<PAGE>
                                                                     Exhibit 4.9


                                                                  EXECUTION COPY

================================================================================

                                  $920,000,000

                                 LOAN AGREEMENT

                                      among

                      VIVENDI UNIVERSAL ENTERTAINMENT LLLP,
                                  as Borrower,

              The Several Lenders from Time to Time Parties Hereto,

                 BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK,
                          as Co-Administrative Agents,

                               BARCLAYS BANK PLC,
                              as Syndication Agent,

                              JPMORGAN CHASE BANK,
                               as Collateral Agent

                                       and

                              JPMORGAN CHASE BANK,
                                 as Paying Agent

                           Dated as of June 24, 2003

================================================================================


        BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC.,
                     as Joint Bookrunners and Lead Arrangers
<PAGE>
                                                                               i

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
<S>                <C>                                                            <C>
SECTION 1.         DEFINITIONS                                                       1
     1.1           Defined Terms .................................................   1
     1.2           Other Definitional Provisions .................................  22
     1.3           Accounting Determinations; GAAP ...............................  23

SECTION 2.         AMOUNT AND TERMS OF COMMITMENTS                                  23
     2.1           Term Loans ....................................................  23
     2.2           Procedure for Borrowing .......................................  23
     2.3           Repayment of Loans ............................................  23
     2.4           Optional Prepayments ..........................................  24
     2.5           Mandatory Prepayments .........................................  24
     2.6           Conversion and Continuation Options ...........................  24
     2.7           Limitations on Eurodollar Tranches ............................  25
     2.8           Interest Rates and Payment Dates ..............................  25
     2.9           Computation of Interest .......................................  25
     2.10          Inability to Determine Interest Rate ..........................  26
     2.11          Pro Rata Treatment and Payments ...............................  26
     2.12          Requirements of Law ...........................................  27
     2.13          Taxes .........................................................  28
     2.14          Indemnity .....................................................  29
     2.15          Change of Lending Office ......................................  30
     2.16          Replacement of Lenders ........................................  30

SECTION 3.         REPRESENTATIONS AND WARRANTIES                                   30
     3.1           Financial Statements ..........................................  31
     3.2           No Change .....................................................  31
     3.3           Existence; Compliance with Law ................................  31
     3.4           Power; Authorization; Enforceable Obligations .................  31
     3.5           No Legal Bar ..................................................  32
     3.6           Litigation ....................................................  32
     3.7           No Default ....................................................  32
     3.8           Ownership of Property; Liens ..................................  32
     3.9           Intellectual Property .........................................  32
     3.10          Taxes .........................................................  32
     3.11          Federal Regulations ...........................................  32
     3.12          Labor Matters .................................................  33
     3.13          ERISA .........................................................  33
     3.14          Investment Company Act; Other Regulations .....................  33
     3.15          Subsidiaries ..................................................  33
     3.16          Use of Proceeds ...............................................  33
     3.17          Environmental Matters .........................................  33
     3.18          Accuracy of Information, etc ..................................  34
     3.19          Security Documents ............................................  34

SECTION 4.         CONDITIONS PRECEDENT                                             34
     4.1           Conditions to Loans ...........................................  34
</TABLE>
<PAGE>
                                                                              ii

<TABLE>
<S>                <C>                                                            <C>
SECTION 5.         AFFIRMATIVE COVENANTS                                            35
     5.1           Financial Statements ..........................................  35
     5.2           Certificates; Other Information ...............................  36
     5.3           Payment of Obligations ........................................  37
     5.4           Maintenance of Existence; Compliance ..........................  37
     5.5           Maintenance of Property; Insurance ............................  37
     5.6           Inspection of Property; Books and Records; Discussions ........  37
     5.7           Notices .......................................................  38
     5.8           Separateness Requirements .....................................  38
     5.9           Concerning the Collateral .....................................  38
     5.10          Interest Rate Protection ......................................  39

SECTION 6.         NEGATIVE COVENANTS                                               40
     6.1           Financial Covenants ...........................................  40
     6.2           Indebtedness ..................................................  40
     6.3           Liens .........................................................  42
     6.4           Fundamental Changes ...........................................  45
     6.5           Disposition of Property .......................................  45
     6.6           Restricted Payments ...........................................  46
     6.7           Investments ...................................................  47
     6.8           Transactions with Affiliates ..................................  49
     6.9           Sales and Leasebacks ..........................................  49
     6.10          Swap Agreements ...............................................  49
     6.11          Changes in Fiscal Periods .....................................  50
     6.12          Negative Pledge Clauses .......................................  50
     6.13          Clauses Restricting Subsidiary Distributions ..................  50
     6.14          Lines of Business .............................................  50

SECTION 7.         EVENTS OF DEFAULT                                                50

SECTION 8.         THE AGENTS                                                       52
     8.1           Appointment ...................................................  52
     8.2           Delegation of Duties ..........................................  53
     8.3           Exculpatory Provisions ........................................  53
     8.4           Reliance by Co-Administrative Agents ..........................  53
     8.5           Notice of Default .............................................  54
     8.6           Non-Reliance on Agents and Other Lenders ......................  54
     8.7           Indemnification ...............................................  54
     8.8           Agent in Its Individual Capacity ..............................  55
     8.9           Successor Co-Administrative Agent .............................  55
     8.10          Co-Administrative Agents' and Paying Agent's Fees .............  55
     8.11          Syndication Agent .............................................  55

SECTION 9.         MISCELLANEOUS                                                    55
     9.1           Amendments and Waivers ........................................  55
     9.2           Notices .......................................................  56
     9.3           No Waiver; Cumulative Remedies ................................  57
     9.4           Survival of Representations and Warranties ....................  57
     9.5           Payment of Expenses ...........................................  58
     9.6           Successors and Assigns; Participations and Assignments ........  58
     9.7           Adjustments; Set-off ..........................................  61
</TABLE>
<PAGE>
                                                                             iii

<TABLE>
<S>                <C>                                                            <C>
     9.8           Counterparts ..................................................  61
     9.9           Severability ..................................................  61
     9.10          Integration ...................................................  62
     9.11          GOVERNING LAW .................................................  62
     9.12          Submission To Jurisdiction; Waivers ...........................  62
     9.13          Acknowledgements ..............................................  62
     9.14          Releases of Guarantees and Liens ..............................  63
     9.15          Confidentiality ...............................................  64
     9.16          WAIVERS OF JURY TRIAL .........................................  64
     9.17          Delivery of Addenda ...........................................  64
     9.18          Non-Recourse to Partners ......................................  64
     9.19          Limitation on Individual Enforcement ..........................  64
     9.20          Restatement of Existing Facility ..............................  65
</TABLE>

SCHEDULES:

1.1A    Commitments
1.1B    Mortgaged Property
1.1C    Certain Real Properties
3.15    Material Subsidiaries
4.1     Closing Documents
5.8     Separateness Requirements
6.2     Indebtedness
6.8     Transactions with Affiliates
6.9     Permitted Sales and Leasebacks
6.12    Permitted Restrictions

EXHIBITS:

A       Form of Security Agreement
B       Form of Subordination Agreement
C       Form of Assignment and Assumption
D       Form of Lender Addendum
E       Form of Exemption Certificate


SIGNATORIES
<PAGE>
         LOAN AGREEMENT (this "Agreement"), dated as of June 24,2003, among
VIVENDI UNIVERSAL ENTERTAINMENT LLLP (the "Borrower"), the several banks and
other financial institutions or entities from time to time parties to this
Agreement (the "Lenders"), BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, as
co-administrative agents, BARCLAYS BANK PLC, as syndication agent (in such
capacity, the "Syndication Agent"), JPMORGAN CHASE BANK, as collateral agent,
and JPMORGAN CHASE BANK, as paying agent.

         The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

         1.1      Defined Terms. As used in this Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

         "ABR": for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/l00 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Paying Agent, as its prime
rate in effect at its principal office in New York City (the Prime Rate not
being intended to be the lowest rate of interest charged by the Paying Agent in
connection with extensions of credit to debtors). Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change.


         "ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.

         "Additional Indebtedness": Indebtedness incurred pursuant to Section
6.2(q).

         "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

         "Agents": the collective reference to the Co-Administrative Agents, the
Syndication Agent, the Collateral Agent and the Paying Agent.

         "Agreement": as defined in the preamble hereto.

         "Applicable Margin": for each Type of Loan, the rate per annum set
forth under the relevant column heading below:

                        ABR Loans                   Eurodollar Loans
                          1.75%                          2.75%

         "Approved Fund": as defined in Section 9.6(b).

         "Asset Sale": any Disposition of Subject Assets or series of related
Dispositions of Subject Assets (excluding any such Disposition permitted by
clauses (a)-(g) of Section 6.5) that yields gross proceeds to the Borrower or
any Domestic Subsidiary (valued at the initial principal amount thereof in the
case of non-cash proceeds consisting of notes or other debt securities and
valued at fair market value in the case of other non-cash proceeds) in excess of
$10,000,000.
<PAGE>
                                                                               2

         "Assignee": as defined in Section 9.6(b).

         "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit C, or in any other form approved by the
Paying Agent.

         "Benefited Lender": as defined in Section 9.7(a).

         "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

         "Borrower": as defined in the preamble hereto.

         "Business": as defined in Section 3.17(b).

         "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided that with respect to notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, such day is
also a day for trading by and between banks in Dollar deposits in the London
interbank market.

         "Canada Preferred Stock": the Preferred Stock, redemption value
CAN$l000 per share, of Universal Studios Canada Inc. (or its successors).

         "Canada Receivable": the receivable which at the date of this Agreement
is owing by a member of the Vivendi Group to a member of the Group, the amount
which shall at no time exceed CAN$52,000,000.

         "Capital Lease Obligations": as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.

         "Cash Collateral Event": any event that would be a Prepayment Event but
for the proviso to the definition of Prepayment Event.

         "Cash EBITDA": for any period, Consolidated EBITDA for such period
adjusted by (i) adding the amount of film and programming amortization costs
deducted in the determination thereof and (ii) deducting the amount of cash film
and programming production costs paid in such period by the Group and not
otherwise deducted in the determination thereof.

         "Cash Leverage Ratio": at any date, the Leverage Ratio at such date,
adjusted by substituting Cash EBITDA for Consolidated EBITDA for the relevant
period.

         "Change in Control": the cessation by Vivendi Universal to own,
directly or indirectly, more than 50% of the outstanding issued common Equity
Interests of the Borrower (to which is attached more than 50% of the common
voting rights of the Borrower) or the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the SEC
thereunder as in effect on the date hereof) of Equity Interests representing
more than 33 1/3% of either the aggregate ordinary voting power or the aggregate
equity value represented by the issued and outstanding Equity Interests in
Vivendi Universal.
<PAGE>
                                                                               3

         "Class A Preferred Interests": as defined in the Partnership Agreement.

         "Class B Preferred Interests": as defined in the Partnership Agreement.

         "Closing Date": the date designated by the Borrower pursuant to Section
2.2 as the date on which the Loans are to be made, which date shall be no later
than June 30, 2003.

         "Co-Administrative Agents": Bank of America, N.A. and JPMorgan Chase
Bank, as the co-administrative agents for the Lenders under this Agreement,
together with any successors in such capacity.

         "Code": the Internal Revenue Code of 1986, as amended from time to
time.

         "Collateral": all property of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

         "Collateral Agent": JPMorgan Chase Bank, in its capacity as
administrative agent for the secured parties under the Security Documents,
together with any successors in such capacity.

