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 Morgan 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

                                       2


         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.


                                       3


     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/ Michael J. 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/ Neil Simpkins
                                      -----------------------------------------
                                      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/ Neil Simpkins
                                  ----------------------------
                                  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/ Neil Simpkins
                                  ----------------------------
                                  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/ Neil Simpkins
                                  ----------------------------
                                  Title:   Member





                                    JPMORGAN CHASE BANK (formerly known as The
                                    Chase Manhattan Bank successor by merger to
                                    Morgan Guaranty Trust Company of New York)

                                    By: /s/ James W. Peterson
                                        ---------------------------------
                                        Title: Vice President



                                    BANK OF AMERICA, N.A.

                                    By: /s/ Thomas J. Kane
                                        ---------------------------------
                                        Title: Principal



                                    THE BANK OF NOVA SCOTIA

                                    By: /s/ M. Van Otterloo
                                        ---------------------------------
                                        Title: Managing Director



                                    FIRST UNION NATIONAL BANK

                                    By: /s/ Joe Mynatt
                                        ---------------------------------
                                        Title: Vice President





                                    BANK OF MONTREAL

                                    By: /s/ Karen Klapper
                                        ----------------------------
                                        Title: Director



                                    HSBC BANK PLC

                                    By: /s/ Gary M. Lindsey
                                        ----------------------------
                                        Title: Manager, Structured Finance



                                    ROYAL BANK OF CANADA

                                    By: /s/ Sheryl L. Greenberg
                                        ----------------------------
                                        Title: Senior Manager



                                    NATIONAL WESTMINSTER BANK PLC

                                    By:
                                        ----------------------------
                                        Title:





                                 THE INDUSTRIAL BANK OF JAPAN,
                                 LIMITED

                                 By:
                                     --------------------------------
                                     Title:



                                 CREDIT SUISSE FIRST BOSTON

                                 By: /s/ Mark E. Gleason
                                     --------------------------------
                                     Title:   Director

                                 By: /s/ David W. Kratovil
                                     --------------------------------
                                     Title:   Director



                                 GENERAL ELECTRIC CAPITAL
                                   CORPORATION

                                 By:
                                     --------------------------------
                                     Title:



                                 THE FUJI BANK, LIMITED

                                 By: /s/ Thomas W. Boylan
                                     --------------------------------
                                     Title: Vice President & Senior Team Leader





                                    THE ROYAL BANK OF SCOTLAND PLC

                                    By:
                                        -----------------------------------
                                        Title:



                                    THE SANWA BANK LIMITED

                                    By: /s/ Laurance J. Bressler
                                        -----------------------------------
                                        Title:   SVP and Group Co-Head



                                    THE TORONTO-DOMINION BANK

                                    By: /s/ Alva J. Jones
                                        -----------------------------------
                                        Title:   Mgr. CR Admin.



                                    WESTDEUTSCHE LANDESBANK
                                    GIROZENTRALE, NEW YORK BRANCH

                                    By:
                                        -----------------------------------
                                        Title:

                                    By:
                                        -----------------------------------
                                        Title:




                                    CITIBANK, N.A.

                                    By: /s/ Elizabeth H. Minnella
                                        -----------------------------------
                                        Title: Director



                                    DRESDNER BANK AG, NEW YORK
                                    AND GRAND CAYMAN BRANCHES

                                    By: /s/ Brian K. Schneider
                                        -----------------------------------
                                        Title: Associate

                                    By: /s/ Michael S. Greenberg
                                        -----------------------------------
                                        Title: Associate



                                    THE SUMITOMO BANK, LIMITED

                                    By:
                                        -----------------------------------
                                        Title:




                                    ABN AMRO BANK, N.V. NEW YORK BRANCH

                                    By: /s/ Frances Logan
                                        -----------------------------------
                                        Title: Senior Vice President

                                    By: /s/ Shilpa Parandekar
                                        -----------------------------------
                                        Title: Assistant Vice President



                                    BNP PARIBAS

                                    By: /s/ Ola Anderssen
                                        -----------------------------------
                                        Title: Director

                                    By: /s/ Ben Todres
                                        -----------------------------------
                                        Title: Director, Media & Telecom Finance



                                    CIBC INC.

                                    By: /s/ Dominic Sorresso
                                        -----------------------------------
                                        Title: Executive Director




                                    KBC BANK N.V.


                                    By:
                                        -------------------------------------
                                        Title:

                                    By:
                                        -------------------------------------
                                        Title:



                                    LANDESBANK BADEN-WURTTEMBERG

                                    By: /s/ Jurgen Behrens
                                        -------------------------------------
                                        Title: Senior Vice President

                                    By: /s/ Nicola Hahn
                                        -------------------------------------
                                        Title: Vice President



                                    THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION

                                    By: /s/ Hiroyuki Tsuru
                                        -------------------------------------
                                        Title: Deputy General Manager



                                    THE SAKURA BANK, LIMITED

                                    By:
                                        -------------------------------------
                                        Title:





                                    BANKERS TRUST COMPANY

                                    By:
                                        -------------------------------------
                                        Title: