iv) pay transaction fees and expenses associated with the Financing and the transactions contemplated by this Agreement.

1.4                                  Loan.

(a)                                   On the Closing Date, NBC Universal and the Blackstone Entities agree to use their commercially reasonable efforts to cause JPMorgan and/or one or more other lenders to make a loan (the “ Loan ”) to Blackstone UTP Capital LLC, Blackstone UTP Capital A LLC, Blackstone UTP Offshore Capital LLC and Blackstone Family Media III LLC (collectively, the “ Borrowers ”) in the original aggregate principal amount of One Hundred Seventy-Eight Million Dollars ($178,000,000) (the “ Loan Proceeds ”) substantially on the terms and conditions set forth in definitive loan documentation attached hereto as Exhibit C-1 (the “ Loan Agreement ”), with such modifications as have been agreed upon by each of the parties thereto, in their sole discretion, prior to the Closing Date. The loan made pursuant to the Loan Agreement shall be non-recourse to the Blackstone Entities (other than the Borrowers) and secured by a first priority pledge of the Blackstone Entities’ ownership interests in Holding I and Holding II. NBC Universal hereby agrees to guarantee (the “ Guarantee ”) the Loan substantially on the terms and conditions set forth in the guarantee attached hereto as Exhibit C-2 (the “ Guarantee Agreement ”). Notwithstanding anything to the contrary contained in this Agreement, the Loan Agreement, the Guarantee or any other document related thereto (the “ Loan Documents ”), whether expressly stated, implied or otherwise interpreted or construed, each of the NBCU Entities agrees for itself and its respective successors and assigns that: (i) recourse of such parties with respect to the obligations of any Borrower under the Loan Documents and with respect to any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, federal, state, local or otherwise), whether known or unknown, in any way relating to any of the Loan Documents or any of the transactions contemplated thereby or any other document related thereto are limited solely to such Borrower and to the Collateral (as such term is defined in the Loan Agreement) that secures such Borrower’s Secured Obligations (as such term is defined in the Loan Agreement), and (ii) such parties shall not have any recourse or other rights or remedies at law or in equity against any of the respective officers, equity interest holders, members, agents, employees and representatives of any Borrower (collectively, the “ Non-Recourse Parties ”), and hereby forever unconditionally waive, release and discharge each of such Non-Recourse Parties from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, federal, state, local or otherwise), whether known or unknown, in each case in any way relating to any of the Loan Documents or any of the transactions contemplated thereby or any other document related thereto. The NBCU Entities hereby acknowledge that (i) the Borrowers are newly-formed entities whose sole assets consist of the Collateral, and (ii) immediately

upon receipt of the Loan Proceeds, the Borrowers will distribute the Loan Proceeds to their respective equity holders; provided , however , that notwithstanding the foregoing, nothing in this Section 1.4(a) shall limit or affect or be construed to limit or affect the obligations and liabilities of any Non-Recourse Party (i) in accordance with the terms of any agreement related to or entered into in connection with the Financing, other than the Loan Documents, to which such Non-Recourse Party is a party or (ii) arising from liability pursuant to applicable law for such Non-Recourse Party’s fraudulent actions.