         "Collateral and Guarantee Requirement": the requirement that:

         (a)      the Collateral Agent shall have received from each Loan Party
                  either (i) a counterpart of the Security Agreement duly
                  executed and delivered on behalf of such Loan Party or (ii) in
                  the case of any Person that becomes a Loan Party after the
                  Closing Date, a supplement to the Security Agreement, in the
                  form specified therein, duly executed and delivered on behalf
                  of such Loan Party;

         (b)      all outstanding Equity Interests of each Subsidiary owned
                  directly by any Loan Party shall have been pledged pursuant to
                  the Security Agreement (except that the Loan Parties shall not
                  be required to pledge more than 66% of the outstanding voting
                  Equity Interests of any Foreign Subsidiary) and the Collateral
                  Agent shall have received all certificates or other
                  instruments representing such Equity Interests, together with
                  stock powers or other instruments of transfer with respect
                  thereto endorsed in blank;

         (c)      all Indebtedness of the Borrower and each Subsidiary that is
                  owing to any Loan Party and that is evidenced by a promissory
                  note shall have been pledged pursuant to the Security
                  Agreement and the Collateral Agent shall have received all
                  such promissory notes, together with instruments of transfer
                  with respect thereto endorsed in blank;

         (d)      all documents and instruments, including Uniform Commercial
                  Code financing statements, required by law or reasonably
                  requested by the Collateral Agent to be filed, registered or
                  recorded to create the Liens intended to be created by the
                  Security Agreement and the Mortgage and perfect such Liens to
                  the extent required by, and with the priority required by, the
                  Security Agreement and the Mortgage, shall have been filed,
                  registered or recorded or delivered to the Collateral Agent
                  for filing, registration or recording;

         (e)      the Collateral Agent shall have received (i) counterparts of a
                  Mortgage with respect to each Mortgaged Property duly executed
                  and delivered by the record
<PAGE>
                                                                               4

                  owner of such Mortgaged Property, (ii) a policy or policies of
                  title insurance issued by a nationally recognized title
                  insurance company insuring the Lien of each such Mortgage as a
                  valid first Lien on the Mortgaged Property described therein,
                  free of any Lien which is not a Permitted Encumbrance (as such
                  terms are defined in the Mortgage), together with such
                  endorsements, coinsurance and reinsurance as the Collateral
                  Agent or the Required Lenders may reasonably request and (iii)
                  such surveys, abstracts, appraisals, legal opinions and other
                  documents as the Collateral Agent or the Required Lenders may
                  reasonably request with respect to any such Mortgage or
                  Mortgaged Property;

         (f)      each Loan Party shall have obtained all material consents and
                  approvals required to be obtained by it in connection with the
                  execution and delivery of all Security Documents to which it
                  is a party, the performance of its obligations thereunder and
                  the granting by it of the Liens thereunder; and

         (g)      the Subordination Agreement shall have been executed and
                  delivered by the parties thereto.

         "Commitment": as to any Lender, the obligation of such Lender to make a
Loan to the Borrower in the principal amount set forth under the heading
"Commitment" opposite such Lender's name on Schedule 1.1A. The aggregate amount
of the Commitments is $920,000,000.

         "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender; and provided
further that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.12, 2.13, 2.14 or 9.5 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

         "Confidential Information Memorandum": the Confidential Information
Memorandum dated May 2003 and furnished to certain Lenders.

         "Consolidated": refers to the consolidation of the accounts of the
Borrower and its Subsidiaries in accordance with GAAP.

         "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Copyright Liens": any Liens granted by the Borrower or any Subsidiary
on copyrights relating to Product that is subject to contracts entitling the
Borrower or such Subsidiary to future payments in respect of such Product, which
contractual rights to future payments are to be transferred by the Borrower or
such Subsidiary to a special-purpose Subsidiary of the Borrower or such
Subsidiary organized for the purpose of monetizing such rights to future
payments and which Liens (i) are granted directly or indirectly for the benefit
of the special purpose Subsidiary and/or the Persons who purchase such
contractual rights to future payments from such special-purpose Subsidiary and
(ii) extend only to
<PAGE>
                                                                               5

copyrights for Product subject to such contracts for the purpose of permitting
the completion, distribution and exhibition of such Product.

         "Covenant Defeasance SPV": as defined in the definition of Covenant
Defeasance Transaction.

         "Covenant Defeasance Transaction": any or all of the following
transactions, as the context may require: (a) the issuance of additional
preferred or common Equity Interests in the Borrower to a member of the Vivendi
Group other than a Group Member; (b) a contribution of the proceeds of such
issuance (and/or any funds that could be disposed of pursuant to a Dividend at
the time in compliance with Section 6.6) to a special purpose entity (which may
be a special purpose subsidiary of the Borrower, a trust or similar limited
liability entity) formed to facilitate the transactions contemplated by this
definition (the "Covenant Defeasance SPV"), which shall have no Investment in
any other Group Member (other than Class A Preferred Interests or Class B
Preferred Interests); (c) the issuance for the account of the Covenant
Defeasance SPV of a letter of credit in the amount required by Section 5.05(a)
of the Partnership Agreement as a condition to the inapplicability of certain
covenants specified therein; (d) the pledge of the cash proceeds or funds
referred to in (b) above (or Investments acquired with such proceeds or funds)
to secure the obligations of the Covenant Defeasance SPV in respect of such
letter of credit; (e) the posting of such letter of credit in favor of the
holder of the Class A Preferred Interests as contemplated by Section 5.05 of the
Partnership Agreement; or (F) any other substantially similar transaction for
the defeasance of the covenants in the Partnership Agreement that benefit the
Class A Preferred Interests and/or the Class B Preferred Interests (including
arrangements for the assets of the Covenant Defeasance SPV to effect such
defeasance instead of supporting a letter of credit issued for such purpose)
which (i) is funded exclusively as contemplated by (a) and (b) above, (ii)
involves no Indebtedness of any Group Member except a Covenant Defeasance SPV
and (iii) involves no issuance or Disposition of Equity Interests in any Group
Member except the Borrower or a Covenant Defeasance SPV.

         "Default": any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

         "Disposition": with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms "Dispose" and "Disposed of" shall have correlative meanings. The granting
of a Lien shall not constitute a Disposition.

         "Dividends": as defined in Section 6.6.

         "Dollars" and "$": lawful currency of the United States.

         "Domestic Subsidiary": any Subsidiary which is not a Foreign
Subsidiary.

         "EBITDA": for any Person for any period, the Operating Income of such
Person for such period plus, without duplication and to the extent deducted in
determining such Operating Income, all amounts attributable to depreciation,
amortization (including deferred compensation in connection with certain stock
options), other noncash, nonrecurring gains and losses and noncash write-offs of
or impairment charges for goodwill and other assets, and less reversal, if any,
when paid, for such period, all determined in accordance with GAAP.

         "Eligible Subsidiary": a Material Subsidiary which (i) is not a Foreign
Subsidiary, (ii) is "disregarded" as an entity separate from the Borrower for
U.S. federal income tax purposes, (iii) is not a
<PAGE>
                                                                               6

special purpose entity created to effect a Film Rights Securitization and (iv)
is not a Covenant Defeasance SPV.

         "Environmental Laws": any and all foreign, federal, state, local or
municipal laws, statutes and regulations, together with legally enforceable
rules, orders, ordinances, codes, decrees and requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection
of human health or the environment, as now or may at any time hereafter be in
effect.

         "Equity Interests": means shares of equity interests, partnership
interests, membership interests in limited liability company or limited
liability limited partnership and beneficial interests in a trust or other
equity ownership interests in a Person and any and all warrants, rights or
options to purchase any of the foregoing.

         "ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "ERISA Affiliate": any trade or business (whether or not incorporated)
that, together with the Borrower, is treated as a single employer under Section
414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under Section 414 of
the Code.

         "ERISA Event": (a) any Reportable Event; (b) the existence with respect
to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of
the Code or Section 302 of ERISA), whether or not waived; (c) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a Plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of withdrawal liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

         "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

         "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the "Eurodollar Base Rate" shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
<PAGE>
                                                                               7

selected by the Paying Agent or, in the absence of such availability, by
reference to the rate at which the Paying Agent is offered Dollar deposits at or
about 11:00 A.M., New York City time, two Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where its eurodollar
and foreign currency and exchange operations are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein.

         "Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.

         "Eurodollar Rate": with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

         "Eurodollar Tranche": the collective reference to Eurodollar Loans, the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).

         "Event of Default": any of the events specified in Section 7; provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

         "Exempt Transaction": any Disposition of rights in items of Product as
a method of raising finance or financing the creation, production, development
or distribution of such Product in connection with a Governmental Incentive
Program, in each case in the ordinary course of business.

         "Existing Facility": the Amended and Restated Agreement dated as of
November 25, 2002 among the Borrower, Banc of America Securities LLC and J.P.
Morgan Securities Inc., as mandated lead arrangers, the financial institutions
listed on the Schedule 1 thereto and JPMorgan Chase Bank, as administrative
agent.

         "Exposure": with respect to any Lender at any time, an amount equal to
(a) until the Closing Date, the amount of such Lender's Commitment at such time
and (b) thereafter, the aggregate then unpaid principal amount of such Lender's
Loans.

         "Federal Funds Effective Rate": for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Paying Agent from
three federal funds brokers of recognized standing selected by it.

         "Film Rights Securitization": any securitization transaction with
respect to Intellectual Property of a Group Member in which the recourse of the
parties providing financing is limited to the related Intellectual Property to
an extent substantially similar to the Initial Film Rights Securitization. For
avoidance of doubt, a Film Rights Securitization is a continuing transaction
involving multiple transfers and payments over a period of time.

         "Financial Obligations": obligations in respect of Indebtedness or a
Swap Agreement. The principal amount of a Financial Obligation in respect of a
Swap Agreement at any time is the
<PAGE>
                                                                               8

maximum aggregate amount (giving effect to any legally enforceable netting
agreements) that the Group would be required to pay if such Swap Agreement were
terminated at such time.

         "Fixed Charges": for any Person for any period, the sum of, without
duplication, (i) the Interest Expense of such Person, (ii) income taxes payable
by such Person, (iii) Tax Distributions payable by such Person, (iv) scheduled
amortization of Indebtedness of such Person and (v) capital expenditures by such
Person.

         "Foreign Subsidiary": any Subsidiary which is a "controlled foreign
corporation" within the meaning of the Code.

         "Funding Office": the office of the Paying Agent specified in Section
9.2 or such other office as may be specified from time to time by the Paying
Agent as its funding office by written notice to the Borrower and the Lenders.

         "GAAP": generally accepted accounting principles in the United States.

         "Geographical Territory": any specific geographical area constituting a
territory, nation, country, state, governmental entity or any subdivision
thereof located anywhere in the universe.

         "Governmental Authority": any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

         "Governmental Incentive Program": a program or policy (i) enacted,
adopted or sponsored by a government of a Geographical Territory other than the
United States of America or any part thereof and (ii) having the effect of
creating incentives or benefits, including tax and/or financing benefits, in
connection with all or a portion of any item of Product.

         "Group": the collective reference to the Borrower and its Subsidiaries.

         "Group Member": the Borrower or any of its Subsidiaries.

         "Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation, including a reimbursement, counterindemnity or similar
obligation, of the guaranteeing person that guarantees or in effect guarantees,
or which is given to induce the creation of a separate obligation by another
Person (including any bank under any letter of credit) that guarantees or in
effect guarantees, any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person at any time shall be deemed to be the
lower of (a) an amount equal
<PAGE>
                                                                               9

to the stated or determinable amount at such time of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum amount
for which such guaranteeing person may be liable at such time pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof at such time as determined by the
Borrower in good faith; provided, however, that if such guaranteeing person has
not assumed such primary obligation, such amount shall be the lesser of the
foregoing and the value of the property of such guaranteeing person which is
subject to a Lien securing such primary obligation. It is understood that
financing structures referred to as "synthetic leases" normally entail a
Guarantee Obligation of Indebtedness of the lessee.

         "Guarantor": each Eligible Subsidiary

         "High-Yield Debt": any Indebtedness incurred through issuance of
unsecured debt securities of the Borrower in a capital markets transaction.

         "Indebtedness": without duplication, any indebtedness owing by a Person
in respect of:

         (a)      moneys borrowed;

         (b)      any debenture, bond, note, loan or other debt security;

         (c)      any acceptance credit;

         (d)      receivables sold or discounted (otherwise than on a
                  non-recourse basis in the ordinary course of business and not
                  as a method of raising finance), including any Film Rights
                  Securitization;

         (e)      the acquisition cost of any asset to the extent payable before
                  or after the time of acquisition or possession by the party
                  liable where the advance or deferred payment is arranged
                  primarily as a method of raising finance or financing the
                  acquisition of that asset;

         (f)      Capital Lease Obligations;

         (g)      any Guarantee Obligation in respect of Indebtedness of any
                  other Person;

         (h)      any obligation upon which interest charges are customarily
                  paid;

         (i)      any obligation under conditional sale or other title retention
                  agreements relating to property acquired;

         (j)      any Indebtedness of others secured by (or for which the holder
                  of such Indebtedness has an existing right, contingent or
                  otherwise, to be secured by) any Lien on property owned by
                  such Person, whether or not the Indebtedness secured thereby
                  has been assumed; and

         (k)      any obligation, contingent or otherwise, in respect of letters
                  of credit and letters of guaranty.



