ex101.htm


     

    Exhibit
10.1


    
       

       

       

      
        
          


           

          ASTERISKS
INDICATE MATERIAL THAT HAS BEEN REDACTED, FOR WHICH

           

          CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED.

          


          Execution
Version

          


        

      

    


    


     

    This AMENDMENT TO THE AGREEMENT
(this "Amendment"), dated as
of October 18, 2009 (the "Amendment Date"), is
entered into by and among Steven Spielberg, in his personal capacity, Diamond
Lane Productions, Inc., a California corporation ("DLP" and together
with Steven Spielberg, "Steven"), and
Universal City Development Partners, Ltd., a Florida limited partnership (as
successor in interest to Universal City Florida Partners, the "Partnership"), such
parties to be referenced individually as a "Party" and
collectively as the "Parties".

     

    RECITALS

     

    WHEREAS,
Steven Spielberg and the Partnership are parties to that certain Agreement,
dated as of January 20, 1987, and amended and/or modified as of January 5, 2001,
July 15, 2003 and March 30, 2006 (collectively, the "Agreement"), with
respect to Steven Spielberg rendering certain services to the Partnership as
creative consultant in connection with certain projects;

     

    WHEREAS
Steven Spielberg by letter dated February 27, 1989, has directed that all
payments to him by the Partnership under the Agreement be made to
DLP;

     

    WHEREAS,
DLP is currently receiving payments for the Florida Project and one Comparable
Project in Osaka, Japan;

     

    WHEREAS,
additional projects that could constitute Comparable Projects are currently
contemplated in Singapore, Dubai, *** and ***;

     

    WHEREAS,
subject to the terms and conditions set forth herein, the Parties agree to amend
the Agreement by way of this Amendment; and

     

    WHEREAS,
capitalized terms used but not defined in this Amendment shall have the meanings
ascribed to them in the Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:

     

     

    ARTICLE
I

     

    AMENDMENTS TO THE
AGREEMENT

     

    1.1 Amendments to the
Agreement.  Steven and the Partnership each hereby consents and
agrees that the Agreement is hereby amended as follows:

     

    
      	
              (a)  

            	
              The
      first sentence of Paragraph 11(b)
      of the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    "Subsequent
to the above three-year period as to the Florida Project and for all years
during the term of this agreement as to the Comparable Project in Osaka, Japan
known as Universal Studios Japan ("USJ"), DLP shall be
paid ***% of 100% of the gross revenues, gross rentals, sales price, etc.
instead of the above provided ***%."

     

    
      	
              (b)  

            	
              Paragraph 11(d)
      of the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    "DLP will
be entitled to quarterly accountings and payments based thereon within 45 days
from the end of each quarter.  On every June 30th during the term of
this Agreement (or, if not a Business Day (as used herein, "Business Day" means
any day that is not a Saturday, Sunday or other day on which commercial banks in
Orlando, Florida are authorized or required by law to remain closed), on the
next Business Day thereafter), (i) the Partnership will provide DLP with a
three-year projection of the payments projected to be owed to DLP under this
Agreement in respect of the Florida Project and (ii) Universal City Studios LLLP
d/b/a Universal Parks and Resorts ("UPR") will provide
DLP with a three-year projection of the payments projected to be owed to DLP
under this Agreement in respect of each Comparable Project.

     

    Such
projections will be based on management’s reasonable best estimates as to the
future performance of the Florida Project and such Comparable Projects at the
time prepared.  Steven acknowledges and agrees that such projections
are for informational purposes only and actual performance may differ
substantially from such projections.  Neither the Partnership nor UPR,
nor any guarantor of the Partnership’s obligations under this Agreement, shall
incur any liability with respect to such projections.  Steven shall
keep all such projections confidential pursuant to (i) Paragraph 25 of this
Agreement, (ii) that certain Confidentiality Agreement between DLP and UPR,
dated as of May 1, 2009 and (iii) that certain Confidentiality Agreement between
DLP and the Partnership, dated as of October 15, 2009."

     

    
      	
              (c)  

            	
              Paragraph 11(e)
      of the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    "Except
as provided in the remainder of this Paragraph 11e, the payment to DLP of ***%
of the Project’s revenues specified above in this Paragraph 11 shall, subject to
Paragraphs 13e and 14e, apply also to Comparable Projects in which Steven
becomes vested hereunder pursuant to Paragraph 12 while Steven has an obligation
to render consulting services hereunder (as the term of his obligation to render
consulting services may be extended pursuant to Paragraph 13).  "Gross
revenues" of a Comparable Project shall be defined as set forth in Exhibit "A",
as if the Partnership was the sole owner and operator of such Comparable
Project.  Notwithstanding the foregoing to the contrary, with respect
to any Comparable Project (other than USJ) in which DLP’s interest is vested
hereunder pursuant to Paragraph 12 while Steven has an obligation to render
consulting services hereunder (as the term of his obligation to render
consulting services may be extended pursuant to Paragraph 13) (and are not
exempted by Paragraphs 13e or 14e) and in which the Partnership and/or any
Affiliate(s) do(es) not own or control at least 50% of the equity thereof, in
lieu of all other sums provided above in this Paragraph 11, DLP shall receive a
participation in 100% of the gross revenues, gross rentals and sales price, etc.
of such Comparable Project equal to the greater of (i) ***% and (ii) the
percentage figure determined by multiplying *** times the ratio that the
Partnership’s (and/or any Affiliate’s) equity in such Comparable Project bears
to 50%.  For example, if the Partnership and/or any Affiliates own 45%
of the equity of a Comparable Project, then DLP shall receive ***% of 100% of
the gross revenues, gross rental, sales price, etc., of such Comparable
Project."

     

    
      	
              (d)  

            	
              Paragraph 12 of
      the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    "12.          Vesting.                      Steven
has earned the right to receive ***% of 100% of the gross revenues, gross
rentals, sales price, etc., from the Florida Project and from USJ, each as in
existence on the effectiveness of that certain Amendment to the Agreement (the
"2009
Amendment"), dated October 18, 2009 (such date of effectiveness, the
"2009 Amendment
Date") (which means that such compensation is "vested").  The
term "vest" and "vested" as hereinafter used in this Agreement means Steven
cannot be deprived of payments which are "vested" by reason of Steven’s death or
disability or by reason of Steven’s default.  Steven is also deemed
vested as of the 2009 Amendment Date in his right to receive the amounts set
forth in Paragraph 11e in connection with the Comparable Projects contemplated
as of the 2009 Amendment Date in Singapore, Dubai, *** and *** (the "Contemplated
Projects").  Steven’s right to compensation from any other
Comparable Project (other than USJ and the Contemplated Projects) under
Paragraph 11 shall vest with respect to each such Comparable Project if, on the
date when construction of such Comparable Project commences, as evidenced by
on-site physical work such as demolition, clearing or construction, Steven
continues to have an obligation to render consulting services hereunder, this
Agreement has not been terminated as a result of Steven’s material breach and
Steven is not then deceased or permanently and substantially mentally
disabled.  For the avoidance of doubt, nothing in this Agreement shall
obligate the Partnership or any of its Affiliates, or UPR, to proceed with the
development or opening of any Comparable Project (including but not limited to
the Contemplated Projects).  Also for the avoidance of doubt, the fact
that a Comparable Project has "vested", and therefore Steven cannot be deprived
of payments which are "vested" by reason of the events noted above, shall not in
and of itself mean that Steven has any right to receive compensation in respect
of such Comparable Project pursuant to Paragraph 14b.  Nothing set
forth herein deprives the Partnership of its right to damages (and its offset
and other rights at law or in equity, if any) in the event of Steven's material
breach hereof."

