AMENDMENT NO. 1


         AMENDMENT dated as of July 25, 2000 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (the "CREDIT AGREEMENT") among UNIVERSAL
CITY DEVELOPMENT PARTNERS, LP (the "BORROWER"), the BANKS party thereto (the
"BANKS") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
and as Collateral Agent.

                                   WITNESSETH:

         WHEREAS, Rank America, Inc. ("RANK AMERICA"), Rank Orlando II, Inc.
("ROII"), and Rank Orlando, Inc. ("ROI") have entered into a Purchase Agreement
dated as of May 19, 2000 (as amended, the "PURCHASE AGREEMENT") with Blackstone
USE Acquisition Company, L.L.C. ("BLACKSTONE USE"), pursuant to which Blackstone
USE has agreed to purchase the respective partnership interests (the
"INTERESTS") owned by ROII and ROI in Universal City Florida Holding Co. II, a
Florida general partnership which is the sole general partner of the Borrower,
and Universal City Florida Holding Co. I, a Florida general partnership which is
the sole limited partner of the Borrower, respectively; and

         WHEREAS, in connection with the transactions contemplated by the
Purchase Agreement, 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.  Changes and Additions to Definitions.  (a) The following
definitions are added in alphabetical order to Section 1.01 of the Credit
Agreement:


         "AMENDMENT NO. 1" means the Amendment dated as of July 25, 2000 to
this Amended Agreement.



         "AMENDMENT NO. 1 EFFECTIVE DATE" means the date on which
Amendment No. 1 becomes effective in accordance with its terms.

         "APPLICABLE FQE" has the meaning set forth in Section 6.04(a).

         "BLACKSTONE PARENT" means, collectively, Blackstone Capital Partners
III Merchant Banking Fund L.P., a Delaware limited partnership, its Affiliates
and the respective successors of the foregoing.

         "BLACKSTONE USE" means Blackstone USE Acquisition Company, L.L.C.,
a Delaware limited liability company, and its successors.

         "FIRST UNION AGREEMENT" means the Revolving Credit Agreement, dated as
of November 11, 1999, between the Borrower (as successor to Universal City
Florida Partners) and First Union National Bank, as the same may be amended,
supplemented or otherwise modified from time to time.

         "FLEET AGREEMENT" means the Revolving Credit Agreement, dated as of
November 11, 1999, between the Borrower (as successor to Universal City Florida
Partners) and Fleet Capital Corporation, as the same may be amended,
supplemented or otherwise modified from time to time.

         "FQE" means fiscal quarter end, and when used in conjunction with a
specified month means the last day of the fiscal quarter ending on or about the
last day of such month (e.g., "FQE 6/01" means the last day of the fiscal
quarter ending on or about June 30, 2001).

         "HYPOTHETICAL INCOME TAX" means, with respect to any fiscal year of the
Borrower, the product of (i) the sum of the highest federal, state, local and
foreign tax rates (taking into consideration special rates, e.g., capital gains)
applicable to partners of Blackstone USE on the last day of such fiscal year and
(ii) the amount of taxable income or gain of the Borrower.

         "NET WORKING CAPITAL" means, at any date, the difference between (a)
the aggregate amount of accounts receivable (including intercompany
receivables), inventory, prepaid expenses and other current assets (excluding
cash and cash equivalents) of the Borrower and (b) the aggregate amount of
current liabilities of the Borrower (other than Indebtedness and Universal
Fees), in each case at such date.

         (b)   The definitions of "Combined Total Exposure," "FQFC,"
"Prepayment Period," "Prepayment Amount" and "Restricted Payment Date" are
deleted.