<PAGE>
                                                                              10

         The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor or to the extent such Indebtedness is already taken into account with
respect to such Person. For avoidance of doubt, the obligations of Affiliates to
members of the Group, and the obligations of members of the Group to the
relevant Affiliate, in respect of payments received by Affiliates for video
sales by members of the Group as contemplated by subpart (b) of Schedule 5.8
constitute Indebtedness of the obligor for purposes of this Agreement.

         Notwithstanding the foregoing, "Indebtedness" does not include (i) the
Class A Preferred Interests or the Class B Preferred Interests (or similar
preferred Equity Interests in the Borrower), (ii) any UCI Loan (other than for
purposes of the Subordination Agreement), (iii) any Indebtedness of the Borrower
arising in connection with any UCI Loan in the form of a guarantee of or pledge
of cash collateral securing any Indebtedness of UCI as contemplated by Section
6.7(p), for so long as the related UCI Loan remains outstanding, (iv) the
Indebtedness of USJ Co., Ltd. that is secured by a Lien on Equity Interests in
USJ Co., Ltd. that are owned by Universal Studios Entertainment Japan Investment
Company LLC, (v) amounts owed to any member of the Vivendi Group attributable to
the commingling of U.K. music and video receivables or (vi) any of the following
which arise in the ordinary course of business of the group:

         (a)      trade accounts payable that are not more than 120 days past
                  due;

         (b)      advances to a Person which give rise to an obligation to be
                  satisfied, in the first instance, otherwise than by repayment
                  of money (including, for the avoidance of doubt, an obligation
                  to provide goods or services such as the production, creation,
                  development, distribution or other exploitation of Product);

         (c)      any liabilities that relate to profit participations,
                  deferments or guild residuals in connection with the
                  production of an item of Product (including those that are
                  held by or accruing in favor of (i) the Screen Actors Guild,
                  the Writers Guild of America, the Directors Guild of America,
                  the International Alliance of Theatrical and Stage Employees,
                  and any other unions, guilds or collective bargaining units
                  who have rights in or control over items of Product, and (ii)
                  any Persons who hold participation or residual interests in
                  items of Product);

         (d)      any claims, interests, rights, participations, liens,
                  encumbrances or security interests (of whatever nature) that
                  are held by or accrue in favor of any completion guarantor,
                  financier or other third person related to production,
                  acquisition or exploitation rights in items of Product;

         (e)      endorsements for collection or deposit;

         (f)      obligations to pay royalties or other participations (whenever
                  accrued);

         (g)      contingent or optional funding commitments relating to Persons
                  in which the Borrower or one of its Subsidiaries has an
                  interest (except for funding commitments that are reasonably
                  likely to come due or be called prior to the final maturity
                  date of the Loans but including the equity funding commitment
                  contemplated by Section 6.7(s));
<PAGE>
                                                                              11


         (h)      non-recourse forward sales of rights in items of Product;

         (i)      commitments for production costs or P&A related to items of
                  Product;

         (j)      obligations owing to any government of a Geographical
                  Territory under a Governmental Incentive Program; and

         (k)      obligations in respect of performance bonds, completion bonds,
                  bid bonds, surety bonds or similar obligations which are not
                  themselves a guarantee of, or an indemnity or similar
                  assurance against financial loss in respect of, an obligation
                  that constitutes Indebtedness.

         "Initial Aggregate Funded Amount": the aggregate principal amount of
Loans funded hereunder.

         "Initial Film Rights Securitization": the securitization transaction
consummated pursuant to the Sale and Contribution Agreement dated as of March
31, 2003 between Universal Film Funding LLC, as purchaser, and Universal City
Studios Productions LLLP, as Seller, and the notes issued in connection
therewith under an Indenture dated as of March 31, 2003 between Universal Film
Funding LLC, as issuer, and Wells Fargo Bank Minnesota, National Association, as
indenture trustee.

         "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

         "Interest Expense": for any Person for any period, the sum of, without
duplication, (i) the interest expense (including imputed interest expense in
respect of Capital Lease Obligations) of such Person in respect of Indebtedness
(net of all interest income of such Person) for such period, determined in
accordance with GAAP, plus (ii) any interest accrued during such period in
respect of Indebtedness of such Person that is required to be capitalized rather
than included in interest expense for such period in accordance with GAAP plus
(iii) in the case of the Borrower, cash distributions on its Class B Preferred
Interests made pursuant to Section 8.01(a) of the Partnership Agreement minus
(iv) to the extent otherwise included, amortization of debt issuance expense and
similar non-cash items; provided that the Interest Expense for the Group shall
be calculated as follows for the indicated period: (i) for the twelve- month
period ending September 30, 2003, by multiplying Interest Expense for the fiscal
quarter then ended by four; (ii) for the twelve-month period ending December 31,
2003, by multiplying the Interest Expense for the two fiscal quarters then
ended by two; and (iii) for the twelve-month period ending March 31, 2004, by
multiplying the Interest Expense for the three fiscal quarters then ended by
4/3.

         "Interest Payment Date": (a) as to any ABR Loan, the last Business Day
of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurodollar
Loan having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof,
after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Loan, the date of any repayment or prepayment made in
respect thereof.
<PAGE>
                                                                              12


         "Interest Period": as to any Eurodollar Loan: (a) initially, the period
commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurodollar Loan and ending one, two, three or six or (subject to the
prior approval of all Lenders) any other period of time thereafter, as selected
by the Borrower in its notice of borrowing or notice of conversion, as the case
may be, given with respect thereto; and (b) thereafter, each period commencing
on the last day of the next preceding Interest Period applicable to such
Eurodollar Loan and ending one, two, three or six or (subject to the prior
approval of all Lenders) any other period of time thereafter, as selected by the
Borrower by irrevocable notice to the Paying Agent not later than 11 :00 A.M.,
New York City time, on the date that is three Business Days prior to the last
day of the then current Interest Period with respect thereto; provided that all
of the foregoing provisions relating to Interest Periods are subject to the
following:

         (i)      if any Interest Period would otherwise end on a day that is
                  not a Business Day, such Interest Period shall be extended to
                  the next succeeding Business Day unless the result of such
                  extension would be to carry such Interest Period into another
                  calendar month in which event such Interest Period shall end
                  on the immediately preceding Business Day;

         (ii)     the Borrower may not select an Interest Period that would
                  extend beyond the date final payment is due on the relevant
                  Loans;

         (iii)    any Interest Period that begins on the last Business Day of a
                  calendar month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of a
                  calendar month; and

         (iv)     no Interest Period longer than one month may commence prior to
                  30 days after the Closing Date.

         "Investment Grade": having credit ratings of at least BBB- as published
by S&P and at least Baa3 as published by Moody's (in each case with a stable
outlook).

         "Investments": as defined in Section 6.7.

         "Lender": each Person that has a Commitment or that holds a Loan.

         "Lender Addendum": an instrument, substantially in the form of Exhibit
D, by which a Lender becomes a party to this Agreement as of the Closing Date.

         "Leverage Ratio": on any date, the ratio of (a) Consolidated
Indebtedness (less (i) the aggregate amount of cash collateral for the Loans
held by the Collateral Agent pursuant to Section 5.9(f) or otherwise, (ii) the
aggregate amount of Indebtedness of any Affiliate (other than (x) Indebtedness
of a Group Member and (y) the Canada Receivable) owing to any Group Member, but
not in excess of the aggregate amount of Indebtedness of the Group that is
subject to the Subordination Agreement and (iii) to the extent reflected in
Consolidated Indebtedness, Indebtedness of a Covenant Defeasance SPV incurred in
connection with a Covenant Defeasance Transaction) as of such date to (b)
Consolidated EBITDA for the period of four consecutive fiscal quarters of the
Borrower ended on such date (or, if such date is not the last day of a fiscal
quarter, ended on the last day of the fiscal quarter of the Borrower most
recently ended prior to such date); provided that if there shall have been a
Material Acquisition or a Material Disposition during such period, Consolidated
EBITDA shall be calculated on a pro forma basis giving effect thereto as if such
acquisition or disposition had occurred on the first day of such period. For
avoidance of doubt, Consolidated Indebtedness referred to above includes
(without duplication) any
<PAGE>
                                                                              13


Guarantee Obligation of any Group Member in respect of Indebtedness of any other
Person and any other Indebtedness of the type described in clause (k) of the
definition of Indebtedness.

         "Lien": any mortgage, pledge, hypothecation, encumbrance, lien
(statutory or other), charge or other security interest of any kind or nature
whatsoever (including any conditional sale or other title retention agreement
and any capital lease having substantially the same economic effect as any of
the foregoing).

         "Loan": as defined in Section 2.l(a).

         "Loan Documents": this Agreement, the Security Documents, the Notes,
the Subordination Agreement and any amendment, waiver, supplement or other
modification to any of the foregoing.

         "Loan Parties": the Borrower and the Eligible Subsidiaries.

         "Material Acquisition": any acquisition of property or series of
related acquisitions of property that (i) constitutes assets comprising all or
substantially all of an operating unit of a business or (ii) constitutes Equity
Interests in a Person that becomes a Subsidiary as a result of such acquisition,
if such operating unit or Person had EBITDA in excess of $10,000,000 for its
most recent fiscal year prior to such acquisition for which such amount is
determinable.

         "Material Adverse Effect": a material adverse effect on (a) the
business, assets, property, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Agents or the Lenders hereunder or thereunder.

         "Material Disposition": any Disposition of property or series of
related Dispositions of property that (i) constitutes assets comprising all or
substantially all of an operating unit of a business or (ii) constitutes Equity
Interests in a Person that ceases to be a Subsidiary as a result of such
Disposition, if such operating unit or Person had EBITDA in excess of
$10,000,000 for its most recent fiscal year prior to such Disposition for which
such amount is determinable; provided that the Disposition of Spencer Gifts LLC
will not be deemed a Material Disposition.

         "Material Domestic Subsidiary": any Material Subsidiary which is a
Domestic Subsidiary.

         "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation. Materials of Environmental Concern do not
include commercially reasonable amounts of such substances used or stored in the
ordinary course of occupancy, use or maintenance; provided that such substances
are used or stored in accordance with Environmental Laws.

         "Material Subsidiary": (a) each Subsidiary so designated on Schedule
3.15, (b) each other Subsidiary having total assets (consolidated in the case of
a Subsidiary which itself has one or more subsidiaries) exceeding $50,000,000,
(c) each other Subsidiary whose EBITDA (consolidated in the case of a Subsidiary
which itself has one or more subsidiaries) represents 5% or more of Consolidated
EBITDA for the most recent fiscal year of the Borrower then ended and (d) any
other Subsidiary which is the successor by amalgamation, merger, consolidation
or the like to, or which is the transferee (other than
<PAGE>
                                                                              14


by reason of transfers made in the ordinary course of business) of sufficient
assets that the receiving Subsidiary would have been a Material Subsidiary had
the transfer occurred on or before the date of the latest audited consolidated
accounts of the Group; in a case of a transfer of all or substantially all the
assets of a Material Subsidiary, the disposing Material Subsidiary shall
forthwith upon the transfer taking place cease to be a Material Subsidiary.

         "Moody's": Moody's Investors Service, Inc.

         "Mortgage": a mortgage, deed of trust, leasehold mortgage, leasehold
deed of trust, assignment of leases and rents or other security document
granting a Lien on any Mortgaged Property to secure the obligations under the
Loan Documents of each Loan Party party to such Mortgage. Each Mortgage shall be
reasonably satisfactory in form and substance to the Co-Administrative Agents.

         "Mortgaged Property": initially, each parcel of real property (or
leasehold interest therein) and the improvements thereto owned by a Loan Party
and identified on Schedule 1.1B, and includes each other parcel of real property
and improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.9.