     

    
      	
              (e)  

            	
              Paragraph 13b
      is hereby amended by inserting the following sentence at the end
      thereof:

            


    

     

    "The
Partnership is deemed to have given Steven a timely written notice, pursuant to
and in accordance with Paragraph 13a, pursuant to which the Partnership has
declined to exercise its Extension Option for the Extension Year containing the
2009 Amendment Date, and Steven is deemed to have exercised Steven’s Option for
each year that he has the right to do so, whether or not written notice is given
as herein provided."

     

    
      	
              (f)  

            	
              The
      first sentence of Paragraph 14 of
      the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    "The
"Termination Date" is defined to be June 7, 2017."

     

    
      	
              (g)  

            	
              Paragraph 14(b)
      of the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    
      	
               
      

            	
              "(i)

            	
              Subject
      to this Paragraph 14b and Paragraph 14e, the Partnership will pay DLP, in
      accordance with the terms hereof, the fair market value of Steven's
      interest in the Florida Project and in all Comparable Projects which were
      vested pursuant to Paragraph 12 hereunder and open to the general public
      as of the date which is one year prior to the Stop Date (the "Put Payment"),
      which Put Payment will be determined in accordance with Exhibit D
      (Put Payment)
      attached hereto (the "Put Payment
      Formula").

            


    

     

    
      	
              (ii)  

            	
              At
      any time prior to the Stop Date (but in no event later than June 7, 2017)
      and solely with respect to the Florida Project and Comparable Projects
      opened to the general public for greater than one year at the time of
      election (the Florida Project and such Comparable Projects, collectively,
      the "Qualifying
      Projects"), DLP may make a one-time election by written notice (the
      "Interim
      Adjustment Election"), which shall be dated the date of delivery to
      the Partnership, to provide for the calculation of an amount which DLP may
      choose to receive in lieu of the Put Payment (the "Alternative
      Payment") if the Stop Date occurs on or before March 31, 2018;
      provided, however, that the
      calculation as to any such Qualifying Project which shall not have been
      opened to the general public at least three years when the Interim
      Adjustment Election is made (such Qualifying Project, a "Late Qualifying
      Project") shall occur as set forth below on the third anniversary
      of its opening to the general public (the "Late Qualifying
      Adjustment Date").  The Alternative Payment shall be
      calculated by adjusting the Applicable Discount Rate and the Applicable
      Base Payment (as such terms are defined in Exhibit D) set
      forth in the Put Payment Formula (the "Interim
      Adjustments") as of a date (the "Interim Adjustment
      Date") that is (i) for the Qualifying Projects (other than the Late
      Qualifying Projects), 90 days after date of the Interim Adjustment
      Election and (ii) for any Late Qualifying Project, the Late Qualifying
      Adjustment Date.  DLP’s election to receive the Alternative
      Payment in lieu of the Put Payment (the "Payment
      Election") shall be made within 10 Business Days after the amounts
      of the Put Payment and Alternative Payment are determined with respect to
      the Qualifying Projects that are not Late Qualifying Projects, and such
      Payment Election shall be required to apply to all but not less than all
      of the Qualifying Projects (including the Late Qualifying Projects) in
      connection with the calculation of the Put Payment or Alternative Payment,
      as the case may be.

            


    

     

    
      	
              (iii)  

            	
              In
      connection with the Interim Adjustment Election, the Interim Adjustments
      shall be applied to the Put Payment Formula in order to calculate the
      Alternative Payment as follows:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      Applicable Discount Rate for the Florida Project (as defined in Exhibit D) and
      the Applicable Discount Rate for a Comparable Project (as defined in Exhibit D) that
      is a Qualifying Project, as the case may be, shall be calculated as
      follows:

            


    

     

    two-thirds
(2/3) multiplied by (x)
the Applicable Discount Rate for the Florida Project on the Interim Adjustment
Date or (y) the Applicable Discount Rate for such Comparable Project on the
Interim Adjustment Date, as the case may be,

     

    plus

     

    one third
(1/3) multiplied by (x)
the Applicable Discount Rate for the Florida Project on the Stop Date or (y) the
Applicable Discount Rate for such Comparable Project on the Stop Date, as the
case may be; and

     

    
      	
               
      

            	
              (B)

            	
              the
      Applicable Base Payment for the Florida Project (as defined in Exhibit D) and
      the Applicable Base Payment for such Comparable Project (as defined in
      Exhibit
      D), as the case may be, shall be calculated as of the Interim
      Adjustment Date, rather than as of the Stop
  Date.

            


    

     

    
      	
              (iv)  

            	
              DLP's
      right to choose to receive, on the Stop Date, the Alternative Payment in
      lieu of the Put Payment shall be inapplicable if the Stop Date does not
      occur on or prior to March 31, 2018.  For the avoidance of
      doubt, in the event DLP receives the Alternative Payment, it is
      acknowledged that the Alternative Payment shall be calculated only with
      respect to the Qualifying Projects (including Late Qualifying Projects, if
      any), and DLP will have no interest of any kind in, or right to receive
      any compensation whatsoever with respect to, any Comparable Projects that
      are not Qualifying Projects or Late Qualifying Projects, nor will Steven
      have any further obligation to render consulting services on any such
      Comparable Project that is not a Qualifying Project or Late Qualifying
      Project (regardless of whether such Comparable Project that is not a
      Qualifying Project or Late Qualifying Project opened to the general public
      more or less than one year before the Stop Date, or opened to the general
      public anytime after the Stop
Date).

            


    

     

    
      	
              (v)  

            	
              If
      DLP receives the Put Payment (and not the Alternative Payment) set forth
      in clause (i) above, and on the Stop Date any Comparable Project
      (including any Contemplated Project) which has vested hereunder, has been
      opened to the general public as of the date which is one year prior to the
      Stop Date, and has not then been opened to the general public for at least
      3 years prior to the Stop Date, the Put Payment with respect to such
      Comparable Project shall occur within 10 Business Days following the date,
      if any, that such Comparable Project has been opened to the general public
      for 3 years (it being understood that the Applicable Base Payment and the
      Applicable Discount Rate for any such Comparable Project shall be
      calculated as of the date that such Comparable Project has been opened to
      the general public for 3 years, and not as of the Stop Date), and DLP
      shall continue to receive its quarterly compensation payments pursuant to
      Paragraph 11 hereunder on such Comparable Project until such Put Payment
      is made."