         (c) The definition of "Excess Cash Flow" is hereby amended and restated
in its entirety to read as follows:





         "EXCESS CASH FLOW" means, for any period, (i) net income for such
period (exclusive of (x) extraordinary items of gain or loss and (y) gain or
loss on sales of assets outside the ordinary course of business), plus (ii)
depreciation, amortization and other similar non-cash items deducted in
determining such net income, less (iii) any non-cash items of income included in
such net income, less (iv) Capital Expenditures (other than Capital Expenditures
for Construction Costs exceeding $10,000,000) for such period, less (v)
Scheduled Amortization for such period, less (vi) Universal Fees accrued as an
expense prior to such period and paid during such period, less (vii) any
distributions or estimated distributions made or to be made pursuant to Section
5.18(a) with respect to such period, less (viii) any increase in Net Working
Capital during such period, less (ix) optional prepayments of the Term Loans
made during such period (excluding any such prepayments required to be made
under Section 5.20 or 6.04), plus (x) for the period ending at FQE 6/01, the
capital contribution by Rank contemplated by Section 16(c)(iv) of Amendment No.
1, plus (xi) any decrease in Net Working Capital during such period, plus (xii)
Universal Fees accrued as an expense but not paid during such period.

         (d) The definition of "Special Period" in Section 1.01 is amended by
replacing the reference to "Rank" with "Blackstone Parent."

         (e) Section 1.02 is amended by designating the existing text thereof as
subsection (a) and adding the following new subsection (b):

                  (b) The parties intend that fees and expenses incurred by the
         Borrower in connection with the Amendment No. 1 not be included in
         calculations of Excess Cash Flow or of compliance with the requirements
         of Section 5.19. To the extent such fees and expenses would otherwise
         be reflected in such calculations, appropriate adjustments shall be
         made to exclude their effect.

         SECTION 3.  Mandatory Prepayments.  (a)  Section 2.08(c) is amended in
its entirety to read as follows:

                  (c) Mandatory Prepayments. (i) The Borrower shall prepay the
         Working Capital Loans in an aggregate principal amount of $30,000,000
         on the Amendment No. 1 Effective Date (without any reduction in the
         Working Capital Commitments).

                  (ii) The Borrower shall prepay the Term Loans in an aggregate
         principal amount of $104,000,000 on the Amendment No. 1 Effective Date.

                  (iii) Beginning with the fiscal year ending FQE 6/01, the
         Borrower shall prepay the Term Loans in an aggregate principal amount
         equal to 75% of the Excess Cash Flow for such fiscal year. Any such
         prepayment shall be



         due 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
         each fiscal year ending on or after FQE 6/01 in the certificate
         accompanying the Borrower's financial statements for such fiscal year
         delivered 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.

                  The Administrative Agent shall promptly notify each Bank of
         the receipt of each payment received pursuant to this subsection (c).
         If any prepayment of the Term Loans pursuant to paragraph (iii) of this
         subsection (c) would otherwise require prepayment of Euro-Dollar Loans
         prior to the last day of the then current Interest Period, such
         prepayment shall, unless the Administrative Agent otherwise notifies
         the Borrower upon the instruction of the Required Banks, be deferred
         until such last day.

         (b)   Section 2.08(d) is amended in its entirety to read as follows:

                  (d) Application of Prepayments. The prepayment of Term Loans
         pursuant to Section 2.08(c)(ii) above shall be applied to reduce the
         amount of subsequent Term Loan Installment Amounts in forward order of
         maturity. Any prepayment of the Term Loans pursuant to Section
         2.08(c)(iii) above shall be applied to reduce subsequent Term Loan
         Installment Amounts (i) to the extent the aggregate amount of such
         prepayments does not exceed $100,000,000, in forward order of maturity,
         and (ii) thereafter, 50% in forward order of maturity and 50% ratably
         by amount. Any prepayment of the Term Loans pursuant to Section 2.09
         shall be applied to reduce subsequent Term Loan Installment Amounts
         ratably by amount.

         SECTION 4. Funding Losses. Section 2.11 is amended by inserting the
phrase ", 2.08" before the phrase "or 2.09."