         "Multiemployer Plan": a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

         "Net Proceeds": with respect to any event (a) the cash proceeds
received by the Borrower and its Domestic Subsidiaries (and, in the case of a
Film Rights Securitization, its Foreign Subsidiaries) in respect of such event
including (i) any cash received in respect of any non-cash proceeds, but only as
and when received, (ii) in the case of a casualty, insurance proceeds, if in
excess of $1,000,000, and (iii) in the case of a condemnation or similar event,
condemnation awards and similar payments if in excess of $1,000,000, net of (b)
the sum of (i) all reasonable fees and out-of-pocket expenses paid by the
Borrower and its Subsidiaries to third parties (other than Affiliates) in
connection with such event (including underwriting discounts and commissions,
brokerage or other selling commissions, legal, advisory and other fees and
expenses, including title and recording fees and expenses and appraisal and
environmental fees and expenses), (ii) in the case of an Asset Sale or a
Recovery Event, the amount of all payments required to be made by the Borrower
and its Subsidiaries as a result of such event to repay Indebtedness (other than
Loans) directly or indirectly secured by such asset (or, in the case of a
Disposition of a Subsidiary, for which such Subsidiary is liable), (iii) any
amounts applied to repay the UCI Loan as permitted by Section 6.6(j) and (iv)
the amount of all taxes paid (or reasonably estimated to be payable) by the
Borrower and its Subsidiaries (including for this purpose any Tax Distributions
required to be made by the Borrower in respect of such event, but not any other
direct or indirect third- party tax indemnity, except any tax indemnity in favor
of the purchaser or its Affiliates in connection with a Disposition of assets),
and the amount of any reserves established by the Borrower and its Subsidiaries
to fund contingent liabilities reasonably estimated to be payable, in each case
during the year that such event occurred or the next two succeeding years and
that are directly attributable to such event (as determined reasonably and in
good faith by the chief financial officer of the Borrower). The Net Proceeds of
any revolving credit or similar facility shall be the net rather than the gross
amount of financing obtained thereunder. The amount of proceeds received by the
Borrower and its Subsidiaries pursuant to any Film Rights Securitization shall
be deemed to be equal to (A) initially, the initial amount outstanding under any
financing provided (other than by a Group Member) to a Subsidiary of the
Borrower in connection with such Film Rights Securitization (a "Securitization
Financing"), and (B) thereafter, an amount corresponding, at any time, to an
increase of the aggregate outstanding amount under the Securitization Financing
relating to such Film Rights Securitization to an amount greater than the
highest amount outstanding under such Securitization Financing prior to such
time, in each case net of (1) amounts described in clause (b) above, to the
extent applicable, and (2) reserves required to be funded in connection with
such Film Rights Securitization so long as such reserves are required to be
maintained.
<PAGE>
                                                                              15


         "Non-Excluded Taxes": as defined in Section 2.13(a).

         "Non-U.S. Lender": as defined in Section 2.13(d).

         "Notes": the collective reference to any promissory note evidencing
Loans.

         "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to any Agent
or to any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other Loan Document or any other
document made, delivered or given in connection herewith or therewith, whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including all fees, charges and disbursements of counsel to any
Agent or to any Lender that are required to be paid by the Borrower pursuant
hereto) or otherwise.

         "Operating Income": for any Person for any period, the operating
earnings or losses of such Person before interest, income taxes, equity
earnings, minority interests and cumulative effects of changes in accounting
principles for such period determined in accordance with GAAP.

         "Other Taxes": any and all present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.

         "P&A": distribution costs for Theatrical Exploitation attributable to
(i) costs of advertising, promotion and publicity for an item of Product and
(ii) costs for positive prints, internegatives, magnetic and optical sound
tracks, trailers and other copies of an item of Product.

         "Participant": as defined in Section 9.6(c).

         "Partnership Agreement": as defined in the Transaction Agreement.

         "Paving Agent": JPMorgan Chase Bank, as the paying agent for the
Lenders under this Agreement, together with any successors in such capacity.

         "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA (or any successor).

         "Perfection Certificate": as defined in the Security Agreement.

         "Permitted Debt": Additional Indebtedness incurred in one or more
capital market transactions consummated on or prior to December 31, 2003 in an
aggregate principal amount up to $500,000,000.

         "Permitted Hedge": any Swap Agreement permitted by Section 6.10.

         "Permitted Investments":
<PAGE>
                                                                              16


         (a)      direct obligations of, or obligations the principal of and
                  interest on which are unconditionally guaranteed by, the
                  United States of America (or by any agency thereof to the
                  extent such obligations are backed by the full faith and
                  credit of the United States of America), in each case maturing
                  within one year from the date of acquisition thereof;

         (b)      investments in commercial paper maturing within one year from
                  the date of acquisition thereof and having, at such date of
                  acquisition, one of the two highest credit ratings obtainable
                  from S&P and from Moody's (which, as of the date of this
                  Agreement, includes A-2 and P-2);

         (c)      investments in certificates of deposit, banker's acceptances
                  and time deposits maturing within 180 days from the date of
                  acquisition thereof issued or guaranteed by or placed with,
                  and money market deposit accounts issued or offered by, any
                  commercial bank organized under the laws of the United States
                  or any State thereof (or, in the case of investments made by
                  Foreign Subsidiaries, England, France or Germany or any
                  political subdivision thereof) which has a combined capital
                  and surplus and undivided profits of not less than
                  $500,000,000 (or the equivalent in other currencies);

         (d)      fully collateralized repurchase agreements with a term of not
                  more than 30 days for securities described in paragraph (a)
                  above and entered into with a financial institution satisfying
                  the criteria described in paragraph (c) above;

         (e)      securities issued by any state of the United States or any
                  political subdivision of any such state or any public
                  instrumentality thereof having maturities of not more than one
                  year from the date of acquisition thereof and, at the time of
                  acquisition thereof, having one of the two highest credit
                  ratings obtainable from S&P and from Moody's;

         (f)      securities issued by any foreign government or any political
                  subdivision of any foreign government or any public
                  instrumentality thereof having maturities of not more than one
                  year from the date of acquisition thereof and, at the time of
                  acquisition, having one of the two highest credit ratings
                  obtainable from S&P and from Moody's;

         (g)      money market funds that (i) comply with the criteria set forth
                  in SEC Rule 2a-7 under the Investment Company Act of 1940,
                  (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have
                  portfolio assets of at least $5,000,000,000; and

         (h)      demand deposit accounts maintained in the ordinary course of
                  business.

         "Permitted Lines of Business": the media, tourism and entertainment
businesses.

         "Permitted Refinancing": any extension, renewal, refinancing or
replacement of Indebtedness that satisfies the following conditions:

         (a)      the outstanding principal amount thereof is not increased
                  (except to cover reasonable transaction costs);
<PAGE>
                                                                              17


         (b)      such indebtedness matures no earlier than the earlier of (i)
                  the maturity of the Indebtedness so refinanced and (ii) six
                  months after the maturity of the Loans; and

         (c)      the borrower or issuer in respect of such Indebtedness is not
                  changed, except that (i) the Borrower may be the borrower or
                  issuer in respect of Indebtedness incurred to extend, renew,
                  refinance or replace Indebtedness of a Subsidiary and (ii) a
                  special purpose entity created to effect a Film Rights
                  Securitization may be the obligor in respect of a Film Rights
                  Securitization that extends, renews, refinances or replaces
                  another Film Rights Securitization.

         "Permitted Restrictions": any of the following:

         (a)      any restrictions imposed by the Loan Documents;

         (b)      the restrictions existing on the date hereof identified on
                  Schedule 6.12 (but not any amendment or modification expanding
                  the scope of any such restriction);

         (c)      customary restrictions contained in agreements relating to the
                  Disposition of a Subsidiary pending consummation of such
                  Disposition, provided such restrictions apply only to the
                  Subsidiary that is to be Disposed of and such Disposition is
                  permitted hereunder;

         (d)      restrictions imposed by any agreement relating to a Lien
                  permitted by this Agreement if such restrictions apply only to
                  the property or assets subject to such Lien;

         (e)      customary restrictions in leases and other contracts
                  restricting the assignment thereof;

         (f)      customary restrictions included in the documentation governing
                  any High-Yield Debt; provided that such restrictions shall
                  not prohibit or limit the ability of any Group Member to
                  create Liens to secure obligations under this Agreement and
                  the other Loan Documents;

         (g)      customary restrictions applicable to a Covenant Defeasance SPV
                  or a special purpose entity created to effect a Film Rights
                  Securitization;

         (h)      customary restrictions contained in a co-production or
                  distribution agreement if such restrictions apply only to the
                  related Product and revenues therefrom; and

         (i)      restrictions applicable to interests in a joint venture or
                  other Investments in a Person that is not a Subsidiary.

         "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

         "Plan": at a particular time, any employee pension benefit plan (other
than a Multiemployer Plan) that is covered by Title IV of ERISA and in respect
of which the Borrower or an
<PAGE>
                                                                              18


ERISA Affiliate is (or, if such plan were terminated at such time, would under
Section 4069 of ERlSA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

         "Pledge Subsidiary": each Material Domestic Subsidiary which is not an
Eligible Subsidiary or a Subsidiary of another Pledge Subsidiary.

         "Prepayment Event":

         (a)      the incurrence by any Group Member of any Indebtedness
                  permitted solely by either Section 6.2(c) or the parenthetical
                  exclusion to Section 6.2(k);

         (b)      the issuance by the Borrower of any Equity Interests, other
                  than any such issuance to Vivendi Universal or a subsidiary of
                  Vivendi Universal or any then existing holder of Equity
                  Interests in the Borrower;

         (c)      any Asset Sale; or

         (d)      any Recovery Event;

provided that no such event in (b), (c) or (d) shall be a Prepayment Event if
consummated prior to May 8, 2004 or such later date as in the reasonable
judgment of the Borrower is necessary to avoid adverse tax consequences to the
Group or its Affiliates.

         "Product": any live performance, motion picture, television
programming, film, video tape, DVD or other product produced for theatrical,
non-theatrical or television release or for release in any other medium, in each
case whether recorded on film, videotape, cassette, cartridge, disc or on or by
any other means, method, process or device whether now known or hereafter
developed, with respect to which the Borrower or a Subsidiary (i) is an initial
copyright owner or (ii) acquires (or will acquire upon delivery) an equity
interest or distribution rights. The term "item of Product" shall include the
scenario, screenplay or script upon which such Product is based, all of the
properties thereof, tangible and intangible, and whether now in existence or
hereafter to be made or produced, whether or not in possession of the Borrower
or any Subsidiary, and all rights therein and thereto of every kind and
character.

         "Projections": as defined in Section 5.2(c).

         "Properties": as defined in Section 3.17(a).

         "Recovery Event": any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any Subject Assets (other than in respect of business interruption insurance).

         "Reduction Percentage": (i) in respect of the incurrence of
Indebtedness, l00%, (ii) in respect of the issuance of Equity Interests, 50% and
(iii) in respect of an Asset Sale or Recovery Event, 100%.

         "Register": as defined in Section 9.6(b).

         "Regulation U": Regulation U of the Board as in effect from time to
time.
<PAGE>
                                                                              19


         "Reinvestment Deferred Amount": with respect to any Reinvestment Event,
the aggregate Net Proceeds received by any Group Member in connection therewith
that are not applied to prepay the Loans pursuant to Section 2.5 as a result of
the delivery of a Reinvestment Notice.

         "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

         "Reinvestment Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the Borrower (directly or indirectly through one or more Subsidiaries) elects to
use all or a specified portion of the Net Proceeds of an Asset Sale or Recovery
Event to acquire or repair assets useful in its business.

         "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire or repair
assets useful in the Borrower's business.

         "Reinvestment Prepayment Date": with respect to the Net Proceeds of any
Reinvestment Event, the date occurring 270 days after receipt of such Net
Proceeds.

         "Reportable Event": any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived with respect to a Plan.

         "Required Lenders": at any time, Lenders having Exposures aggregating
more than 50% of the Exposures of all Lenders at the time.

         "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of any
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

         "Responsible Officer": the chief executive officer, president, chief
financial officer, general counsel and treasurer of the Borrower but in any
event, with respect to financial matters, the chief financial officer or the
treasurer of the Borrower.

         "Restricted Payments": as defined in Section 6.6.

         "SEC: the Securities and Exchange Commission, any successor thereto and
any analogous Governmental Authority.

         "S&P": Standard & Poor's Ratings Services.

         "Secured Guarantee": as defined in the Security Agreement.

         "Security Agreement": the Amended and Restated Guarantee and Security
Agreement among the Borrower, the Subsidiaries of the Borrower from time to time
party thereto and the Collateral Agent, substantially in the form of Exhibit A.

         "Security Documents": the collective reference to the Security
Agreement, the Mortgages and all other security documents hereafter delivered to
the Collateral Agent granting a Lien on any property of any Person to secure the
obligations and liabilities of any Loan Party under any Loan Document.
<PAGE>
                                                                              20

         "Senior Leverage Ratio": at any date, the Leverage Ratio at such date,
adjusted by excluding from Consolidated Indebtedness any Indebtedness which is
unsecured or which is by its terms subordinate in right of payment to the Loans.