            


    

     

    
      	
              (h)  

            	
              The
      last two sentences of Paragraph 15 of
      the Agreement are hereby amended and restated in their entirety to read as
      follows:

            


    

     

    "If the
Partnership and/or its Affiliates transfer ownership of their equity interests,
if any, in the Florida Project and any then-existing Comparable Projects as a
unit to a new owner, provided that as of the date of such change of ownership,
the financial condition of the new owner reasonably appears to Steven to be
sufficiently strong to enable the new owner to comply with its obligations to
Steven and such new owner assumes for Steven’s benefit all of the Partnership’s
obligations to Steven in writing, Steven will look solely to the new owner for
any obligations accruing or arising after said date and the guarantees by MCA
Inc. and Cineplex Odeon Corporation, as well as, in the event the transfer
occurs after June 7, 2017, the guarantee by NBC Universal, Inc. ("NBCU"), referred to
in Paragraph 22 will terminate.  Except as set forth above, no
transfer of ownership shall affect the rights and obligations of the
parties."

     

    
      	
              (i)  

            	
              The
      reference to "Paragraph 14b" in the seventh sentence of Paragraph 16 of
      the Agreement is hereby deleted and replaced with "Paragraph
      20".

            


    

     

    
      	
              (j)  

            	
              Paragraph 20 of
      the Agreement is hereby amended by inserting the following sentence at the
      end thereof:

            


    

     

    "In the
event either Steven or the Partnership commences any such arbitration against
the other party with respect to this Agreement, the parties agree that the
prevailing party (as determined by the arbitral panel before whom such
proceeding is commenced) shall be entitled to recover reasonable attorneys' fees
and costs as may be incurred in connection therewith in addition to any such
other relief or award as may be granted."

     

    
      	
              (k)  

            	
              Paragraph 22 of
      the Agreement is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    "22.           Guarantees and Security;
Powers of Attorney; Costs of Perfection.

     

    a.           Guarantees.  Credit
support for the Partnership's obligations hereunder will be provided (i) by a
joint and several Guarantee, dated November 4, 1988, of MCA, Inc. and Cineplex
Odeon Corporation and (ii) by the Guarantee (the "NBCU Guarantee"),
dated October 18, 2009, of NBCU attached as Appendix B to the
2009 Amendment.

     

    b.           Security.  Credit
support for the Partnership's obligations hereunder will also be provided
pursuant to security documentation executed and delivered in conformity with
Paragraphs 3.1(b) and (c) to the 2009 Amendment, by which, among other things,
the Partnership's obligations arising in respect of the Florida Project shall be
secured by a perfected junior security interest and mortgage lien on the
Partnership's tangible personal and real property included in the Florida
Project, which security interest and mortgage lien will apply to the property
described in, and shall have the terms and be subordinated and junior to the
extent set forth in, Paragraphs 3.1(b) and (c) of the 2009
Amendment.

     

    The
security documentation securing the Partnership's obligations arising in respect
of the Florida Project will not restrict the Partnership's ability to operate,
manage, alter or sell any or all of the property representing collateral or
contain any covenants or obligations, other than to grant and perfect for
Steven's benefit a security interest in the enumerated classes of
property.

     

    The
parties agree that the security interest and mortgage lien with respect to the
Florida Project granted to Steven pursuant to Paragraphs 3.1(b) and (c) of the
2009 Amendment will by their terms terminate and be released in full at such
time that the senior liens contemplated by such Paragraphs 3.1(b) and (c) of the
2009 Amendment is released, provided that at that time no other security
interest and mortgage lien in the Florida Project shall have been granted by the
Partnership to any other lender.  The security interest and mortgage
lien would not be released under circumstances where Steven is seeking to
realize against the collateral and the senior lien contemplated by such
Paragraphs 3.1(b) and (c) of the 2009 Amendment is released as a result of the
application of proceeds of realization against the collateral.  Under
such circumstances, the junior security interest and mortgage lien will be
released on the collateral foreclosed upon, but not on collateral that is not
foreclosed upon (and not on any proceeds of foreclosure remaining after payment
in full of any prior obligations).

     

    If after
the release of the liens granted to Steven, the Partnership subsequently grants
to any lender a security interest with respect to property included in the
Florida Project, the Partnership will at that time grant to Steven a junior
security interest and mortgage lien with respect to such property to the extent
it includes the tangible personal and real property of the type included in the
previously released junior security interest and mortgage lien as described and
subject to the terms set forth above and in Paragraphs 3.1(b) and (c) of the
2009 Amendment; provided, however, that if the
subsequent security interest and mortgage lien is a purchase money lien limited
to the property being purchased, then no such junior security interest shall be
required.  For the avoidance of doubt, such terms include those set
forth in Appendix
C to the 2009 Amendment.  Also, it is agreed that any existing
or subsequent senior secured debt may not exceed in the aggregate the greater of
$975 million and an amount equal to the product of 3.75 times the EBITDA of the
Partnership (determined at the time of the incurrence of any term loans or at
the time of increasing any revolving commitments or at the time of incurring any
other senior secured debt, as the case may be, with "EBITDA" being defined in
and calculated pursuant to the relevant provisions of the senior secured credit
facilities referenced in Paragraph 3.1(c) of the 2009 Amendment).

     

    The
parties agree that the security interest and mortgage lien with respect to the
Florida Project granted to Steven pursuant to Paragraphs 3.1(b) and (c) of the
2009 Amendment will contain self-executing provisions that state that, in the
event of the release of any collateral from the lien of any security interest
and/or mortgage securing the Partnership’s then-existing senior secured credit
facilities, the same collateral, if encumbered by any security interest and/or
mortgage lien with respect to the Florida Project granted to Steven pursuant to
Paragraphs 3.1(b) and (c) of the 2009 Amendment, will automatically be deemed to
be released therefrom.  Such self-executing automatic release
provisions shall be in addition to, not in lieu of, the powers of attorney
described in Paragraph 3.1(c) of the 2009 Amendment, and shall not derogate from
the powers of the attorneys-in-fact under such powers of attorney.  In
the event the Partnership determines to issue Incremental Obligations (as
defined in the Appendix C to the
2009 Amendment), then Steven will enter into an intercreditor agreement and
provide a power of attorney with respect to such Incremental Obligations having
substantive terms comparable to and based on those set forth in Appendix C to the
2009 Amendment and Paragraph 22c below.

     

    c.           Powers of
Attorney.                                Referring
to the General Power of Attorney described in Appendix C to the
2009 Amendment, Steven shall, from time to time, as applicable, provide a power
of attorney having similar terms for any agent which shall succeed any agent
acting for the benefit of the first lien secured parties and for any such agent
in any subsequent senior financing described above, within 10 days of being
furnished with a form of power of attorney for execution.

     

    Furthermore,
in addition to the General Power of Attorney described in Appendix C to the
2009 Amendment, Steven shall provide, on or before the 2009 Amendment Date, and
from time to time thereafter (within 10 days of being furnished with a form of
power of attorney for execution), as applicable in the case off successors, an
irrevocable, unconditional and recordable General Power of Attorney in favor of
NBCU (and its successors as guarantors under the NBCU Guarantee), pursuant to
which Steven shall authorize NBCU (and its successors as guarantors under the
NBCU Guarantee) to execute and record, in the name and on behalf of Steven, (i)
a release (x) each time that the first lien secured parties execute and record a
similar such release or (y) in connection with any sale or transfer, in whole or
in part, of any or all of the real or personal property in which a collateral
interest is granted pursuant to this Paragraph 22, and (ii) a subordination (x)
each time that the first lien secured parties execute and record a similar such
subordination or (y) in connection with any refinancing, in whole or part, of
the senior security interests and mortgage liens encumbering the Florida Project
or any portion thereof or interest therein.