         SECTION 5. Financial Statements. Section 5.01 is amended by the
addition of a new subsection (b-1) to read as follows:

                  (b-1) within 30 days after the end of each month, commencing
         with the first month ending after the Amendment No. 1 Effective Date, a
         balance sheet of the Borrower as at the end of such month and the
         related statements of income and cash flows for such month, all in
         accordance with GAAP, setting forth in each case in comparative form
         the figures for the corresponding month of the previous fiscal year, if
         available, all in



         reasonable detail and certified by the Chief Financial Officer of the
         Borrower that such financial statements fairly present the financial
         condition of the Borrower as at the dates indicated and the results of
         its operations and its cash flows for the periods indicated, subject
         to changes resulting from audit and normal year-end adjustment;

         SECTION 6. Amendments to Sections 5.14, 5.15, 5.16 and 5.17. Sections
5.14(c), 5.15(i), 5.16(g) and 5.17(c) are amended (a) to change the figure
"$70,000,000" to "$84,000,000" and (b) by deleting the following clause:
"provided further that the foregoing $70,000,000 limitation shall be increased
by 5%, on a cumulative basis, on each January 1, commencing January 1, 1997."

          SECTION 7. Investments. Section 5.16 is amended by (a) deleting the
clause (e) and relettering the succeeding clauses and (b) inserting the
parenthetical expression "(other than Universal City Travel Partners, a Florida
general partnership)" after the word "Subsidiaries" in clause (i) of the
paragraph beginning with the phrase "Without limiting the generality of the
foregoing".

         SECTION 8.  Restricted Payments: Universal Fees.  Section 5.18 is
amended in its entirety to read as follows:

                  SECTION 5.18. Restricted Payments: Universal Fees.

                  (a) The Borrower will not, directly or indirectly, declare,
         order, pay, make or set apart any sum for any Restricted Payment,
         except that, so long as both before and after giving effect to any such
         Restricted Payment, no Event of Default (and to the actual knowledge of
         all Authorized Officers, no Default) shall have occurred and be
         continuing, the Borrower may, promptly after the close of each fiscal
         year, make a distribution to all of its partners in an aggregate amount
         equal to its Hypothetical Income Tax in respect of such fiscal year.

                  (b) The Borrower will not, directly or indirectly, pay or set
         apart any sum for Universal Fees, other than Universal Fees in respect
         of the Studio Theme Park accrued before July 1, 2000, it being
         understood that Universal Fees will continue to accrue in accordance
         with the applicable provisions of the Project Documents.

         SECTION 9.  Financial Covenants.

         (a) Section 5.19(a) is amended to read in its entirety as follows:

                  (a) Funded Debt Ratio. At any FQE occurring during any period
         set forth below, the Funded Debt Ratio will not exceed the applicable
         ratio set forth below:



                           FQE 6/00 through FQE 9/01          9.50 to 1.00
                           FQE 12/01                          9.00 to 1.00
                           FQE 3/02                           7.25 to 1.00
                           FQE 6/02                           6.25 to 1.00
                           FQE 9/02 and FQE 12/02             5.75 to 1.00
                           FQE 3/03                           5.50 to 1.00
                           FQE 6/03                           5.25 to 1.00
                           FQE 9/03                           5.00 to 1.00
                           FQE 12/03                          4.75 to 1.00
                           FQE 3/04                           4.50 to 1.00
                           FQE 6/04                           4.25 to 1.00
                           FQE 9/04 and thereafter            3.00 to 1.00

         (b) Section 5.19(b) is amended to read in its entirety as follows:

                  (b) Interest Coverage Ratio. At any FQE occurring during any
         period set forth below, the Interest Coverage Ratio will not be less
         than the applicable ratio set forth below:

                           FQE 6/00 through FQE 3/01          1.10 to 1.00
                           FQE 6/01 and FQE 9/01              1.20 to 1.00
                           FQE 12/01                          1.30 to 1.00
                           FQE 3/02                           1.45 to 1.00
                           FQE 6/02                           1.65 to 1.00
                           FQE 9/02                           1.70 to 1.00
                           FQE 12/02                          1.75 to 1.00
                           FQE 3/03                           1.80 to 1.00
                           FQE 6/03                           1.85 to 1.00
                           FQE 9/03                           1.95 to 1.00
                           FQE 12/03                          2.05 to 1.00
                           FQE 3/04                           2.15 to 1.00
                           FQE 6/04                           2.30 to 1.00
                           Thereafter                         3.75 to 1.00

         (c) Section 5.19(c) is amended to read in its entirety as follows:

                  (c) Debt Service Coverage Ratio. At any FQE occurring during
         any period set forth below, the Debt Service Coverage Ratio will not be
         less than the applicable ratio set forth below.