         "Special Fee Advance Agreement": Special Fee Advance Agreement dated as
of March 28, 2003 among VUE, Universal City Property Management II LLC,
Universal City Florida Holding Co. I, Universal City Florida Holding Co. II,
Blackstone UTP Capital Partners L.P., Blackstone UTP Capital Partners A L.P.,
Blackstone UTP Offshore Capital Partners L.P. and Blackstone Family Media
Partnership III L.P.

         "Subject Assets": any property or assets of the Borrower or its
Subsidiaries (excluding (i) any receivables and related assets Disposed of in
connection with any Film Rights Securitization otherwise permitted, (ii) Spencer
Gifts LLC (and its subsidiaries), (iii) the real property and improvements set
forth on Schedule 1.1C and (iv) UCI (and its subsidiaries) and the Group's film
studios, theme parks and other real estate assets so long as (in the case of
this clause (iv)), after giving effect to any Disposition thereof and any
related payment of Indebtedness (or collateralization of the Loans), the Cash
Leverage Ratio is less than (a) 3.0 to 1.0 for any Disposition consummated prior
to the date occurring 18 months following the Closing Date and (b) 2.5 to 1.0
for any such Disposition consummated on or after the date occurring 18 months
following the Closing Date). If a Disposition would have constituted a
Disposition of Subject Assets but for a related payment (or collateralization)
of the Loans, the Net Proceeds of such Disposition shall be deemed Net Proceeds
of a Prepayment Event (or Cash Collateral Event) to the extent of such payment
(or collateralization).

         "Subordination Agreement": the Amended and Restated Subordination
Agreement entered into as of the Closing Date among the Borrower, certain of the
Guarantors, Vivendi Universal Holding I Corp. and Universal Studios Holding III
Corp., substantially in the form attached hereto as Exhibit B.

         "subsidiary": with respect to any Person (the "parent") at any date (i)
any corporation, limited liability company, limited liability limited
partnership, partnership, association or other entity the accounts of which
would be consolidated with those of the parent in the parent's consolidated
financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as (ii) any other corporation, limited
liability company, limited liability limited partnership, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or in the case of a partnership more than 50% of the general partnership
interests are, as of such date, owned, controlled or held by the parent.

         "Subsidiary": any subsidiary of the Borrower.

         "Swap Agreement": any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or any of its Subsidiaries shall be a "Swap Agreement".

         "Syndication Agent": as defined in the preamble hereto.

         "Tax Distributions": any distributions required to be made by Section
8.2 of the Partnership Agreement as in effect on the date hereof.
<PAGE>
                                                                              21


         "Television Assets": assets of the Television Segment (including any
Equity Interests in or Indebtedness of a Television Subsidiary).

         "Television Financial Statements": as defined in Section 3.1(b).

         "Television Segment": the television production and cable television
businesses of the Group.

         "Television Subsidiary": any Subsidiary which owns any Television
Assets (other than Television Assets which are insignificant in relation both to
the other assets of such Subsidiary as well as to the assets of the Television
Segment).

         "Theatrical Exploitation": any manner of exploitation, reproduction,
distribution, sale, manufacturing, use, performance or other manner of
dissemination of items of Product by all means of cinematic (e.g., theatrical,
non-theatrical and public video) exhibition, as those terms are commonly
understood in the entertainment industry, including exhibition in hotels and on
ships and airlines.

         "Transaction": means collectively, the contributions of assets to the
Borrower contemplated by the Transaction Agreement that occurred in connection
with the initial closing thereunder.

         "Transaction Agreement": means the Amended and Restated Transaction
Agreement dated as of December 16, 2001, by and among Vivendi Universal, S.A.,
Universal Studios Inc., USA Networks, Inc., USANi LLC, Liberty Media Corporation
and Barry Diller, as in effect on May 7, 2002.

         "Transferee": any Assignee or Participant.

         "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

         "United States": the United States of America.

         "UCI": collectively, United Cinemas International Multiplex B.V. and
Cinema International Corporation N.V.

         "UCI Loan": means a loan or loans by Vivendi Universal or another
Affiliate to the Borrower in an amount up to the aggregate of L165,000,000 and
E 15,500,000 outstanding at any time (and any related accrued interest) to
finance directly or indirectly an Investment by the Borrower in UCI; provided
that such loan or loans (i) shall be subject to the Subordination Agreement and
(ii) shall by its or their terms require no payments by the Borrower except upon
receipt of, and then only to the extent of, distributions from UCI and/or
proceeds of any Disposition of UCI.

         "Vivendi Group": means Vivendi Universal and its subsidiaries.

         "Vivendi Material Subsidiary": means, at any time,

         (a)      any subsidiary of Vivendi Universal which is consolidated in
                  the consolidated accounts of the Vivendi Group as prepared in
                  accordance with generally accepted accounting principles in
                  France:

                  (i)      whose total assets (consolidated in the case of a
                           subsidiary of Vivendi Universal which itself has a
                           subsidiary) represent not less than 5 per cent
<PAGE>
                                                                              22


                           of consolidated total assets of the Vivendi Group (as
                           shown in the then latest consolidated accounts of the
                           Vivendi Group made publicly available by Vivendi
                           Universal); and/or

                  (ii)     whose EBITDA (consolidated in the case of a
                           subsidiary of Vivendi Universal which itself has a
                           subsidiary) represent not less than 5 per cent of
                           EBITDA of the Vivendi Group (as shown in the then
                           latest consolidated accounts of the Vivendi Group
                           made publicly available by Vivendi Universal); and

         (b)      any other subsidiary of Vivendi Universal (the "receiving
                  Vivendi Subsidiary") to which after the date of the latest
                  consolidated accounts of the Vivendi Group is transferred
                  either:

                  (i)      all or substantially all the assets of another
                           subsidiary which immediately prior to the transfer
                           was a Vivendi Material Subsidiary (the "disposing
                           Vivendi subsidiary"); or

                  (ii)     sufficient assets that the receiving Vivendi
                           subsidiary would have been a Vivendi Material
                           Subsidiary had the transfer occurred on or before the
                           date of the latest audited consolidated accounts of
                           the Vivendi Group;

                  in the case of (i) above the disposing Vivendi subsidiary
                  shall forthwith upon the transfer taking place cease to be a
                  Vivendi Material Subsidiary.

                  "Vivendi Universal": means Vivendi Universal, S.A., a societe
anonyme organized under the laws of France.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents.

                  (b) As used herein and in the other Loan Documents, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume or become liable in respect of (and the words "incurred" and
"incurrence" shall have correlative meanings), (iv) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
Equity Interests, securities, revenues, accounts, leasehold interests and
contract rights, (v) the words "shall" and "will" shall be construed to have the
same meaning and effect, (vi) the word "permit" shall be constructed to mean
allow or suffer, whether voluntarily or involuntarily, and (vii) references to
agreements or other Contractual Obligations shall, unless otherwise specified,
be deemed to refer to such agreements or Contractual Obligations as amended,
supplemented, restated or otherwise modified from time to time.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.
<PAGE>
                                                                              23


         (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

         1.3 Accounting Determinations; GAAP. (a) To the extent a computation of
Consolidated EBITDA, Consolidated Interest Expense or Consolidated Fixed Charges
is required to be made for a period of four consecutive fiscal quarters ending
prior to June 30,2003, such computation shall be made on a pro forma basis as if
the Transaction had occurred on the first day of such period to the extent such
period includes any period prior to the date of consummation of the Transaction
and on an actual basis thereafter.

         (b) Any interest income accruing to the Group from Affiliates (other
than Group Members) in any period in excess of the interest expense accruing
from the Group to Affiliates (other than Group Members) in such period shall not
be applied in the calculation of Consolidated Interest Expense or Consolidated
Fixed Charges.

         (c) Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower notifies the
Co-Administrative Agents that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision
(or if the Co-Administrative Agents notify the Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

         2.1 Term Loans. (a) Subject to the terms and conditions hereof, each
Lender severally agrees to make a term loan (each, a "Loan") to the Borrower on
the Closing Date in the amount of the Commitment of such Lender. The Commitments
are not revolving or continuing in nature, and shall terminate at the close of
business on the earlier of the Closing Date and June 30, 2003.

         (b) The Loans may from time to time be Eurodollar Loans or ABR Loans,
as determined by the Borrower and notified to the Paying Agent in accordance
with Sections 2.2 and 2.6.

         2.2 Procedure for Borrowing. The Borrower shall give the
Co-Administrative Agents notice designating the Closing Date (which notice must
be received by the Co-Administrative Agents prior to 1:00 P.M., New York City
time, one Business Day prior to the designated date and which designated date
must be no later than June 30,2003). Any Loans made on the Closing Date shall
initially be ABR Loans. Upon receipt of such notice from the Borrower, the
Paying Agent shall promptly notify each Lender thereof. Each Lender will make
the amount of its Commitment available to the Paying Agent for the account of
the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on
the Closing Date in funds immediately available to the Paying Agent. Such
borrowing will then be made available to the Borrower by the Paying Agent
crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Paying Agent by the Lenders and
in like funds as received by the Paying Agent.

         2.3 Repayment of Loans. The Loans shall mature in 16 consecutive
quarterly installments of principal (each due on the last day of each calendar
quarter), commencing on September 30, 2004, each of which shall be in an
aggregate amount equal to (i) in the case of the first 12 such
<PAGE>
                                                                              24


installments, 0.25% of the Initial Aggregate Funded Amount and (ii) in the case
of each of the last four such installments, 24.25% of the Initial Aggregate
Funded Amount.

         2.4 Optional Prepayments. The Borrower may at any time and from time to
time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Paying Agent no later than 1:00 P.M., New
York City time, three Business Days prior thereto, in the case of Eurodollar
Loans, and no later than 1:00 P.M., New York City time, on the date thereof, in
the case of ABR Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans;
provided that a notice of prepayment delivered by the Borrower may state such
notice is conditioned upon the effectiveness of other credit facilities or the
consummation of another transaction, in which case such notice may be revoked by
the Borrower if such condition is not satisfied; and provided further that if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, or if a notice of prepayment is revoked in accordance
with the preceding proviso, the Borrower shall also pay any amounts owing
pursuant to Section 2.14. Upon receipt of any such notice the Paying Agent shall
promptly notify each Lender thereof. If any such notice is given (and not
revoked in accordance with the proviso above), the amount specified in such
notice shall be due and payable on the date specified therein, together with
accrued interest to such date on the amount prepaid. Partial prepayments shall
be in an aggregate principal amount of $25,000,000 or a whole multiple thereof.

         2.5 Mandatory Prepayments. (a) If on any date any Group Member shall
receive Net Proceeds from any Prepayment Event then, unless (in the case of an
Asset Sale or a Recovery Event) a Reinvestment Notice shall be delivered in
respect thereof, an amount equal to the Reduction Percentage of such Net
Proceeds shall be applied within three Business Days after such date toward the
prepayment of the Loans. If a Reinvestment Notice shall have been so delivered,
then on each Reinvestment Prepayment Date, an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant Reinvestment Event shall be
applied toward the prepayment of the Loans.

         (b) Prepayments pursuant to this Section 2.5 shall be applied to the
Loans in accordance with Section 2.1l(a) and (b). In the case of any such
prepayment of a Eurodollar Loan on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.14. Each prepayment of the Loans under this Section
2.5 shall be accompanied by accrued interest to the date of such prepayment on
the amount prepaid.

         2.6 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the Paying
Agent prior irrevocable notice of such election no later than 1:00 P.M., New
York City time, on the Business Day preceding the proposed conversion date. The
Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by
giving the Paying Agent prior irrevocable notice of such election no later than
1:00 P.M., New York City time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor); provided that no ABR Loan may be converted into a Eurodollar
Loan when any Event of Default has occurred and is continuing and the Required
Lenders, or the Paying Agent in the absence of instructions from the Required
Lenders, have determined in its or their sole discretion not to permit such
conversions. Upon receipt of any such notice the Paying Agent shall promptly
notify each Lender thereof.