     

    d.           Costs of
Perfection.                                The
Partnership shall bear the cost to perfect the security interest and mortgage
lien granted pursuant to this Paragraph 22b, including, without limitation,
mortgage recording taxes and other filing fees, but the parties shall otherwise
be obligated, subject to Paragraph 20, for their own costs and expenses,
including without limitation, legal fees and expenses."

     

    
      	
              (l)  

            	
              The
      Agreement is hereby amended by inserting the following Paragraph 26
      after Paragraph
      25 of the Agreement as
follows:

            


    

     

    "26.           Notices.  All
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail, or sent by telecopy, as follows:

     

    (i) if to
the Partnership, to it at Universal City Development Partners, Ltd., 1000
Universal Studios Plaza, Orlando, Florida 32819, Attention: Chief Financial
Officer, Telecopier No.: (407) 224-6740, with a copy to
Universal City Development Partners, Ltd., 1000 Universal Studios Plaza,
Orlando, Florida 32819, Attention: Vice President, Legal Affairs, Telecopier
No.: (407) 363-8219, with a copy to NBC
Universal, Inc., 30 Rockefeller Plaza, New York, NY 10012, Attention of Christy
Rupert Shibata, Executive Vice President, Financial Planning and Analysis,
Telecopier No.: (212) 664-5251), with a copy to NBC
Universal, Inc., 30 Rockefeller Plaza, New York, NY  10112, Attention
of Scott Seeley, Senior Vice President, Corporate & Transactions Law,
Telecopier No.: (212) 664-2147); and

     

    (ii) if
to Steven, at Gang Tyre Ramer and Brown, Inc., 132 S Rodeo Dr., Beverly Hills,
CA 90212, Attention of Bruce Ramer and Harold Brown, Telecopier Nos. (telecopy
to be sent to both numbers): (310) 777-7000 and (310) 777-7005, with a copy to
Breslauer, Rutman and Anderson, 11400 West Olympic Blvd, Suite 550, Los Angeles,
CA 90064-1551, Attention of Gerald Breslauer and Mickey Rutman, Telecopier Nos.
(telecopy to be sent to both numbers): (310) 481-3601 and (310)
481-3615.

     

    Each
party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other party.  All notices
and other communications given in accordance with the provisions of this
Agreement will be deemed to have been given on the date of
receipt."

     

     

    ARTICLE
II                                

     

    REPRESENTATIONS AND
WARRANTIES

     

    2.1 Representations and
Warranties of DLP.  DLP represents and warrants to the
Partnership as follows:

     

    
      	
              (a)  

            	
              DLP
      is duly organized and existing in good standing under the laws of the
      state of its organization with full power and authority to enter into this
      Amendment;

            


    

     

    
      	
              (b)  

            	
              this
      Amendment constitutes the legal, valid and binding obligation of Steven,
      enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and subject to the general
      powers of a court of equity; and

            


    

     

    
      	
              (c)  

            	
              the
      execution and performance of this Amendment by DLP does not and will not
      violate any provision of, or constitute a default under or breach of, any
      agreement or instrument, order, arbitration award, judgment or decree to
      which DLP, as applicable, is a party or by which any of  DLP’s
      assets is bound.

            


    

     

    2.2 Representations and
Warranties of the Partnership.  The Partnership represents and
warrants to Steven as follows:

     

    
      	
              (a)  

            	
              the
      Partnership is duly organized and existing in good standing under the laws
      of the state of its organization with full power and authority to enter
      into this Amendment;

            


    

     

    
      	
              (b)  

            	
              this
      Amendment constitutes the legal, valid and binding obligation of the
      Partnership, enforceable in accordance with its terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium or similar
      laws affecting the rights of creditors generally and subject to the
      general powers of a court of equity;
and

            


    

     

    
      	
              (c)  

            	
              the
      execution and performance of this Amendment by the Partnership does not
      and will not violate any provision of, or constitute a default under or
      breach of, any agreement or instrument, order, arbitration award, judgment
      or decree to which the Partnership is a party or by which any of its
      assets is bound.

            


    

     

     

    ARTICLE
III

     

    CONDITIONS
TO EFFECTIVENESS

    


    3.1 Conditions.  This
Amendment and the Guarantee dated as of the date hereof attached hereto in the
form of Appendix
B hereto (the "NBCU Guarantee") made
by NBC Universal, Inc. ("NBCU") for the
benefit of Steven, shall not become effective until the following conditions are
satisfied:

     

    
      	
              (a)  

            	
              Each
      of the parties to this Amendment and the NBCU Guarantee (or their counsel)
      shall have received counterparts of this Amendment and the NBCU Guarantee
      executed by the other parties thereto. Delivery of an executed counterpart
      of a signature page of this Amendment or the NBCU Guarantee by facsimile
      or electronic transmission will be effective as delivery of a manually
      executed counterpart thereof.

            


    

     

    
      	
              (b)  

            	
              In
      order to secure the Partnership's obligations in respect of the Florida
      Project, the Partnership and Steven shall have executed and delivered (i)
      documentation granting Steven a security interest in, and a mortgage lien
      on, the tangible personal and real property assets of the Partnership
      included in the Florida Project, which documentation and security
      interests and mortgage liens shall have the terms contemplated by the
      Intercreditor Agreement referred to below and (ii) Steven shall have
      provided the powers of attorney referred to in Paragraph 22c of the
      Agreement (as amended) and Appendix C
      attached hereto.

            


    

     

    
      	
              (c)  

            	
              Steven
      and the agent for the Partnership’s senior secured credit facilities shall
      have executed and delivered an intercreditor agreement on terms as
      provided in Appendix C to
      this Amendment (the "Intercreditor
      Agreement").

            


    

     

    
      	
              (d)  

            	
              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.

            


    

     

    3.2 Agreement to
Facilitate. Each of the parties hereto hereby agrees to exercise all
commercially reasonable efforts to cause the conditions set forth in Paragraph
3.1 above to be satisfied as promptly as possible, it being understood that the
Partnership has no obligation to satisfy the condition set forth in Paragraph
3.1(b) or Paragraph 3.1(d) above on terms that are not acceptable to
it.

     

     

    ARTICLE
IV

     

    MISCELLANEOUS

     

    4.1 Governing
Law.  THIS
AMENDMENT SHALL BE
INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

     

    4.2 Paragraph
Headings.  The paragraph titles contained in this Amendment are
included for convenience only and are without substantive meaning or content and
are not a part of the agreement between the Parties hereto.

     

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

     

    [Remainder of page intentionally left
blank. Signature pages to follow.]

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their duly
authorized officers as of the Amendment Date first above written.