                           FQE 12/01 through FQE 6/04 1.00 to 1.00
                           FQE 9/04 and thereafter    1.35 to 1.00

         SECTION 10.  Restriction on Fundamental Changes; Purchases and Sale of
Assets.



         Section 5.20(a)(i) is amended in its entirety to read as follows:

                  (i) The Borrower may sell, lease or otherwise dispose of (w)
         inventory, cash, cash equivalents and other cash management investments
         and obsolete, worn-out or surplus equipment, in each case in the
         ordinary course of business, (x) assets to be sold, leased or otherwise
         disposed of in connection with a Scheduled Affiliate Transaction, (y)
         land to be sold, leased or otherwise disposed of in connection with the
         development and construction of hotels and (z) assets not excluded by
         clause (w), (x) or (y) so long as on the date of disposition of any
         asset, the aggregate fair market value of all such assets so disposed
         of during the term of this Agreement shall not exceed 10% of the book
         value (without taking into account depreciation) of all of the assets
         of the Borrower on the last day of the fiscal quarter of the Borrower
         most recently ended prior to the date of any such conveyance, sale,
         lease, transfer or other disposition; 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) shall substantially
         simultaneously with the receipt thereof by the Borrower be applied as
         an optional prepayment of the Term Loans.

         SECTION 11.  Limitation on Granting Negative Pledges.  Section 5.26 is
amended in its entirety to read as follows:

                  Section 5.26. Limitation on Granting Negative Pledges. The
         Borrower will not enter into, or suffer to exist, any agreement with
         any Person, other than this Agreement, which prohibits or limits the
         ability of the Borrower to create, incur, assume or suffer to exist any
         Lien upon any of its property, assets or revenues, whether now owned
         or hereafter acquired (other than (i) with respect to assets subject
         to consensual liens permitted under Section 5.15, (ii) customary
         restrictions contained in asset sale agreements limiting the transfer
         of assets pending the closing of the sale, (iii) customary
         non-assignment provisions in leases, licenses and other contracts
         entered into in the ordinary course of business and (iv) the Ground
         Lease dated June 12, 1998 among Universal City Development Partners,
         Universal City Florida Partners, and UCF Hotel Venture, as amended by
         First Amendment to Ground Lease dated as of June 12, 1998).

         SECTION 12. Events of Default. (a) Section 6.01(c)(ii) is amended in
its entirety to read as follows:

                  (ii) Failure of the Borrower to observe or perform any of the
         covenants or agreements contained in Section 5.19 as of the end of any
         fiscal quarter which shall be continuing at the earliest of (x) the
         date of delivery of financial statements for the period ending at the
         end of such fiscal quarter



         pursuant to Section 5.01 and (y) the 60th day after the end of such
         fiscal quarter, subject to Section 6.04; or

                   (b) Section 6.01(o) is amended by replacing each reference to
         "Rank" with "Blackstone Parent."

                  (c) Section 6.01(p) is amended by adding the following
         language to the end of existing Section 6.01(p):

                  " or any Lien purported to be created under any Collateral
         Document shall cease to be, or shall be asserted by the Borrower not to
         be, a valid and perfected Lien on any material portion of the
         Collateral, with the priority required by the applicable Collateral
         Document, except (i) as a result of a sale or other disposition of the
         applicable Collateral in a transaction permitted under the Loan
         Documents or (ii) as a result of the Collateral Agent's failure to
         maintain possession of any stock certificates, promissory notes or
         other documents delivered to it under any Collateral Document;".