         (b) Any Eurodollar Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Paying Agent, in accordance with the applicable
provisions of the term "Interest Period" set forth in Section 1.1, of the length
of the next Interest Period to be applicable to such Loans; provided that no
Eurodollar Loan may be continued as such when any Event of Default has occurred
and is continuing and the Required
<PAGE>
                                                                              25


Lenders, or the Paying Agent in the absence of instructions from the Required
Lenders, have determined in its or their sole discretion not to permit such
continuations and such Loans shall be automatically converted to ABR Loans on
the last day of such then expiring Interest Period; and provided further that if
the Borrower shall fail to give any required notice as described above in this
paragraph, the relevant Eurodollar Loans shall then be automatically converted
to Eurodollar Loans having a one-month Interest Period on the last day of such
then expiring Interest Period. Upon receipt of any such notice the Paying Agent
shall promptly notify each Lender thereof.

         2.7 Limitations on Eurodollar Tranches. Notwithstanding anything to the
contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that, (a) after giving effect thereto,
the aggregate principal amount of the Eurodollar Loans comprising each
Eurodollar Tranche shall be equal to $25,000,000 or a whole multiple of
$5,000,000 in excess thereof and (b) no more than seven Eurodollar Tranches
shall be outstanding at any one time.

         2.8 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

         (b) Each ABR Loan shall bear interest at a rate per annum equal to the
ABR plus the Applicable Margin.

         (c) (i) If all or a portion of the principal amount of any Loan shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section 2.8 plus 2% and (ii) if all or a portion of any
interest payable on any Loan or any other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to the rate
then applicable to ABR Loans plus 2%, in each case, with respect to clauses (i)
and (ii) above, from the date of such non-payment until such amount is paid in
full (as well after as before judgment).

         (d) Interest shall be payable in arrears on each Interest Payment Date;
provided that interest accruing pursuant to paragraph (c) of this Section shall
be payable from time to time on demand.

         2.9 Computation of Interest. (a) Interest payable pursuant hereto shall
be calculated on the basis of a 360-day year for the actual days elapsed, except
that, with respect to ABR Loans the rate of interest on which is calculated on
the basis of the Prime Rate, the interest thereon shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. The Paying Agent shall as soon as practicable notify the Borrower and
the Lenders of each determination of a Eurodollar Rate. Any change in the
interest rate on a Loan resulting from a change in the ABR or the Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the
day on which such change becomes effective. The Paying Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.

         (b) Each determination of an interest rate by the Paying Agent pursuant
to any provision of this Agreement shall be conclusive and binding on the
Borrower and the Lenders in the absence of demonstrable error. The Paying Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Paying Agent in determining any interest rate
pursuant to Section 2.8(a).
<PAGE>
                                                                              26


                  2.10 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Paying Agent shall have determined (which
         determination shall be conclusive and binding upon the Borrower) that,
         by reason of circumstances affecting the relevant market, adequate and
         reasonable means do not exist for ascertaining the Eurodollar Rate for
         such Interest Period, or

                  (b) the Paying Agent shall have received notice from the
         Required Lenders that the Eurodollar Rate determined or to be
         determined for such Interest Period will not adequately and fairly
         reflect the cost to such Lenders (as conclusively certified by such
         Lenders) of making or maintaining their affected Loans during such
         interest Period,

the Paying Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as ABR Loans and (2) any outstanding Eurodollar Loans shall be
converted, on the last day of the then-current Interest Period, to ABR Loans.
Until such notice has been withdrawn by the Paying Agent, no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrower have the right
to convert Loans to Eurodollar Loans.

                  2.11 Pro Rata Treatment and Payments. (a) Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on the Loans shall be made pro rata according to the respective
outstanding principal amounts of the Loans then held by the Lenders, and shall
be applied to such outstanding Eurodollar Tranches or to the outstanding ABR
Loans as the Borrower may designate by notice to the Paying Agent not later than
the date of such payment (or failing such notice by the Borrower, as the Paying
Agent may designate). The amount of each principal prepayment of the Loans shall
be applied to reduce the then remaining installments of the Loans pro rata based
upon the respective then remaining principal amounts thereof; provided that at
the election of the Borrower, any optional prepayments of principal may be
applied to any principal installment due within ten days of such optional
prepayment. Amounts prepaid may not be reborrowed.

                  (b) All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 1:00 P.M., New York City time, on the due date thereof to the Paying Agent,
for the account of the Lenders, at the Funding Office, in Dollars and in
immediately available funds. The Paying Agent shall distribute such payments to
the Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

                  (c) Unless the Paying Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the Paying
Agent, the Paying Agent may assume that such Lender is making such amount
available to the Paying Agent, and the Paying Agent may, in reliance upon such
assumption,
<PAGE>
                                                                              27


make available to the Borrower a corresponding amount. If such amount is not
made available to the Paying Agent by the required time on the borrowing date
therefor, such Lender shall pay to the Paying Agent, on demand, such amount with
interest thereon, at a rate equal to the greater of (i) the Federal Funds
Effective Rate and (ii) a rate determined by the Paying Agent in accordance with
banking industry rules on interbank compensation, for the period until such
Lender makes such amount immediately available to the Paying Agent. A
certificate of the Paying Agent submitted to any Lender with respect to any
amounts owing under this paragraph shall be conclusive in the absence of
demonstrable error. If such Lender's share of such borrowing is not made
available to the Paying Agent by such Lender within three Business Days after
such borrowing date, the Paying Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans, on
demand, from the Borrower. Nothing in this paragraph shall be deemed to limit
the rights of the Borrower against any Lender.

                  (d) Unless the Paying Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the Paying
Agent, the Paying Agent may assume that the Borrower is making such payment, and
the Paying Agent may, but shall not be required to, in reliance upon such
assumption, make available to the Lenders their respective pro rata shares of a
corresponding amount. If such payment is not made to the Paying Agent by the
Borrower within three Business Days after such due date, the Paying Agent shall
be entitled to recover, on demand, from each Lender to which any amount which
was made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per annum equal to the daily average Federal Funds Effective
Rate. Nothing herein shall be deemed to limit the rights of the Paying Agent or
any Lender against the Borrower.

                  2.12 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender that is not
         otherwise included in the determination of the Eurodollar Rate; or

                  (ii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall pay
such Lender, upon its demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable within 30 days
of receiving such demand. If any Lender becomes entitled to claim any additional
amounts pursuant to this paragraph, it shall promptly provide written notice to
the Borrower (with a copy to the Paying Agent) which shall provide sufficient
detail (A) to support its right to payment hereunder and (B) in respect of
calculations of the amount to be paid hereunder.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or
<PAGE>
                                                                              28


such corporation's capital as a consequence of its obligations hereunder to a
level below that which such Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Borrower (with a copy to the Paying Agent) of a written
request therefor, the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender or such corporation for such reduction
within 30 days after demand therefor.

         (c) A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to the Borrower (with a copy to the Paying
Agent) shall be conclusive in the absence of demonstrable error. Notwithstanding
anything to the contrary in this Section, the Borrower shall not be required to
compensate a Lender pursuant to this Section for any amounts incurred more than
180 days prior to the date that such Lender notifies the Borrower of such
Lender's intention to claim compensation therefor; provided that if the
circumstances giving rise to such claim have a retroactive effect, then such 180
day period shall be extended to include the period of such retroactive effect.
The obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

         2.13 Taxes. (a) All payments made by the Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter, imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes, branch profit taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on any Agent or any Lender or any Participant as a
result of a present or former connection between such Agent or such Lender or
Participant and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from such Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document). If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be paid by any Agent or a Lender or
withheld from any amounts payable to any Agent or any Lender hereunder, the
amounts so payable to such Agent or such Lender shall be increased to the extent
necessary to yield to such Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement; provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender's failure to comply with the requirements of paragraph (d) or (e) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender at the time such Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

         (b) The Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

         (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Paying Agent for its own account or for the account of the relevant Lender, as
the case may be, a certified copy of an original official receipt received by
the Borrower showing payment thereof. The Borrower shall indemnify the Agents
and the Lenders promptly after receipt of written demand therefor for the amount
of Non-Excluded Taxes and Other Taxes and any incremental Non-Excluded Taxes and
Other Taxes, interest or penalties thereon paid
<PAGE>
                                                                              29


by any Agent or any Lender; provided that such written demand is accompanied by
a certificate of such Agent or Lender setting forth the amount of such payment
or liability.

         (d) Each Lender (or Transferee) that is not a "U.S. Person" as defined
in Section 7701(a)(30) of the Code (a "Non-US Lender") shall deliver to the
Borrower and the Paying Agent (or, in the case of a Participant, to the Lender
from which the related participation shall have been purchased) two copies of
either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case
of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a statement substantially in the form of Exhibit E and a Form W-8BEN,
or any subsequent versions thereof or successors thereto, properly completed and
duly executed by such Non-U.S. Lender claiming complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by the Borrower
under this Agreement and the other Loan Documents. Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation). In addition, each Non-U.S.
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
shall promptly notify the Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to deliver.

         (e) A Lender (or Transferee) that is entitled to an exemption from or
reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Paying Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate; provided that such Lender
is legally entitled to complete, execute and deliver such documentation.

         (f) If any Agent or any Lender determines, in its sole discretion, that
it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it
has been indemnified by the Borrower or with respect to which the Borrower has
paid such Other Taxes or paid additional amounts pursuant to this Section 2.13,
it shall pay over such refund to the Borrower (but only to the extent of
indemnity payments made, or Other Taxes or additional amounts paid, by the
Borrower under this Section 2.13 with respect to the Non-Excluded Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Agent or such Lender and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided that the
Borrower, upon the request of such Agent or such Lender, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Agent or such Lender in
the event such Agent or such Lender is required to repay such refund to such
Governmental Authority. This paragraph shall not be construed to require any
Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other
Person.

         (g) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

         2.14 Indemnity. The Borrower agrees to indemnify each Lender for, and
to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans
<PAGE>
                                                                              30


after the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of, or conversion from, Eurodollar Loans on a day that is
not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. A certificate as to any amounts payable pursuant to this Section
submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

         2.1 5 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.12 or 2.13(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage; and provided further that nothing in this Section shall affect or
postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 2.12 or 2.13(a).

         2.16 Replacement of Lenders. The Borrower shall be permitted to replace
any Lender that requests (or requests on behalf of a Participant) reimbursement
for amounts owing pursuant to Section 2.12 or 2.13(a); provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.15 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial
institution shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (v) the Borrower shall
be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan
owing to such replaced Lender shall be purchased other than on the last day of
the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Paying Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 9.6 (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to therein), (viii) until such time as such replacement shall be consummated,
the Borrower shall pay all additional amounts (if any) required pursuant to
Section 2.12 or 2.13(a), as the case may be, and (ix) any such replacement shall
not be deemed to be a waiver of any rights that the Borrower, the Paying Agent
or any other Lender shall have against the replaced Lender. It is understood and
agreed that if any Lender replaced hereunder fails to execute an Assignment and
Assumption, it shall be deemed to have entered into such Assignment and
Assumption.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

         To induce the Agents and the Lenders to enter into this Agreement and
the Lenders to make the Loans, the Borrower hereby represents and warrants to
each Agent and each Lender that:
<PAGE>
                                                                              31

            3.1 Financial Statements. (a) The audited consolidated balance sheet
of the Group as at December 31, 2002, and the related consolidated statements of
income and of cash flows for the fiscal year ended on such date, reported on by
and accompanied by an unqualified report from Ernst & Young LLP, present fairly
in all material respects the consolidated financial condition of the Borrower as
at such date, and the consolidated results of its operations and its
consolidated cash flows for the fiscal year then ended. All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved (except as approved by the aforementioned firm of accountants and
disclosed therein). No Group Member has any material Guarantee Obligations,
contingent liabilities and liabilities for taxes, or any material long-term
leases or unusual forward or long-term commitments, including any interest rate
or foreign currency swap or exchange transaction or other obligation in respect
of derivatives, that are not reflected in such financial statements, except such
as have been incurred subsequent to the date of such financial statements and
disclosed in the Confidential Information Memorandum.

            (b) (i) Summary income and cash flow statements for each of the film
studios segment and theme park segment, (ii) unaudited balance sheets and
capitalization tables of each of the television production and distribution
business of the Television Segment and the cable networks business of the
Television Segment and (iii) the unaudited separate and combined statements of
income and of cash flows of the television production and distribution business
of the Television Segment and the cable networks business of the Television
Segment (the "Television Financial Statements), copies of which have heretofore
been furnished to each Lender, have been prepared based on the best information
available to the Borrower as of the date of delivery thereof, and present fairly
in all material respects the financial position of the Television Segment as at
December 31, 2002 and its results of operations and cash flows for the fiscal
year then ended, subject to the elimination of intercompany revenues and
expenses.