     

    


    _/s/
Steven Spielberg______

    STEVEN
SPIELBERG

    


    


    DIAMOND LANE PRODUCTIONS,
INC.

    


    


    
      	
               
      

            	
              By:  /s/ Steven
    Spielberg

            


    

    
      	
               
      

            	
              Name:
      Steven
      Spielberg

            


    

    
      	
               
      

            	
              Title: 
      President          
                   
      

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    UNIVERSAL
CITY DEVELOPMENT PARTNERS, LTD.

    


    


    
      	
               
      

            	
              By:

            	
              Universal
      City Florida Holding Co. II, General
Partner

            


    

    


    
      	
               
      

            	
              By:

            	
              Universal
      City Property Management II LLC, General
Partner

            


    

    


    
      	
               
      

            	
              By:  /s/ Thomas
    Williams

            


    

    
      	
               
      

            	
              Name:
      Thomas Williams   
      

            


    

    
      	
               
      

            	
              Title:
      Chairman and
      CEO

            


    

    


    
      	
               
      

            	
              By:

            	
              Blackstone
      UTP Capital LLC, General Partner

            


    

    


    
      	
               
      

            	
              By:  /s/ Peter
      Wallace         
      

            


    

    
      	
               
      

            	
              Name:
      Peter
      Wallace        
      

            


    

    
      	
               
      

            	
              Title:
      President and
      Treasurer

            


    

    


    
      	
               
      

            	
              By:

            	
              Blackstone
      UTP Capital A LLC, General Partner

            


    

    


    
      	
               
      

            	
              By:  /s/ Peter
      Wallace         
      

            


    

    
      	
               
      

            	
              Name:
      Peter
      Wallace        
      

            


    

    
      	
               
      

            	
              Title:
      President and
      Treasurer

            


    

    


    


    
      	
               
      

            	
              By:

            	
              Blackstone
      UTP Offshore Capital LLC, General
Partner

            


    

    


    
      	
               
      

            	
              By:  /s/ Peter
      Wallace         
      

            


    

    
      	
               
      

            	
              Name:
      Peter
      Wallace        
      

            


    

    
      	
               
      

            	
              Title:
      President and
      Treasurer

            


    

    


    
      	
               
      

            	
              By:

            	
              Blackstone
      Family Media III LLC, General
Partner

            


    

    


    
      	
               
      

            	
              By:  /s/ Peter
      Wallace         
      

            


    

    
      	
               
      

            	
              Name:
      Peter
      Wallace        
      

            


    

    
      	
               
      

            	
              Title:
      President and
      Treasurer

            


    

    


    


    We agree
to provide the reports to be provided by us pursuant to Paragraph 11d of the
Agreement.

    


    


    UNIVERSAL
CITY STUDIOS LLLP

    d/b/a
Universal Parks and Resorts ("UPR")

    


    


    By:  /s/ Thomas
Williams             


    Name:
Thomas
Williams             


    Title:
Executive Vice President, Chairman and Chief Executive
Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Universal
Studios, Inc., as successor-in-interest to MCA Inc., reaffirms, as of October
__, 2009, its obligations under the Guarantee, dated November 4, 1988, executed
by MCA Inc. and Cineplex Odeon Corporation.

    


    


    UNIVERSAL
STUDIOS, INC.

    


    


    By:  /s/ Lynn
Calpeter           


    Name:
Lynn Calpeter

    Title:
Executive Vice President and Chief Financial Officer

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A

    to
the Amendment

    


    
      	
               
      

            	
              Exhibit
      D to the Agreement

            


    

    Put
Payment

    


    The Put
Payment will be calculated based on the following formula.  There will
be a separate Put Payment calculation for the Florida Project and for each
eligible Comparable Project.  The total Put Payment will equal the sum
of the Put Payments for the Florida Project and for each eligible Comparable
Project:

    


    Formula:

    


    
      	
              Put
      Payment =

            	
              Applicable

              Base
      Payment

            	
              X

            	
              Cap
      Rate

            


    

    


    where

     

    


    
      	
              Cap
      Rate =

            	
              (1+
      Applicable Growth Rate)

            
	
              (Applicable
      Discount Rate – Applicable Growth
Rate)

            


    

    


     

    Definitions:

    


    Applicable Base
Payment for the Florida Project:  The Applicable Base
Payment for the Florida Project will equal the higher of (a) the sum of the
amounts paid to DLP under the Agreement in respect of the Florida Project over
the last *** quarters prior to the Stop Date, divided by ***, and (b) the sum of
the amounts paid to DLP under the Agreement in respect of the Florida Project
over the last *** quarters prior to the Stop Date, divided by ***.

    


    Applicable
Discount Rate for the Florida Project: The Applicable Discount
Rate for the Florida Project will equal the most recent yield, prior to the Stop
Date, on the Stripped Principal of U.S. Treasury Bonds with a maturity closest
to 10 years, as quoted by Bloomberg, or if unavailable, a similar source, plus a
risk premium of *** percent.

    


    Applicable Growth
Rate for the Florida Project:  The Applicable Growth Rate for
the Florida Project will equal ***%.

    


    Applicable Base
Payment for a Comparable Project:  The Applicable Base Payment
for a Comparable Project will equal the higher of (a) the sum of the amounts
paid to DLP under the Agreement in U.S. Dollars in respect of such Comparable
Project over the last *** quarters prior to the Stop Date, divided by ***, or
(b) the sum of the amounts paid to DLP under the Agreement in U.S. Dollars in
respect of such Comparable Project over the last *** quarters prior to the Stop
Date, divided by ***.  Comparable Projects which were vested pursuant
to Paragraph 12 of the Agreement, but not opened to the general public, as of
the date which is three years prior to the Stop Date, will be valued at the date
that is three years after the opening date thereof, and the calculation of the
Applicable Base Payment with respect to such a Comparable Project will be made
as of such date, in an amount equal to the sum of the amounts paid to DLP under
the Agreement in U.S. Dollars in respect of such Comparable Project over the
last *** quarters prior to such date, divided by ***.  DLP shall
continue to receive its quarterly compensation payments pursuant to Paragraph 11
of the Agreement on such Comparable Project until the Put Payment is made with
respect to such Comparable Project.  DLP will not be entitled to any
further payments under the Agreement after the Put Payment.

    


    Applicable
Discount Rate for a Comparable Project:  The Applicable
Discount Rate for a Comparable Project will equal the most recent yield, prior
to the Stop Date, on the senior-most notes with a maturity closest to 10 years,
issued directly by the national government of the country where the Comparable
Project is located, as quoted by Bloomberg, or if unavailable, a similar source,
plus a risk premium of (i) *** percent if such Comparable Project is located
outside the United States or (ii) *** percent if such Comparable Project is
located in the United States.

    


    Applicable Growth
Rate for a Comparable Project:  The Applicable Growth Rate for
a Comparable Project will equal ***%.