                  (d) The following new Section 6.04 is added to the Credit
         Agreement:

                  SECTION 6.04. Certain Cure Rights. (a) A Default under Section
         6.01(c)(ii) as of the last day of any fiscal quarter of the Borrower
         (the "APPLICABLE FQE") may be cured through cash equity or Subordinated
         Debt contributions not later than the tenth Domestic Business Day
         following the date on which financial statements for the period ending
         with the Applicable FQE are delivered (or, if such financial statements
         are not timely delivered in accordance with Section 5.01, the latest
         date permitted by Section 5.01 for such delivery). Any such
         contribution in respect of a fiscal quarter after FQE 12/01 shall
         substantially simultaneously with the receipt thereof be applied as an
         optional prepayment of the Term Loans. Solely for purposes of
         determining whether a Default exists under Section 6.01(c)(ii), (i) in
         respect of fiscal quarters ending FQE 06/00 through FQE 12/01, the
         amount of such contribution shall be deemed to be additional EBITDA of
         the Borrower for the fiscal quarter ending on the Applicable FQE and
         (ii) in respect of fiscal quarters beginning with the fiscal quarter
         ending FQE 3/02, the related prepayment will be given pro forma effect
         as if made on the first day of the period of four fiscal quarters
         ending on the Applicable FQE, but no additional EBITDA will be deemed
         to arise therefrom. No contribution will be given effect pursuant to
         this Section in an amount exceeding the amount necessary to avoid a
         Default under Section 6.01(o)(ii) at the Applicable FQE, it being
         understood that this Section does not limit the right of the partners
         to make equity or Subordinated Debt contributions. For avoidance of
         doubt, to the extent EBITDA of the Borrower is deemed




         increased for a fiscal quarter ending not later than FQE 12/01 by
         operation of this Section, such increase will be included in the
         calculation of EBITDA for any subsequent period of four consecutive
         fiscal quarters which includes such fiscal quarter.

         SECTION 13.  Pricing Schedule.  The Pricing Schedule is amended to read
in its entirety as set forth in the attached Pricing Schedule.

         SECTION 14.  Representations of the Borrower.

                  (a) Section 4.03(b) of the Credit Agreement is hereby amended
         to delete the reference to "July 3, 1999" appearing therein and
         substituting in lieu thereof a reference to "April 1, 2000."

                  (b) The Borrower represents and warrants that as of the Amend-
         ment No. 1 Effective Date and after giving effect hereto (i) the
         representations and warranties of the Borrower set forth in Article 4
         of the Agreement shall be true in all material respects and (ii) no
         Default shall have occurred and be continuing.

         SECTION 15.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 16. 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 17.  Effectiveness.  This Amendment shall become effective on
the date when (the "AMENDMENT NO. 1 EFFECTIVE DATE"):

                  (a) 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 Agent) that such party has signed a counterpart hereof;

                  (b) receipt by the Administrative Agent of payment of (i) an
         amendment fee for the account of each Bank which shall have approved
         this Amendment on or prior to July 25, 2000 in an amount equal to 0.25%
         of such Bank's Total Exposure (after giving effect to the mandatory
         prepayment of the Term Loans in the amount of $104,000,000) and (ii)
         all fees and expenses invoiced not less than two Domestic Business Days
         prior to the Amendment No. 1 Effective Date payable by the Borrower in
         connection with this Amendment pursuant to Section 9.03 of the Credit
         Agreement or otherwise;

                  (c) receipt by the Administrative Agent of evidence reasonably
         satisfactory




         to it that (i) the acquisition of the Interests pursuant to the
         Purchase Agreement shall have been consummated in all material
         respects in accordance with the terms and conditions thereof and all
         material consents required in connection therewith shall have been
         obtained, (ii) $150,000,000 shall have been contributed in cash to the
         capital of the Borrower by its partners, (iii) the credit facility
         under the Fleet Agreement and First Union Agreement shall each have
         been extended to a date not earlier than June 30, 2003, on terms and
         conditions reasonably satisfactory to the Administrative Agent and the
         Borrower, and (iv) $12,500,000 shall have been contributed in cash to
         the capital of the Borrower by Rank;