(b)                                  The Blackstone Entities and NBC Universal agree, and they agree to cause their respective affiliates and representatives, to provide all reasonably necessary cooperation in connection with the arrangement of the Loan and the Guarantee, including, without limitation, the execution and delivery of the Loan Agreement, the Guarantee Agreement and other related documentation. On the Closing Date, the Blackstone Entities shall make a payment to NBC Universal in the amount of the estimated “ Guarantee Fee ” calculated in accordance, with the method set forth on Exhibit C-3 hereto. Within ten (10) days of the date of repayment (the “ Repayment Date ”) in full of the loan made pursuant to the Loan Agreement, the Blackstone Entities shall provide written notice (the “ Repayment Notice ”) of such repayment to NBC Universal, and such notice shall include a recalculation of the guarantee fee (the “ Actual, Fee ”) in accordance with the method set forth on Exhibit C-3, substituting the actual amortization, applied interest rates and repayment schedule of such loan. In the event that (a) the Actual Fee is greater than the Guarantee Fee, then the Blackstone Entities shall, as soon as reasonably, practicable after delivery of the Repayment Notice (but in no event more than 10 days after delivery of the Repayment Notice), deliver to NBC Universal, in immediately available funds, an amount equal to the Actual Fee less the Guarantee Fee or (b) the Guarantee Fee is greater than the Actual Fee, then NBC Universal shall, as soon as reasonably practicable after delivery of the Repayment Notice (but in no event more than 10 days after receipt of the Repayment Notice), deliver to an account designated by the Blackstone Entities in the Repayment Notice, an amount equal to the Guarantee Fee less the Actual Fee. In the event that at maturity of the loan under the Loan Agreement (a) aggregate partnership distributions to the Blackstone Entities (including distributions paid to JPMorgan in accordance with Section 1.7(c)) from Holding I and Holding II have not been made in an amount sufficient to repay the loan in its entirety and (b) there has been no default under the Loan Agreement which is continuing (other than a default that is the result of the failure to pay interest and principal on the loan at maturity of the loan under the Loan Agreement), NBC Universal and the Blackstone Entities will use their respective commercially reasonable efforts and shall cooperate in obtaining refinancing of the then outstanding balance of the loan under the Loan Agreement (the “ Loan Refinancing ”) with a third-party lender or otherwise (which shall not be the Blackstone Entities), with substantially similar terms as those currently represented by the Loan Agreement, the Guarantee and the Guarantee Fee. NBC Universal shall provide the credit enhancement necessary, for up to an additional five (5) year term following the maturity of the loan under the Loan Agreement, to obtain the Loan Refinancing. The credit enhancement shall be a guarantee of NBC Universal, similar to the Guarantee, or, if required by the lenders in the Loan Refinancing, the form of credit enhancement required (which may include other guarantees, cash collateral or a letter of credit) for the lenders to consummate the Loan Refinancing. For the avoidance of doubt, any Loan Refinancing

(i) will be non-recourse to the Blackstone Entities (other than the Borrowers), (ii) shall bear interest that is payable in kind, or entirely serviceable through partnership distributions to the Blackstone Entities from Holding I and Holding II or a concurrent revolving credit facility, and (iii) will have default and acceleration provisions substantially similar to those in the Loan Agreement.

1.5                                  Fee Balance . Schedule A attached hereto sets forth, as of September 26, 2004, the balance, both prior to and after giving pro forma effect to the Fee Payment and the Universal Fee Forgiveness (as such term is defined herein), of the outstanding: (i) Special Fee (as such term is defined in the UCDP Partnership Agreement) relating to the Gate 2 Gross (as such term is defined in the UCDP Partnership Agreement) (the “ IOA Fee ”) owed by UCDP to an entity designated by USI, VUE or Universal, as applicable, pursuant to Section 20(b) of the UCDP Partnership Agreement (the “ Fee Payee ”) and (ii) Special Fee relating to the Project 1 Gross (as such term is defined in the UCDP Partnership Agreement) (the “ USF Fee ,” and together with the IOA Fee, the “ Universal Fees ”) owed by UCDP to the Fee Payee, in each case, in accordance with Section 20 of the UCDP Partnership Agreement.

1.6                                  IOA/USF Fees .

(a)                                   The Blackstone Entities and the NBCU Entities agree that, concurrent with the Closing, they will cause Holding I and Holding II to pay $70 million to the Fee Payee to purchase the $70 million most recently accrued but unpaid receivables resulting from the IOA Fee owed to the Fee Payee (the “ Fee Payment ”).

(b)                                  The parties hereto acknowledge that, concurrent with the Closing, the next most recently accrued $50 million of unpaid deferred Universal Fees will be forgiven (the “ Universal Fee Forgiveness ”).