    


    Example Calculation –
Florida Project:

    


    
      	
              Hypothetical
      Calculation Date

            	
              10/9/2009

            
	 
      
	
              Applicable
      Base Payment:

            	 
      
	
              Last
      *** Quarters Payments to Diamond Lane

            	
              [$***]

            
	
              Divided
      by ***

            	
              ***

            
	
              Applicable
      Base Payment for the Florida Project

            	
              [$***]

            
	 
      
	
              Applicable
      Discount Rate:

            	 
      
	
              Yield
      on 10-Year U.S. Treasury Bond

            	
              [***%]

            
	
              Risk
      Premium

            	
              ***%

            
	
                   Applicable
      Discount Rate

            	
              ***%

            
	 
      
	
              Applicable
      Growth Rate:

            	
              ***%

            
	
               

            	 
      
	 
      
	
              Put
      Payment Value:

            
	
              [$

              ***]     *

            	
              (1+
      ***)

            	
              =
      [$

              ***]

            
	
              (***
      – ***)

            
	 
      	 
      
	 
      	 
      


    

    


    


    Example Calculation –
Japan:

    


    
      	
              Hypothetical
      Calculation Date

            	
              10/9/2009

            
	 
      
	
              Applicable
      Base Payment:

            	 
      
	
               

              Last
      *** Quarters Payments to Diamond Lane in U.S. Dollars

            	
               

              [$***]

            
	
               

               Divided
      by ***

            	
              ***

            
	
               

              Applicable
      Base Payment for Japan

            	
               

              [$***]

            
	 
      
	
              Applicable
      Discount Rate:

            	 
      
	
               

              Yield
      on 10-year Japanese Government Bond

            	
              ***%

            
	
              Risk
      Premium

            	
              ***%

            
	
                   Applicable
      Discount Rate

            	
              ***%

            
	 
      
	
              Applicable
      Growth Rate:

            	
              ***%

            
	 
      	 
      
	 
      
	
              Put
      Payment Value:

            
	
              [$

              ***]     *

            	
              (1+
      ***)

            	
              =
      [$

              ***]

            
	
              (***
      – ***)

            
	 
      	 
      
	 
      	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
B

    to
the Amendment

     

    

      GUARANTEE

       

      GUARANTEE
(this “Guarantee”),
dated as of October 18, 2009, by NBC UNIVERSAL, INC., a Delaware corporation
(with its successors, the “Guarantor”) for the benefit of
Steven Spielberg, in his personal capacity, and Diamond Lane Productions, Inc.,
a California corporation ("DLP" and, together with Steven
Spielberg, "Steven" or
the "Beneficiary").

       

      WHEREAS,
under an Agreement, dated as of January 20, 1987, between Universal City
Development Partners, Ltd., a Florida limited partnership (as successor in
interest to Universal City Florida Partners, "UCDP") and Steven Spielberg,
as amended and/or modified as of February 5, 2001, July 15, 2003 and March 30,
2006, and as being amended on the date hereof (collectively, the "Agreement"), UCDP has certain
payment obligations to DLP; and

       

      WHEREAS,
Steven Spielberg is obligated to provide his personal services to the
Partnership pursuant to the Agreement and, by letter dated January 27, 1989, has
directed that all payments to him by the Partnership under the Agreement be made
to DLP.

       

      NOW,
THEREFORE, for consideration, the receipt and sufficiency of which is hereby
acknowledged, the Guarantor is willing to enter into this Guarantee, and
therefore agrees as follows:

       

      1. The Guarantee.  The
Guarantor hereby guarantees, in accordance with the terms hereof, to Steven the
full and punctual payment when due under the Agreement of each Guaranteed
Obligation, as hereinafter defined.  “Guaranteed Obligations” means
all amounts payable by UCDP to Steven pursuant to the terms of the
Agreement.

       

      2. Guarantee
Terms.  The Guarantor waives acceptance, demand, notice of
acceptance, and all other notices to which it may be entitled.  No
modification of the Agreement and no indulgence or change in terms of
performance under the Agreement shall release the Guarantor from this
guarantee.  Steven may fail to obtain or continue or perfect or
continue the perfection of any security interest or lien in any collateral or
release any collateral from any lien or any security interest without reducing
or affecting the liability of the Guarantor.  Steven may proceed
against it for payment of the Guaranteed Obligations under the Agreement without
taking any action against UCDP or any other party, or proceeding against or
applying any security Steven may hold.  The Guarantor consents to be
joined as party to any arbitration conducted pursuant to the Agreement and that
judgment on any award in any such arbitration may be enforced against the
Guarantor in any court of competent jurisdiction.

       

      3. Demand for Payment under
Guarantee.  Notwithstanding anything to the contrary herein, a
demand for payment against the Guarantor hereunder shall be made pursuant to the
following sequence of events and subject to the following procedures and
requirements:

       

      (i) First, 5 Business Days shall
have expired after demand for payment upon UCDP is made by Steven with notice to
the Guarantor; the payment by UCDP shall then be due under the Agreement and
such payment shall not have been made by UCDP within such 5- Business Day
period;

       

      (ii) Second, after the expiration
of the foregoing 5- Business Day period, an additional 20 Business Days shall
have expired after demand for payment upon each of (i) Universal Studios, Inc.
(as successor to MCA Inc. (in such capacity, “Universal Studios”) under the
Guarantee dated as of November 4, 1988 (the “Original Guarantee”) executed
by MCA Inc. and Cineplex Odeon Corporation ("Cineplex")), and (ii)
Cineplex, is made by Steven, in each case, with notice to the Guarantor; the
payment by each of Universal Studios and Cineplex shall then be due under the
Original Guarantee, and such payment shall not have been made by Universal
Studios and/or Cineplex within such 20- Business Day period; and

       

      (iii) Third, upon failure by UCDP,
Universal Studios and/or Cineplex to pay amounts equal to the Guaranteed
Obligation in accordance with the foregoing clauses (i) and (ii) and the
expiration of the foregoing periods, the Guarantor shall, within 20 Business
Days after a subsequent written demand by Steven identifying (x) the amount not
so paid, (y) the applicable provisions of the Agreement which provide for the
payment and (z) the expiration of the time periods and satisfaction of the
requirements set forth in clauses (i) and (ii) above, pay any such unpaid
amounts to Steven at the place and in the manner specified in the written
demand.

       

      As used
in this Section
3, "Business Day"
means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain
closed.

       

      4. Steven
Agreement.  Steven will give the Guarantor not less than 10
days’ prior written notice of any written amendment to the Agreement which
increases or advances UCDP's payment obligations thereunder, provided that (a)
the failure to give such notice shall not void Guarantor’s obligation and (b) if
Steven does not give such notice, Guarantor’s Guaranteed Obligations hereunder
shall not be greater than its Guaranteed Obligations were without such
amendment.

       

      5. Subrogation.  Upon
Steven receiving payment in full of the Guaranteed Obligations hereunder, the
Guarantor shall be subrogated to, and Steven hereby assigns to the Guarantor
(without recourse or warranty, express or implied), Steven's rights against UCDP
and against any other party which shall have provided to Steven a guaranty with
respect to such Guaranteed Obligations, and Steven will, at the sole expense of
the Guarantor, execute and deliver to the Guarantor such documents as the
Guarantor shall reasonably request to evidence such subrogation and
assignment.