                  (d) receipt by the Administrative Agent of an instrument of
         assumption in form and substance reasonably satisfactory to the
         Administrative Agent pursuant to which Blackstone USE shall have
         assumed the obligations of Rank under the Subordination Agreement;

                  (e) receipt by the Collateral Agent of duly executed
         counterparts of each Collateral Document set forth in Exhibit A hereto,
         together with evidence reasonably satisfactory to it of the perfection
         of the Liens created thereby (or arrangements therefor) and of the
         payment by the Borrower of all mortgage recording, documentary and
         similar taxes, filing fees, title insurance premiums and other
         expenses payable in connection therewith;

                  (f) receipt by the Administrative Agent of one or more
         opinions of counsel reasonably satisfactory to the Administrative Agent
         and its counsel covering the matters addressed in Exhibit B attached
         hereto with reference to the Loan Documents after giving effect to this
         Amendment; and

                  (g) receipt by the Administrative Agent of all documents it
         may reasonably request relating to the existence of the Borrower, the
         legal authority for and the validity of the Agreement as amended
         hereby, and any other matters relevant hereto, all in form and
         substance reasonably satisfactory to the Administrative Agent;

provided that the Amendment No. 1 Effective Date shall have occurred on or
before September 29, 2000.

                  SECTION 18. Bank Consent. Subject to the effectiveness of this
         Amendment in accordance with Section 16, the Banks hereby consent to
         the sale of the Interests to Blackstone USE pursuant to the Purchase
         Agreement, and agree that no Default shall arise under Section 6.01(o)
         of the Credit Agreement by reason thereof.





                  SECTION 19. Effect of Amendment. Except as expressly amended
         by this Amendment, the provisions of the Credit Agreement remain in
         full force and effect.







         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/ Ronald W. Sikes
                                           -------------------
                                           Title: Authorized Agent




                                   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/ David Blitzer
                                           -----------------
                                           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/ David Blitzer
                                           -----------------------------------
                                            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/ David Blitzer
                                           -----------------------------------
                                            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/ David Blitzer
                                           -----------------------------------
                                             Title: Member



                                            MORGAN GUARANTY TRUST
                                            COMPANY OF NEW YORK


                                            By:/s/ Dennis Wilczek
                                               ------------------
                                               Title: Associate





                                        BANK OF AMERICA, N.A.

                                        By_____________________________________
                                          Title:



                                        THE BANK OF NOVA SCOTIA


                                        By:/s/ Elena F. Dion
                                           ------------------------------------
                                           Title: 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/ Christopher J. Hurd
                                           ------------------------------------
                                            Title: Head of Consumer, Leisure &
                                                   Services, Corporate Accounts
                                                   Group


                                        ROYAL BANK OF CANADA


                                        By:/s/ Charles Romano
                                           ------------------------------------
                                           Title: Manager




                                        THE CHASE MANHATTAN BANK


                                        By: /s/ Randolph E. Cates
                                            -------------------------------
                                            Title: Vice President



                                        NATIONAL WESTMINSTER BANK PLC

                                        By: /s/ John D. Hahn
                                            -------------------------------
                                            Title: Corporate Manager



                                        THE INDUSTRIAL BANK OF JAPAN,
                                        LIMITED


                                        By: /s/ Steven Savoldelli
                                            -------------------------------
                                            Title: Vice President and Manager



                                        CREDIT SUISSE FIRST BOSTON


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


                                        By: /s/ James P. Moran
                                            -------------------------------
                                              Title: Director



                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION


                                      By: /s/ William E. Magee
                                          --------------------------------------
                                          Title: Duly Authorized Signatory



                                      THE FUJI BANK, LIMITED


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



                                      THE ROYAL BANK OF SCOTLAND PLC


                                      By: /s/ Derek Bonnar
                                          --------------------------------------
                                          Title: Vice President



                                      THE SANWA BANK LIMITED


                                      By: /s/ David A. Leech
                                          --------------------------------------
                                          Title: Vice President



                                      THE TORONTO-DOMINION BANK


                                      By: /s/ Alva J. Jones
                                          --------------------------------------
                                          Title: Manager CR Administration



                                       17



                                      WESTDEUTSCHE LANDESBANK
                                      GIROZENTRALE, NEW YORK BRANCH


                                      By: /s/ Duncan M. Robertson
                                          --------------------------------------
                                          Title: Director


                                      By: /s/ Pascal Kabemba
                                          --------------------------------------
                                          Title: Associate Director



                                      CITIBANK, N.A.


