AMENDMENT NO. 2
AMENDMENT dated as of December 19, 2001 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (as amended, the "CREDIT AGREEMENT")
among UNIVERSAL CITY DEVELOPMENT PARTNERS, LP (the "BORROWER"), the BANKS party
thereto (the "BANKS") and JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank successor by merger to ▇▇▇▇▇▇ Guaranty Trust Company of New
York), as Administrative Agent and as Collateral Agent.
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein;
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Change in Fiscal Year-End. (a) The last paragraph of Section
5.01 of the Credit Agreement is hereby amended to read in its entirety as
follows:
The Borrower will not change its fiscal year from a period of
four fiscal quarters (based on a 52/53 week year) ending on the last
Saturday of each December or the first Saturday of January; provided
that the Borrower may change its fiscal year with the prior written
approval of the Administrative Agent if the Administrative Agent is
satisfied that such change will have no substantive effect on the
requirements of Section 5.19 or any other provision of this Agreement.
(b) Section 2.08(c)(iii) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(iii) For the fiscal year ending FQE 6/01 and for the period of
two consecutive fiscal quarters ending FQE 12/01, the Borrower shall
prepay the Term Loans in an aggregate principal amount equal to 75% of
the Excess Cash Flow for such fiscal year or such period as follows:
(A) 50% shall be paid no later than 120 days following the last day of
such fiscal year or such period and (B) 50% shall be paid no later than
the end of the third subsequent fiscal quarter following the last day
of such fiscal year or such period. Beginning with the fiscal year
ending FQE 12/02, the Borrower shall prepay the Term Loans in an
aggregate principal amount equal to 75% of the Excess Cash Flow for
such fiscal year as follows: (A) 50% shall be paid no later than 120
days following the last day of such fiscal year and (B) 50% shall be
paid no later than the end of the third fiscal quarter of the next
succeeding fiscal year. The Borrower shall include a calculation of
Excess Cash Flow for the fiscal year ending on FQE 6/01, the period of
two consecutive fiscal quarters ending FQE 12/01 and each fiscal year
ending on or after FQE 12/02 in the certificate accompanying the
Borrower's related financial statements pursuant to Section 5.01(c),
and shall give the Administrative Agent not less than three Euro-Dollar
Business Days' notice of each prepayment required pursuant to this
paragraph.
(c) The proviso to Section 5.20(a)(i) of the Credit Agreement is amended in
its entirety to read as follows:
provided that 100% of net cash proceeds of any sales of assets
(other than (A) sales permitted by clause (w) above and (B) sales for
aggregate net cash proceeds not exceeding $1,000,000 in any fiscal year
or $500,000 for the two consecutive fiscal quarters ending FQE 12/01)
shall substantially simultaneously with the receipt thereof by the
Borrower be applied as an optional prepayment of the Term Loans.
SECTION 3. Restriction on Fundamental Changes; Purchases and Sale of
Assets. Section 5.20(a) of the Credit Agreement is amended by the addition of
the following new subsection (iii):
(iii) The Borrower may, on or after January 1, 2002, enter into a
transaction or series of transactions of merger solely for the purpose
of changing its state of formation from the State of Delaware to the
State of Florida, provided that the surviving entity of any such
transaction or series of related transactions shall enter
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into an instrument of assumption in form and substance reasonably
satisfactory to the Administrative Agent pursuant to which it shall
have assumed the obligations of the Borrower under the Loan Documents
and shall have provided such legal opinions and other documentation as
the Administrative Agent may reasonably request in connection
therewith.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective on the date
of receipt by the Administrative Agent from each of the Borrower and the
Required Banks of a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Administrative Agent)
that such party has signed a counterpart hereof.
SECTION 7. Effect of Amendment. Except as expressly amended by this
Amendment, the provisions of the Credit Agreement remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written
UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a
Delaware limited partnership
By: UNIVERSAL CITY FLORIDA HOLDING CO. II, a
Florida general partnership, its general partner
By: UNIVERSAL CITY PROPERTY
MANAGEMENT COMPANY II, a
Delaware corporation, a general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. Short
-----------------------------------------
Title: Executive Vice President and Chief
Financial Officer
By: BLACKSTONE UTP CAPITAL
PARTNERS A L.P., a Delaware general
partnership, a general partner
By: BLACKSTONE MEDIA
MANAGEMENT ASSOCIATES III L.L.C.,
a Delaware limited
liability company, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Title: Member
By: BLACKSTONE UTP CAPITAL PARTNERS L.P.,
a Delaware general partnership, a general partner
By: BLACKSTONE MEDIA MANAGEMENT
ASSOCIATES III L.L.C., a Delaware limited
liability company, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Title: Member
By: BLACKSTONE UTP OFFSHORE CAPITAL
PARTNERS L.P., a Delaware general partnership, a
general partner
By: BLACKSTONE MEDIA MANAGEMENT
ASSOCIATES III L.L.C., a Delaware limited
liability company, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Title: Member
By: BLACKSTONE FAMILY MEDIA
PARTNERSHIP III L.P., a Delaware general
partnership, a general partner
By: BLACKSTONE MEDIA MANAGEMENT
ASSOCIATES III L.L.C., a Delaware limited
liability company, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Title: Member
JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank successor by merger to
▇▇▇▇▇▇ Guaranty Trust Company of New York)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Title: Principal
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: Vice President
BANK OF MONTREAL
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Title: Director
HSBC BANK PLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Manager, Structured Finance
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Title: Senior Manager
NATIONAL WESTMINSTER BANK PLC
By:
----------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:
--------------------------------
Title:
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Title: Director
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
--------------------------------
Title:
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Vice President & Senior Team Leader
THE ROYAL BANK OF SCOTLAND PLC
By:
-----------------------------------
Title:
THE SANWA BANK LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: SVP and Group Co-Head
THE TORONTO-DOMINION BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Title: Mgr. CR Admin.
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:
-----------------------------------
Title:
By:
-----------------------------------
Title:
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Director
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Title: Associate
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Title: Associate
THE SUMITOMO BANK, LIMITED
By:
-----------------------------------
Title:
ABN AMRO BANK, N.V. NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Title: Assistant Vice President
BNP PARIBAS
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Title: Director
By: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Title: Director, Media & Telecom Finance
CIBC INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Executive Director
KBC BANK N.V.
By:
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Title:
By:
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Title:
LANDESBANK BADEN-WURTTEMBERG
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Deputy General Manager
THE SAKURA BANK, LIMITED
By:
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Title:
BANKERS TRUST COMPANY
By:
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Title: