ex102.htm


    Exhibit
10.2


      


       

      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.

       

      W
I T N E S S E T H

       

      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 “5.25%” and “10.5%,” respectively.”

      


                                      
3. Effectiveness. The
aforementioned Amendment to Section 20 shall not become effective until either
(i) the requisite lenders under the Partnership’s senior secured credit
facilities shall have consented to permit the transactions contemplated above
and any related transactions; or (ii) the Partnership’s senior secured credit
facilities shall be amended on terms that permit the transactions contemplated
above and any related transactions.

       

                                     
4. Otherwise
Unchanged.  This Amendment is limited precisely as written and
shall not be deemed to be an amendment to any other term or condition of the
Partnership Agreement. Wherever the Partnership Agreement is referred to therein
or in any other agreements, documents or instruments, such reference shall be to
the Original Partnership Agreement, as amended hereby and by the First Amendment
and the Second Amendment. Except as expressly and specifically amended by this
Amendment, the Partnership Agreement shall remain unchanged, and each of the
First Amendment, the Second Amendment and the Partnership Agreement, as amended
hereby, is hereby ratified, approved and confirmed in all respects by the
parties hereto and shall remain in full force and effect.

       

                                                         5. Governing
Law.  This Amendment shall be interpreted and governed by the
laws of the State of Florida, without regard to its conflicts of laws
provisions.

       

                                                        
6. Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same
instrument.

       

                              
7. Headings.  The
descriptive headings contained in this Amendment are for the convenience of
reference only, shall not be deemed to be a part of this Amendment and shall not
affect in any way the   meaning, construction or interpretation of
this Amendment.

       

      [Remainder
of page left blank intentionally]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties hereto have signed this Amendment on the day and year first above
written.

      


      


      
        	 
      	
                UNIVERSAL
      CITY FLORIDA HOLDING CO. II

                 

                By:  UNIVERSAL
      CITY PROPERTY MANAGEMENT II LLC

                By: 
      /s/ Thomas L. Williams

                Name:  Thomas
      L. Williams

                Title:   
      Chairman & Chief Executive Officer

                 

              
	 
      	 
      
	 
      	
                By:  BLACKSTONE
      UTP OFFSHORE CAPITAL LLC

              
	 
      	 
      
	 
      	
                By: 
      Blackstone UTP Offshore Capital Partners L.P., its sole
    member

              
	 
      	 
      
	 
      	
                By:  Senior
      Managing
      DirectorBlackstone Media Management Associates III,
      L.L.C., its general partner

              
	 
      	
                By:
      /s/ Peter
      Wallace                                                                      

                Name: Peter
      Wallace                                                               

                Title:   President and
      Treasurer                                                             

              
	 
      	
                 

                By: 
      BLACKSTONE FAMILY MEDIA III LLC

              
	 
      	
                 

                By:  Blackstone Family Media
      Partnership III L.P., its sole member

              
	 
      	
                 

                By:  Blackstone Media
      Management Associates III, L.L.C., its general partner

              
	 
      	
                By: /s/ Peter
    Wallace

              
	 
      	
                Name:  Peter
      Wallace                                                    

                Title:    President
      and
      Treasurer                                                  

              
	 
      	 
      


      

      


      


      


      


      


      [Signature
Page to Third Amendment to UCDP Amended and Restated Partnership
Agreement]

      


      
        	 
      	
                By:  BLACKSTONE
      UTP CAPITAL LLC

              
	 
      	 
      
	 
      	
                By:Blackstone
      UTP Capital Partners L.P., its sole member

              
	 
      	 
      
	 
      	
                By:  Blackstone Media Management Associates III,
      L.L.C., itsgeneral
      partner

              
	 
      	
                By:  /s/
      Peter
      Wallace                                                                  

                Name: Peter
      Wallace                                                               

                Title:   President and
      Treasurer                                                            

              
	 
      	
                 

                By: BLACKSTONE
      UTP CAPITAL A LLC

              
	 
      	
                 

                By:  Blackstone UTP Capital
      Partners A L.P., its sole member

              
	 
      	
                 

                By:  Blackstone Media
      Management Associates III, L.L.C., its general partner

              
	 
      	
                By:  /s/ Peter
      Wallace         

              
	 
      	
                Name:  Peter
      Wallace                                                    

                Title:    President
      and
      Treasurer                                                  

              
	 
      	 
      
	 
      	 
      
	 
      	
                UNIVERSAL
      CITY FLORIDA HOLDING CO. I

                 

                By:  UNIVERSAL
      CITY PROPERTY MANAGEMENT II LLC

                By: 
      /s/ Thomas L. Williams

                Name:  Thomas
      L. Williams

                Title:  Chairman
      & Chief Executive Officer

                 

              
	 
      	 
      
	 
      	 
      


      

      


      


      


      


      


      


      [Signature
Page to Third Amendment to UCDP Amended and Restated Partnership
Agreement]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        	 
      	
                By:  BLACKSTONE
      UTP OFFSHORE CAPITAL LLC

              
	 
      	 
      
	 
      	
                By:Blackstone
      UTP Offshore Capital Partners L.P., its sole member

              
	 
      	 
      
	 
      	
                By:  Blackstone Media Management Associates III,
      L.L.C., its general partner

              
	 
      	
                By:  /s/
      Peter
      Wallace                                                                     

                Name:  Peter
      Wallace                                                              

                Title:    President
      and
      Treasurer                                                            

              
	 
      	
                 

                By: BLACKSTONE
      FAMILY MEDIA III LLC

              
	 
      	
                 

                By:  Blackstone Family
      Media Partnership III L.P., its sole member

              
	 
      	
                 

                By:  Blackstone Media
      Management Associates III, L.L.C., its general partner

              
	 
      	
                By: /s/ Peter
      Wallace          

              
	 
      	
                Name:   Peter
      Wallace                                                   

                Title:     President
      and
      Treasurer                                                 

              
	 
      	 
      
	 
      	
                By:  BLACKSTONE
      UTP CAPITAL LLC

              
	 
      	 
      
	 
      	
                By: 
      Blackstone UTP Capital Partners L.P., its sole member

              
	 
      	 
      
	 
      	
                By:  Blackstone Media Management Associates III,
      L.L.C., itsgeneral
      partner

              
	 
      	
                By:  /s/
      Peter
      Wallace                                                                     

                Name:   Peter
      Wallace                                                             

                Title:     President
      and
      Treasurer                                                          

              


      

      


      


      


      


      


      


      [Signature
Page to Third Amendment to UCDP Amended and Restated Partnership
Agreement]

      


      
        	 
      	
                By:  BLACKSTONE
      UTP CAPITAL A LLC

              
	 
      	 
      
	 
      	
                By:
      Blackstone UTP Capital Partners A L.P., its sole member

              
	 
      	 
      
	 
      	
                By:  Blackstone Media Management Associates III,
      L.L.C., its general partner

              
	 
      	
                By:  /s/
      Peter
      Wallace                                                                     

                Name:  Peter
      Wallace                                                              

                Title:    President
      and
      Treasurer                                                            

              
	 
      	 
      
	 
      	
                AGREED
      AND APPROVED IN ACCORDANCE WITH SECTION 51 OF THE PARTNERSHIP AGREEMENT
      AND THE

                OTHER
      PROVISIONS APPLICABLE TO UNIVERSAL STUDIOS, INC.:

                 

                UNIVERSAL
      STUDIOS, INC.

              
	 
      	
                By: /s/
      Lynn
      Calpeter          

                Name: Lynn
      Calpeter                                                                

                Title: Executive Vice
      President and Chief Financial
      Officer