                                      By: /s/ Elizabeth H. Minnella
                                          --------------------------------------
                                          Title: Vice President



                                      DRESDNER BANK AG, NEW YORK
                                      AND GRAND CAYMAN BRANCHES


                                      By: /s/ Laura G. Fazio
                                          --------------------------------------
                                          Title: First Vice President


                                      By: /s/ Constance Loosemore
                                          --------------------------------------
                                          Title: Assistant Vice President




                                      THE SUMITOMO BANK, LIMITED


                                      By: /s/ William M. Ginn
                                          --------------------------------------
                                          Title: Joint General Manager

                                      ABN AMRO BANK, N.V. NEW YORK
                                      BRANCH


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


                                      By: /s/ David Carrington
                                          --------------------------------------
                                          Title: Group Vice President



                                      BNP PARIBAS


                                      By: /s/ Serge Derayaud
                                          --------------------------------------
                                          Title: Head of Asset Management Media
                                                 and Telecommunications Group


                                      By: /s/ Gregg W. Bonardi
                                          --------------------------------------
                                          Title: Vice President



                                      CIBC INC.


                                      By: /s/ Carol Kizzia
                                          --------------------------------------
                                          Title: Managing Director



                                      KBC BANK N.V.


                                      By: /s/ Jean-Pierre Diels
                                          --------------------------------------
                                          Title: First Vice President


                                      By:/s/ John E. Thierfelder
                                          --------------------------------------
                                         Title: Vice President




                                   LANDESBANK BADEN-WURTTEMBERG


                                   By:____________________________________
                                      Title:



                                   THE MITSUBISHI TRUST AND BANKING
                                   CORPORATION


                                   By: /s/ Toshihiro Hayashi
                                       -----------------------------------------
                                       Title: Senior Vice President



                                   THE SAKURA BANK, LIMITED


                                   By: /s/ Tamihiro Kawauchi
                                       -----------------------------------------
                                       Title: Senior Vice President & Group Head



                                   BANKERS TRUST COMPANY


                                   By: /s/ Anthony LoGrippo
                                       -----------------------------------------
                                       Title: Director





                                PRICING SCHEDULE



         "BASE RATE MARGIN" means (i) for any date prior to the Repricing Date,
1.00% and (ii) for any date on or after the Repricing Date, 3.00%.

         "EURO-DOLLAR MARGIN" means (i) for any date prior to the Repricing
Date, 2.00% and (ii) for any date on or after the Repricing Date, 4.00%.

         "REPRICING DATE" means the earlier of (i) 06/03 FQE and (ii) the last
day of the third consecutive fiscal quarter ending after the Amendment No. 1
Effective Date in respect of which the Funded Debt Ratio is 5.00 to 1.00 or
less.




                                                                       EXHIBIT A

                              COLLATERAL DOCUMENTS

         1. Security Agreement between the Borrower and the Collateral Agent.

              a. Perfection Certificate

              b. UCC-1 Financing Statements for the Borrower

         2. Mortgage, Assignment of Leases and Rents, Security Agreement and
Financing Statement between the Borrower and the Collateral Agent.

              a. Title Insurance policies of nationally recognized title
insurance companies reasonably acceptable to the Collateral Agent, together with
all affirmative coverages and endorsements requested by the Collateral Agent,
subject to only those exceptions and exclusions reasonably acceptable to the
Collateral Agent.

         3. Intellectual Property Security Agreements between the Borrower and
the Collateral Agent.

         4. Assignment of Rents and Security Agreement between the Borrower and
the Collateral Agent.