            3.2 No Change. Since December 31, 2002, there has been no
development, event or circumstance that has had or could reasonably be expected
to have a Material Adverse Effect.

            3.3 Existence; Compliance with Law. Each Loan Party and each
Material Subsidiary (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
and limited liability company power and authority, and the legal right, to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified to
do business in each jurisdiction where it is required to be so qualified and (d)
is in compliance with all Requirements of Law, except in each case to the extent
that the failure to comply with the requirements of clauses (b) through (d)
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

            3.4 Power; Authorization; Enforceable Obligations. Each Loan Party
has the corporate, partnership or limited liability company power and authority,
and the legal right, to make, deliver and perform the Loan Documents to which it
is a party and, in the case of the Borrower, to obtain extensions of credit
hereunder. Each Loan Party has taken all necessary organizational action to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party and, in the case of the Borrower, to authorize the extensions of
credit on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority and no consent of any other Person under any material
Contractual Obligation is required in connection with the extensions of credit
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i) the
consents required under the Partnership Agreement, which shall have been
obtained not later than the Closing Date, and (ii) the filings contemplated by
the Security Documents. Each Loan Document has been (or will when required to be
delivered have been) duly executed and delivered on behalf of each Loan Party
party thereto. This
<PAGE>
                                                                              32

 Agreement constitutes, and each other Loan Document upon execution will
 constitute, a legal, valid and binding obligation of each Loan Party party
 thereto, enforceable against each such Loan Party in accordance with its terms,
 except as enforceability may be limited by applicable bankruptcy, insolvency,
 reorganization, moratorium or similar laws affecting the enforcement of
 creditors' rights generally and by general equitable principles (whether
 enforcement is sought by proceedings in equity or at law).

            3.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the borrowings hereunder and the use of
the proceeds thereof will not violate any Requirement of Law or any material
Contractual Obligation of any Group Member and will not result in, or require,
the creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such material Contractual
Obligation (other than the Liens created by the Security Documents).

            3.6 Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened against any Group Member or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions thereunder or (b) that could reasonably be expected
to have a Material Adverse Effect.

            3.7 No Default. No Group Member is in default under or with respect
to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

            3.8 Ownership of Property; Liens. Each Group Member has good title
to, or a valid leasehold interest in, all its property, except for minor defects
in title that do not interfere with its ability to conduct its business as
currently conducted and do not materially impair the value of such property
which otherwise has material value. None of such property is subject to any Lien
except as permitted by Section 6.3.

            3.9 Intellectual Property. Each Group Member owns, or is licensed to
use, all material Intellectual Property necessary for the conduct of its
business as currently conducted. No material claim has been asserted and is
pending by any Person challenging or questioning the use of any Intellectual
Property or the validity or effectiveness of any Intellectual Property, nor does
the Borrower know of any valid basis for any such material claim. The use of
Intellectual Property by each Group Member does not infringe on the rights of
any Person in any material respect.

            3.10 Taxes. Each Group Member has filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed by
it and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other material taxes,
fees or other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the relevant
Group Member); no tax lien has been filed, and, to the knowledge of the
Borrower, no claim is being asserted, with respect to any such tax, fee or other
charge, except to the extent that the inaccuracy of any aspect of the foregoing
would not in the aggregate reasonably be expected to have a Material Adverse
Effect.

            3.11 Federal Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U or for any purpose that violates the provisions of the
regulations of the Board.
<PAGE>
                                                                              33

            3.12 Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against any Group Member pending or, to the
knowledge of the Borrower, threatened; (b) hours worked by and payment made to
employees of each Group Member have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters; and (c) all payments due from any Group Member on account of employee
health and welfare insurance have been paid or accrued as a liability on the
books of the relevant Group Member.

            3.13 ERISA. No ERISA Event that would reasonably be expected to
result in a Material Adverse Effect has occurred during the five-year period
prior to the date on which this representation is made or deemed made with
respect to any Plan. To the extent that the present value of all accrued
benefits under each Plan (based on those assumptions used to fund such Plans)
exceeded, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, the value of the assets of such Plan
allocable to such accrued benefits, the presence of such excess would not
reasonably be expected to result in a Material Adverse Effect.

            3.14 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

            3.15 Subsidiaries. Schedule 3.15 sets forth the name and
jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the
percentage of each class of Equity Interests directly or indirectly owned by the
Borrower and there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than (i) in connection with
Dispositions of 25% of the Equity Interests in Reveille LLC to Ben Silverman and
(ii) stock options granted to employees or directors and directors' qualifying
shares) of any nature relating to any Equity Interests of any Subsidiary, except
as created by the Loan Documents.

            3.16 Use of Proceeds. The proceeds of the Loans shall be used to
renew any loans outstanding under the Existing Facility.

            3.17 Environmental Matters. Except as, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect:

            (a) the facilities and properties owned, leased or operated by any
Group Member (the "Properties") do not contain, and to the knowledge of the
Borrower have not previously contained, any Materials of Environmental Concern
in amounts or concentrations or under circumstances that constitute or
constituted a violation of, or would give rise to liability under, any
Environmental Law;

            (b) no Group Member has received or is aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the business operated by any Group Member
(the "Business"), nor does the Borrower have knowledge that any such notice will
be received or is being threatened;

            (c) Materials of Environmental Concern have not been transported or
disposed of from or on the Properties in violation of, or in a manner or to a
location that would give rise to liability under, any Environmental Law, nor
have any Materials of Environmental Concern been generated, treated, stored or
disposed of at, on or under any of the Properties in violation of, or in a
manner that would give rise to liability under, any applicable Environmental
Law;
<PAGE>
                                                                              34

            (d) no judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;

            (e) there has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of any Group Member in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts or in a
manner that would give rise to liability under Environmental Laws;

            (f) the Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no violation of any Environmental
Law with respect to the Properties or the Business; and

            (g) no Group Member has assumed any liability of any other Person
under Environmental Laws.

            3.18 Accuracy of Information, etc. No written factual statement or
information contained in this Agreement, any other Loan Document or any other
written document, certificate or factual statement (excluding any projections or
pro forma financial information in such document, certificate or statement)
furnished by or on behalf of any Loan Party to any Agent or the Lenders, or any
of them (including, to the best of the Borrower's knowledge, the Confidential
Information Memorandum), for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents, contained as of the
date such statement, information, document or certificate was so furnished (as
supplemented by all other information furnished to the Lenders prior to the date
of this Agreement) any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein
(taken as a whole) not misleading in any material respect. The projections and
pro forma financial information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being recognized by the Agents
and the Lenders that such financial information as it relates to future events
is not to be viewed as fact and that actual results during the period or periods
covered by such financial information may differ from the projected results set
forth therein by a material amount.

            3.19 Security Documents. Each representation and warranty of each
Loan Party set forth in the Security Documents is correct.

                         SECTION 4. CONDITIONS PRECEDENT

            4.1 Conditions to Loans. The agreement of each Lender to make the
Loan to be made by it is subject to the satisfaction, prior to or concurrently
with the making of such extension of credit on the Closing Date, of the
following conditions precedent:

            (a) Loan Agreement. The Co-Administrative Agents shall have received
      this Agreement or, in the case of the Lenders, a Lender Addendum, executed
      and delivered by the Agents, the Borrower and each Person listed on
      Schedule 1.1A.

            (b) Collateral and Guarantee Requirement. The Collateral and
      Guarantee Requirement shall have been satisfied.
<PAGE>
                                                                              35

            (c) Financial Statements. The Lenders shall have received the
      financial statements referred to in Section 3.1.

            (d) Financial Projections. The Co-Administrative Agents shall have
      received financial projections for the Group and for the Television
      Segment for the years 2003-2008 (including, but not limited to
      consolidated balance sheets for each such year and the related
      consolidated statements of income and of cash flows for each such year) in
      form and substance reasonably satisfactory to the Co-Administrative
      Agents, which projections shall demonstrate (i) the ability of the
      Borrower to meet its working capital and other cash needs throughout the
      period and (ii) the ability of the Borrower to service its Indebtedness.

            (e) Existing Facility. All loans outstanding under the Existing
      Facility shall have been renewed hereunder as contemplated by Section
      9.20, and all accrued interest thereon and all other amounts payable by
      the Borrower pursuant to the Existing Facility shall have been paid in
      full.

            (f) No Material Adverse Change. No event, development or
      circumstance shall have occurred or arisen since December 31, 2002 that
      has had or could reasonably be expected to have a Material Adverse Effect.

            (g) Fees. The Lenders and the Agents shall have received all fees
      required to be paid by the Borrower, and all expenses required to be paid
      or reimbursed by the Borrower, for which invoices have been presented
      (including the reasonable fees and expenses of legal counsel), on or
      before the Closing Date.

            (h) Closing, Documents. The Co-Administrative Agents shall have
      received the opinions, certificates and other closing documents set forth
      in Schedule 4.1.

            (i) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party in or pursuant to the Loan Documents
      shall be true and correct in all material respects on and as of the
      Closing Date.

            (j) No Default. No Default or Event of Default shall have occurred
      and be continuing on the Closing Date or after giving effect to the Loans
      to be made on such date.

            The parties hereto acknowledge that the conditions set forth in
Sections 4.l(c) and 4.l(d) have been satisfied prior to the date hereof.

                        SECTION 5. AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect or any Loan or other amount is owing to any Lender or any Agent
hereunder:

            5.1 Financial Statements. The Borrower will furnish to the Paying
Agent with sufficient copies for each Lender:

            (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of the Group a copy of the consolidated balance
      sheet of the Group as at the end of such fiscal year and the related
      consolidated statements of income and of cash flows for such fiscal year,
      setting forth in each case in comparative form the figures for the
      previous fiscal year, such consolidated statements reported on without a
      "going concern" or like qualification or exception,
<PAGE>
                                                                              36

      or qualification arising out of the scope of the audit, by
      PricewaterhouseCoopers LLP or other independent certified public
      accountants of nationally recognized standing;

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Group, the unaudited consolidated balance sheet of the Group
      as at the end of such quarter and the related unaudited consolidated
      statements of income and of cash flows for such quarter, setting forth in
      each case in comparative form the figures for the previous year, certified
      by a Responsible Officer as being fairly presented in all material
      respects (subject to normal year-end audit adjustments); and

            (c) within the time period required for delivery of annual audited
      or quarterly unaudited financial statements pursuant to clause (a) or
      clause (b) above as applicable, (i) summary income and cash flow
      statements for each of the film studios segment and theme park segment,
      (ii) unaudited balance sheets and capitalization tables of each of the
      television production and distribution business of the Television Segment
      and the cable networks business of the Television Segment and (iii) the
      unaudited separate and combined statements of income and of cash flows of
      the television production and distribution business of the Television
      Segment and the cable networks business of the Television Segment, setting
      forth in each case in comparative form the figures for the previous year
      and certified by a Responsible Officer as being fairly stated in all
      material respects (subject to the elimination of intercompany revenues and
      expenses and normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except (i) as approved by such accountants or officer, as the case may
be, and disclosed therein or (ii) in the case of statements other than
consolidated statements of the Group, as expressly contemplated above)
consistently throughout the periods reflected therein and with prior periods.