       

      6. Representations and
Warranties.  The Guarantor represents and warrants to the
Beneficiary that:

       

      (a) the
Guarantor is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization;

       

      (b) the
execution, delivery and performance by the Guarantor of this Guarantee are
within the Guarantor’s corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action;

       

      (c) this
Guarantee has been duly executed and delivered by the Guarantor and constitutes
a legal, valid and binding obligation of the Guarantor, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law;

       

      (d) the
execution, delivery and performance of this Guarantee (i) do not require any consent
or approval of, registration or filing with, or other action by, any
governmental authority, except such as have been obtained and are in full force
and effect, and (ii) will
not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Guarantor or any order of any court or
governmental authority.

       

      7. Notices.  All
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail, or sent by telecopy, as follows:  (i) if to the
Guarantor, to it at NBC Universal, Inc., 30 Rockefeller Plaza, New York, NY
10012, Attention of Christy Rupert Shibata, Executive Vice President, Financial
Planning and Analysis (Telecopier No. (212) 664-5251), with a copy to NBC
Universal, Inc., 30 Rockefeller Plaza, New York, NY  10112, Attention
of Scott Seeley, Senior Vice President, Corporate & Transactions Law
(Telecopier No. (212) 664-2147) and (ii) if to Steven, at Gang Tyre Ramer and
Brown, Inc., 132 S Rodeo Dr., Beverly Hills, CA 90212, Attention of Bruce Ramer
and Harold Brown, Telecopier Nos. (telecopy to be sent to both numbers): (310)
777-7000 and (310) 777-7005, with a copy to
Breslauer, Rutman and Anderson, 11400 West Olympic Blvd, Suite 550, Los Angeles,
CA 90064-1551, Attention of Gerald Breslauer and Mickey Rutman, Telecopier Nos.
(telecopy to be sent to both numbers): (310) 481-3601 and (310)
481-3615.  Each party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other
party.  All notices and other communications given in accordance with
the provisions of this Guarantee will be deemed to have been given on the date
of receipt.

       

      8. No Waiver.  No
failure or delay by either party in exercising any right, power or privilege
under this Guarantee shall operate as a waiver thereof by such party nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.

       

      9. Amendments and
Waivers.  Any provision of this Guarantee may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Beneficiary and the Guarantor.

       

      10. Successors and
Assigns.  This Guarantee shall be binding upon the Guarantor
and its successors and assigns, for the benefit of Steven and its successors and
permitted assigns, except that the Guarantor may not transfer or assign any or
all of its rights or obligations hereunder without the prior written consent of
Steven.

       

      11. Governing
Law.  This Guarantee shall be construed in accordance with and
governed by the law of the State of New York.

       

      12. Attorneys Fees.  In
the event either Steven or the Guarantor commences any proceeding against the
other party with respect to this Guarantee, the parties agree that the
prevailing party (as determined by the authority before whom such proceeding is
commenced) shall be entitled to recover reasonable attorneys' fees and costs as
may be incurred in connection therewith in addition to any such other relief as
may be granted.

       

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

       

      [Remainder of Page Intentionally Left
Blank]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Guarantee to be duly
executed by their respective authorized officers as of the day and year first
above written.

       

      NBC
UNIVERSAL, INC.

      


      


      By: /s/
Lynn Calpeter

            Name:
Lynn Calpeter

            Title:
Executive Vice President and Chief Financial Officer

      


      


      Agreed to
and accepted as of the date

      first
written above by:

      


      


      /s/
Steven Spielberg

      STEVEN
SPIELBERG

      


      


      DIAMOND
LANE PRODUCTIONS, INC.

      


      


      By:_/s/
Steven Spielberg

            Name:
Steven Spielberg

            Title:
President




    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
 

    

    
      Appendix
C to the Amendment

       

      


       

      Universal City Development
Partners, Ltd.

       

      Intercreditor
Agreement

       

      Summary of Principal Terms
and Conditions

       

      
        	
                Certain Definitions:

              	
                “Company”
      means Universal City Development Partners, Ltd.

              
	 
      	
                “First
      Lien Obligations” means all obligations of the Company and any subsidiary
      guarantor (a “Guarantor”) in respect of the Amended and Restated Credit
      Agreement dated as of [_], 2009(the "Credit Agreement") together with any
      interest swap agreement, letter of credit reimbursement agreement, cash
      management agreement or other agreement related to customary bank products
      (if and to the extent permitted under such Credit Agreement to be pari
      passu therewith), and (subject to the limitations specified below) any
      amendment, restatement or other modification thereof and any refinancing
      thereof or replacement therefor (collectively, the “Senior Credit
      Facility”)

              
	 
      	
                “First
      Lien Secured Parties” means the holders of the First Lien
      Obligations.

              
	 
      	
                “Second
      Lien Obligations” means all obligations of the Company in respect of the
      Florida Project, as defined in, and arising under the consulting agreement
      dated as of January 20, 1987 between the Company and Steven Spielberg (as
      amended and in effect from time to time, subject to the limitations
      specified below).

              
	 
      	
                “Second
      Lien Secured Parties” means the payee or payees of the Second Lien
      Obligations from time to time.

              
	 
      	
                “Secured
      Parties” means the First Lien Secured Parties and Second Lien Secured
      Parties, collectively, and “Secured Party” means any one of
      them.

              
	
                Priority of Liens/Prohibition on Contesting
      Liens:

              	
                So
      long as any of the First Lien Obligations are outstanding, the liens
      securing the Second Lien Obligations shall be junior and subordinated in
      all respects to the liens securing the First Lien
      Obligations.  No Secured Party shall contest the priority,
      validity or enforceability of any lien held by or on behalf of any other
      Secured Party.  The Intercreditor Agreement shall recite that
      the liens securing the Second Lien Obligations shall be subordinated only
      to (i) the liens securing the First Lien Obligations, (ii) liens permitted
      by and prior to the First Lien Obligations, (iii) liens permitted under
      the Senior Credit Facility as incremental secured debt with respect to all
      outstanding term loans, first lien notes and indebtedness pursuant to any
      second lien facility (collectively, the "Incremental Obligations") and
      (iv) liens that have priority by law, and to no other
      liens.  The Intercreditor Agreement will provide that the First
      Lien Obligations and the Incremental Obligations will not be incurred in
      an aggregate amount in excess of the Secured Debt Limit (as defined
      below).

              
	
                No New Liens/Similar Liens:

              	
                The
      Collateral securing the First Lien Obligations and the Collateral securing
      the Second Lien Obligations shall be identical insofar as such Collateral
      is comprised of tangible personal and real property owned by the Company,
      but the Collateral for the Second Lien Obligations excludes other types or
      forms of Collateral granted to secure the First Lien Obligations,
      including the Company's intellectual property.  The liens with
      respect to the Collateral securing the First Lien Obligations and the
      Second Lien Obligations shall be granted pursuant to separate security
      documentation.  So long as any of the First Lien Obligations are
      outstanding, neither the Company nor any of its subsidiaries shall (i)
      grant or permit any additional liens on any asset or property to secure
      the Second Lien Obligations unless it has granted a senior lien on such
      assets or property to secure the First Lien Obligations, or (ii) grant or
      permit any additional liens on any asset or property in the applicable
      asset classes to secure the First Lien Obligations unless it has granted a
      junior lien on such assets or property to secure the Second Lien
      Obligations, other than with respect to assets or property as to which the
      Company may be prohibited from granting a junior lien to secure the Second
      Lien Obligations.