(c)                                   Except to the extent required by a change in law, the Blackstone Entities, the NBCU Entities, Holding I and Holding II each agree to treat (and cause each of their affiliates to treat) the transactions effected pursuant to Section 1.6(b) as giving rise to a $50 million deduction to UniCo II and an equal amount of taxable income to UCDP, which taxable income will be allocated by UCDP to Holding I and Holding II and then allocated by Holding I and Holding II, 50% to the Blackstone Entities, on the one hand, and 50% to UniCo II, on the other hand, for U.S. federal income tax purposes, and the capital accounts of the partners will be adjusted accordingly for accounting purposes.

1.7                                  Post-Closing Covenants .

(a)                                   From and after the Closing, subject to the restrictions contained in the Credit Agreement (as amended as contemplated by the Credit Agreement Commitment Letter), the UCDP Notes (as such term is defined herein) and applicable law, but in addition to the tax distributions required by Section 19(b) of the UCDP Partnership Agreement, the Blackstone Entities and the NBCU Entities hereby agree to

cause Holding I and Holding II, and they agree ‘to cause their respective affiliates and representatives, to:

(i)                          first, cause UCDP to make partnership distributions to Holding I and Holding II in amounts sufficient to enable Holding I and Holding II to pay all accrued and unpaid interest on the Holdings Notes as such interest becomes due in accordance with the terms of the Holdings Notes, and

(ii)                       second, cause UCDP to make partnership distributions to Holding I and Holding II in amounts sufficient: (A) to fund any cash needs of Holding I or Holding II, (B) at the option of the NBCU Entities, for Holding I and Holding II to purchase from time to time any accrued but unpaid receivables owed to the Fee Payee in connection with the Universal Fees, (C) to make partnership distributions to the partners of Holding I and Holding II and (D) for such other uses as may be determined by Holding I and Holding II, respectively; provided , that no distribution contemplated by this Section 1.7(a)(ii) shall be made unless, after giving effect to such distribution (1) UCDP would be permitted, in accordance with Section 4.11 of the Indenture, dated March 28, 2003 (as amended, the “ Indenture ”) by and among UCDP, UCDP Finance, Inc. (“ UCDP Finance ”) and the Bank of New York, as trustee, to make at least $50 million in additional distributions to Holding I and Holding II, in the aggregate and (2) UCDP would hold at least $20 million in cash after payment of all interest due, and payable on the UCDP Notes at the time of the distribution.

(b)                                  The Blackstone Entities and the NBCU Entities hereby agree: (i) that, as of the Closing Date, the requirement set forth in the fourth paragraph of Section 20(b) of the UCDP Partnership Agreement (the “ Deferral Provision ”) that the Blackstone Entities, as general partners of Holding II, shall receive an amount equal to $234,700,000 by way of distributions from Holding II prior to payment of the IOA Fee, shall have been satisfied, and the deferred, current and future IOA Fees will no longer be subject to the Deferral Provision and shall be paid as and when permitted by the other terms of Section 20 of the UCDP Partnership Agreement and the terms of the Indenture and (ii) not to impose, on or after the Closing Date, any restrictions or limitations on the payment of the Universal Fees after the Closing, including upon the refinancing, if any, of the 113%% Senior Notes due 2010 (the “ UCDP Notes ”) issued by UCDP and UCDP Finance (the “ UCDP Note Refinancing ”). Effective as of the Closing Date, the Blackstone Entities agree to permanently waive all of their respective rights pursuant to Section 19(i) of the UCDP Partnership Agreement to cause UCDP to incur additional indebtedness (or refinance its existing indebtedness). In the event of a UCDP Note Refinancing, the Blackstone Entities and the NBCU Entities agree that the UCDP Partnership Agreement shall be amended to delete Section 19(i) and the fourth paragraph of Section 20(b) of such agreement.

(c)                                   The Blackstone Entities agree that, from and after the Closing, each of them shall assign and direct that all amounts that would otherwise be paid to the Blackstone Entities by Holding I or Holding II as a distribution pursuant to the Holding I Partnership Agreement and the Holding II Partnership Agreement (other than