              
	
                Enforcement:

              	
                After
      the expiration of the Standstill Period (180 days from the date of a
      default under the First Lien Obligations and the Second Lien Obligations
      which has continued beyond the expiration of all applicable grace or cure
      periods, if any), the Second Lien Secured Parties may exercise any of
      their rights or remedies with respect to the Collateral unless the First
      Lien Secured Parties shall have commenced and be diligently pursuing the
      exercise of any of their rights or remedies with respect to the
      Collateral.

              
	
                Application of
      Proceeds/Turn-over:

              	
                So
      long as any of the First Lien Obligations are outstanding, any Collateral
      or the proceeds thereof received in connection with the sale or other
      disposition of such Collateral in connection with the exercise of remedies
      shall be applied to the First Lien Obligations, and any Collateral and the
      proceeds thereof received by any Second Lien Secured Party in
      contravention of the Intercreditor Agreement shall be segregated and held
      in trust and shall be applied to the First Lien Obligations.  To
      the extent permitted by law, once proceeds received in connection with the
      sale or other disposition of such Collateral in connection with the
      exercise of remedies have been applied to fully satisfy any prior
      obligations, any excess proceeds (if any) received in connection therewith
      shall be applied to the Second Lien Obligations, up to the amount of such
      Second Lien Obligations.

              
	
                Releases and Subordination:

              	
                In
      the event that the First Lien Secured Parties release their lien on all or
      any portion of Collateral (each, a “Release”) in connection with (i) the
      enforcement or exercise of any rights or remedies on behalf of the First
      Lien Secured Parties in respect of the Collateral or (ii) any sale or
      other disposition of any Collateral permitted under the Senior Credit
      Facility, the comparable lien in respect of the Second Lien Obligations
      shall be automatically released.

                In
      addition, in the event that the First Lien Secured Parties release or
      subordinate their lien on all or any portion of Collateral in connection
      with any other transaction (including any third party capital lease
      financing) permitted under the Senior Credit Facility, the comparable lien
      in respect of the Second Lien Obligations shall be automatically released
      or subordinated, as applicable.

                The
      security documentation executed in connection with the Second Lien
      Obligations shall state that, in the event of the refinancing of any of
      the First Lien Obligations, the lien of such security documentation
      executed in connection with such Second Lien Obligations shall
      automatically be subordinated to the lien of any new security
      documentation executed in connection with such refinanced First Lien
      Obligations.  The Second Lien Secured Parties shall execute a
      subordination agreement confirming such subordination (but no failure to
      execute such a subordination agreement shall affect the validity or
      enforceability of such subordination) as well as an Intercreditor
      Agreement with the new First Lien Secured Parties similar to the
      Intercreditor Agreement contemplated hereby.

                The
      Second Lien Secured Parties shall execute an irrevocable, unconditional
      and recordable General Power of Attorney in favor of the First Lien
      Secured Parties (or in favor of their Agent), pursuant to which the Second
      Lien Secured Parties shall authorize the First Lien Secured Parties (or
      their Agent) to execute and record, in the name and on behalf of the
      Second Lien Secured Parties, such a release and/or subordination each time
      that the First Lien Secured Parties execute and record a similar such
      release and/or subordination.

              
	
                Amendments to Loan
    Documents:

              	
                The
      Intercreditor Agreement will restrict amendments to (i) the Senior Credit
      Facility, but only if the same would result in the maximum principal
      amount of term loans and revolving commitments thereunder and any
      Incremental Obligations permitted thereunder exceeding an amount equal to
      the greater of $975 million and an amount equal to the product of 3.75
      times the EBITDA of the Company (determined at the time of incurrence of
      any such term loans or at the time of increasing any such revolving
      commitments, or at the time of incurring any such Incremental Obligations,
      as the case may be, with "EBITDA" being defined in and calculated pursuant
      to the relevant provisions of Senior Credit Facility) (such requirement,
      the "Secured Debt Limit"), and (ii) the Second Lien Obligations which
      would increase amounts payable thereunder, accelerate the time for payment
      of amounts due thereunder or otherwise materially increase the obligations
      of the Loan Parties thereunder or disadvantage the holders of the First
      Lien Obligations, except as specifically permitted. Amendments to the
      Second Lien Obligations that affect payments due or potentially due more
      than six months after the maturity of the loans under the Senior Credit
      Facility would be permitted and any amendments to or waivers of the
      security documentation for the First Lien Obligations would automatically
      apply to any parallel provisions of the security documentation for the
      Second Lien Obligations, subject to customary
  exceptions.

              
	
                Rights As Unsecured
    Creditors:

              	
                Except
      as otherwise set forth in “Enforcement” above, the Second Lien Secured
      Parties may exercise rights and remedies as unsecured creditors against
      the Company.

              
	
                Bankruptcy:

              	
                DIP
      Financing:  In the event of an insolvency or liquidation
      proceeding of the Company or any Guarantor, whether voluntary or
      involuntary, if the First Lien Secured Parties desire to permit the use of
      cash collateral or to permit the Company to obtain any post-petition
      financing (a “DIP Financing”), then the Second Lien Secured Parties will
      not object to such use of such cash collateral or any liens securing a DIP
      Financing and, to the extent the liens securing the First Lien Obligations
      are subordinated or pari passu with such DIP Financing, the liens
      securing the Second Lien Obligations shall be subordinated to the liens
      securing such DIP Financing (and all obligations relating
      thereto).  The Second Lien Secured Parties do not otherwise
      waive any of their rights under applicable insolvency or liquidation
      law.

                Automatic
      Stay:  So long as any of the First Lien Obligations are
      outstanding, the Second Lien Secured Parties shall not seek relief from
      the automatic stay or any other stay in any bankruptcy proceeding in
      respect of the Collateral, without the prior written consent of the First
      Lien Secured Parties.

                Adequate
      Protection:  The Second Lien Secured Parties shall not
      contest (or support any other person contesting) (a) any request by the
      First Lien Secured Parties for adequate protection or (b) any objection by
      the First Lien Secured Parties to any motion, relief, action or proceeding
      based on the First Lien Secured Parties or the Agent on their behalf
      claiming a lack of adequate protection; provided, that if the First Lien Secured
      Parties are granted adequate protection in the form of additional
      collateral in connection with any DIP Financing or use of cash collateral,
      then the Second Lien Secured Parties or the Agent on their behalf may seek
      or request adequate protection in the form of a lien on such additional
      collateral, which lien will be subordinated to the liens securing the
      First Lien Obligations and such DIP Financing.

                Voting for Plan of
      Reorganization:  The First Lien Secured Parties and the
      Second Lien Secured Parties shall be entitled to vote as a separate class
      on any plan of reorganization in connection with any bankruptcy
      proceeding.