            5.2 Certificates; Other Information. The Borrower will furnish to
the Paying Agent with sufficient copies for each Lender (or, in the case of
clause (g), to the relevant Lender):

            (a) concurrently with the delivery of the financial statements
      referred to in Section 5.1(a), a certificate of the independent certified
      public accountants reporting on such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of any
      Default or Event of Default, except as specified in such certificate;

            (b) concurrently with the delivery of any financial statements
      pursuant to Section 5.1, (i) a certificate of a Responsible Officer
      stating that to his knowledge no Default or Event of Default then exists,
      except as specified in such certificate, and (ii) a certificate containing
      all information and calculations necessary for determining compliance by
      the Borrower with the provisions of Section 6.1 as of the last day of the
      fiscal quarter or fiscal year, as the case may be;

            (c) as soon as available, and in any event no later than 90 days
      after the end of each fiscal year of the Group, detailed budgets for the
      following fiscal year (including (i) consolidated statements of projected
      income and of projected cash flows, (ii) projected capital expenditures
      and a description of the underlying assumptions applicable thereto, (iii)
      a segment breakdown as to each of (i) and (ii), and (iv) on a quarterly
      basis, projected capitalization tables and calculations of compliance on a
      projected basis with Section 6.1 for each fiscal quarter during such
      fiscal year), and, promptly after they become available, significant
      revisions, if any, of such budget and projections with respect to such
      fiscal year (collectively, the "Projections");
<PAGE>
                                                                              37

            (d) promptly upon becoming aware thereof, notice of any change in
      the rating of any of its Indebtedness or in the outlook therefor by either
      S&P or Moody's;

            (e) promptly after the same are sent, copies of all financial
      statements and reports that the Borrower sends to the holders of any class
      of its publicly held debt securities and, promptly after the same are
      filed, copies of any financial statements and reports that the Borrower
      may make to, or file with, the SEC;

            (f) not later than three Business Days prior to the date of
      consummation of the same, a certificate of a Responsible Officer setting
      forth a calculation of compliance on a pro forma basis with the provisions
      of Section 6.1 after giving effect to any Material Acquisition, Material
      Disposition, incurrence of Additional Indebtedness or making of any
      Restricted Payment with the proceeds of the foregoing; and

            (g) promptly, such additional financial and other information as any
      Lender may from time to time reasonably request.

            5.3 Payment of Obligations. Except to the extent that the failure to
do so would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect, the Borrower will, and will cause each Subsidiary to, pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of whatever nature,
except where the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and any reserves required under GAAP with
respect thereto have been provided on the books of the relevant Group Member.

            5.4 Maintenance of Existence; Compliance. The Borrower will, and
will cause each Subsidiary to, (a) (i) preserve, renew and keep in full force
and effect its organizational existence and (ii) take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business, except, in each case, as otherwise permitted by
Section 6.4 and except, in the case of clause (ii) above and, with respect to
any Subsidiary which is not a Loan Party, in the case of clause (i) above, to
the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law (including Environmental Laws) except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

            5.5 Maintenance of Property; Insurance. The Borrower will, and will
cause each Subsidiary to, (a) keep all material property useful and necessary in
its business in good working order and condition, ordinary wear and tear
excepted and (b) maintain with financially sound and reputable insurance
companies insurance with respect to its material assets of an insurable nature
in at least such amounts and against at least such risks as are usually insured
against by companies engaged in the same or a similar business; provided that
any Group Member may self-insure on a basis consistent with both its past
practices and customary industry practices in the relevant line of business.

            5.6 Inspection of Property; Books and Records; Discussions. The
Borrower will, and will cause each Subsidiary to, (a) keep proper books of
records and account in which full, true and correct entries in conformity in all
material respects with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of any Agent and any Lender to visit and inspect (in the
case of a Lender, such visit and inspection to be coordinated through the Paying
Agent) any of its properties and examine and make abstracts from any of its
books and records (but, in the case of each Lender, not more than once during
each fiscal quarter unless a Default or an Event of Default has occurred and is
continuing), at any reasonable time upon
<PAGE>
                                                                              38

reasonable prior notice and as often as may reasonably be desired and to discuss
the business, operations, properties and financial and other condition of any
Group Member with officers and employees of such Group Member and (so long as
representatives of the Borrower are afforded a reasonable opportunity to be
present and to participate) with their independent certified public accountants.
It is understood that the provisions of Section 9.15 apply to any information
acquired by any Lender in the exercise of its rights under this Section.

            5.7 Notices. The Borrower will promptly give notice to the Paying
Agent with sufficient copies for each Lender of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
      Obligation of any Group Member or (ii) litigation, investigation or
      proceeding that may exist at any time between any Group Member and any
      Governmental Authority, that in either case, if not cured or if adversely
      determined, as the case may be, would reasonably be expected to have a
      Material Adverse Effect;

            (c) any litigation or proceeding affecting any Group Member (i)
      which, if adversely determined, could result in liability to a Group
      Member not covered by insurance in an amount exceeding $50,000,000, (ii)
      in which injunctive or similar relief is sought unless such relief, if
      granted, would not reasonably be expected to have a Material Adverse
      Effect or (iii) which relates to any Loan Document;

            (d) the following events: (i) the occurrence of any Reportable Event
      with respect to any Plan, a failure to make any required contribution to a
      Plan, the creation of any Lien in favor of the PBGC or a Plan or any
      withdrawal from, or the termination of, any Multiemployer Plan or (ii) the
      institution of proceedings or the taking of any other action by the PBGC
      or the Borrower or any ERISA Affiliate or any Multiemployer Plan with
      respect to the withdrawal from, or the termination of, any Plan or any
      Multiemployer Plan, as the case may be, which in any event specified in
      clause (i) or (ii) would reasonably be expected to result in a liability
      for the Group in excess of $50,000,000; and

            (e) the occurrence of any development or event that has had or could
      reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

            5.8 Separateness Requirements. Until the Loans are Investment Grade,
the Borrower will, and will cause each Subsidiary to, comply with the
requirements set forth in Schedule 5.8.

            5.9 Concerning the Collateral. (a) The Borrower will furnish to the
Collateral Agent prompt written notice of any change (i) in any Loan Party's
legal name or domicile, (ii) in any Loan Party's identity or corporate structure
or (iii) in any Loan Party's Federal Taxpayer Identification Number. The
Borrower agrees not to effect or permit any change referred to in the preceding
sentence unless all filings under the Uniform Commercial Code or otherwise that
are required in order for the Collateral Agent to continue at all times
following such change to have a valid, legal and perfected Lien on all the
Collateral to the extent required by the Security Documents are made or
delivered to the Collateral Agent for filing. The Borrower also agrees promptly
to notify the Collateral Agent if any material portion of the Collateral is
damaged or destroyed.
<PAGE>
                                                                              39

            (b) The Borrower will, each year, at the time of delivery of annual
financial statements with respect to the preceding fiscal year pursuant to
Section 5.l(a), deliver to the Collateral Agent a certificate of an authorized
signatory for the Borrower (i) setting forth the information required pursuant
to Section A of the Perfection Certificate or confirming that that there has
been no change in such information (except changes specified in such
certificate) since the date of the Perfection Certificate delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to
this Section 5.9 and (ii) certifying that all Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations, including all refilings, rerecordings and
registrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent contemplated
by the Security Documents and necessary to protect and perfect the Liens under
the Security Agreement for a period of not less than 18 months after the date of
such certificate (except as notified therein with respect to any continuation
statements to be filed within such period).

            (c) If any additional Eligible Subsidiary is formed or acquired, or
any Subsidiary becomes an Eligible Subsidiary, after the Closing Date, within
ten Business Days after a Responsible Officer obtains knowledge of such event
the Borrower will notify the Collateral Agent thereof and cause the Collateral
and Guarantee Requirement to be satisfied with respect to such Eligible
Subsidiary and with respect to any Equity Interests in or Indebtedness of such
Eligible Subsidiary.

            (d) The Borrower will, and will cause each other Loan Party to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents and the execution and delivery of additional Deposit Account
Control Agreements (as defined in the Security Agreement)), which may be
required under any applicable law, or which the Collateral Agent or the Required
Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain satisfied, all at the expense of the Loan Parties.

            (e) The Borrower will, if any asset or group of related assets
having an aggregate book value of $10,000,000 or more (including any real
property owned in fee or improvements thereto or any interest therein) are
acquired by any Loan Party after the Closing Date (other than assets
constituting Collateral under the Security Agreement that become subject to the
Liens of the Security Agreement upon acquisition thereof), notify the Collateral
Agent thereof, and, if requested by the Collateral Agent or the Required
Lenders, cause such assets to be subjected to a Lien securing the obligations of
the Borrower or such Loan Party under the Loan Documents and will take, and
cause the other Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Collateral Agent to grant and perfect such Lien,
including actions described in paragraph (d) of this Section, all at the expense
of the Loan Parties.

            (f) In the event a Cash Collateral Event shall occur, the Borrower
will cause the Net Proceeds thereof to be deposited in a Cash Collateral Account
maintained pursuant to (and as defined in) the Security Agreement at the times
and in the amounts (if any) as the Borrower would have been required to prepay
the Loans if such Cash Collateral Event were a Prepayment Event.

            5.10 Interest Rate Protection. As promptly as practicable, and in
any event within 90 days after the Closing Date, the Borrower will enter into,
and thereafter maintain in effect, one or more Swap Agreements on such terms and
with such parties as shall be reasonably satisfactory to the Co- Administrative
Agents, the effect of which shall be to limit the maximum potential interest
cost to the Borrower with respect to at least 50% of the outstanding
Indebtedness of the Borrower for a period of not less than two years.
<PAGE>
                                                                              40

                          SECTION 6. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect or any Loan or other amount is owing to any Lender or any Agent
hereunder:

            6.1 Financial Covenants. The Borrower will not:

            (a) Permit at any time the Leverage Ratio to exceed (i) 3.25 to 1.0,
      if at such time the Loans are not Investment Grade or (ii) 3.75 to 1.0, if
      at such time the Loans are Investment Grade.

            (b) Permit at any time on or after December 31, 2003 the Cash
      Leverage Ratio to exceed (i) 3.5 to 1.0, if at such time the Loans are not
      Investment Grade or (ii) 4.0 to 1.0, if at such time the Loans are
      Investment Grade.

            (c) Permit at any time the Senior Leverage Ratio to exceed (i) 3.0
      to 1.0, if at such time the Loans are not Investment Grade or (ii) 3.5 to
      1.0, if at such time the Loans are Investment Grade.

            (d) Permit the ratio of Consolidated EBITDA to Consolidated Interest
      Expense for any period of four consecutive fiscal quarters to be less than
      (i) 3.5 to 1.O, if on the last day of such period the Loans are not
      Investment Grade, or (ii) 3.0 to 1.0, if on the last day of such period
      the Loans are Investment Grade.

            (e) Permit the ratio of Cash EBITDA to Consolidated Fixed Charges to
      be less than 1.25 to 1.0 for any period of four consecutive fiscal
      quarters ending on or after December 31, 2003.

            6.2 Indebtedness. The Borrower will not, and will not permit any
Subsidiary to, create, issue, incur, assume, become liable in respect of or
suffer to exist any Indebtedness, except:

            (a) Indebtedness owing from one Group Member to another Group
      Member;

            (b) the Loans;

            (c) Indebtedness of the Borrower the proceeds of which are directly
      or indirectly applied to prepay the Loans pursuant to Section 2.5 and
      Permitted Refinancings of any such Indebtedness;

            (d) Indebtedness existing on the Closing Date and described on
      Schedule 6.2 and Permitted Refinancings of any such Indebtedness;

            (e) Guarantee Obligations of (i) a Foreign Subsidiary in respect of
      Indebtedness of another Foreign Subsidiary or (ii) a Loan Party in respect
      of Indebtedness of any other Group Member; provided in each case that the
      Indebtedness which is the primary obligation is permitted under another
      clause of this Section 6.2 and complies with any restrictions herein
      applicable to such Guarantee Obligations;

            (f) Indebtedness of the Borrower or any Subsidiary incurred solely
      to finance (directly or through a partially-owned joint venture) the
      acquisition, construction, development,
<PAGE>
                                                                              41

      production or improvement of any assets (including the acquisition,
      development or production in the ordinary course of business of items of
      Product), including any Indebtedness assumed in connection with the
      acquisition of any such assets or secured by a Lien on any such assets
      prior to the acquisition thereof, and Permitted Refinancings of any such
      Indebtedness; provided that the aggregate principal amount of Indebtedness
      permitted by this paragraph (f) and by paragraph (g) below shall not
      exceed $200,000,000 (or the equivalent in other currencies) at any one
      time; and provided further that the aggregate principal amount of such
      Indebtedness so permitted which is Indebtedness of Television Subsidiaries
      or secured by Television Assets (without duplication) shall not exceed
      $100,000,000 (or the equivalent in other currencies) at any one time;

            (g) Indebtedness of any Person that becomes or is merged or
      consolidated with or into the Borrower or a Subsidiary after the date
      hereof; provided that such Indebtedness exists at the time such Person
      becomes or is merged or consolidated with or into the Borrower or a
      Subsidiary and is not created in contemplation of or in connection with
      such Person becoming or merging or consolidating with or into the Borrower
      or a Subsidiary, and Permitted Refinancings of any such Indebtedness;
      provided further that the aggregate principal amount of Indebtedness
      permitted by this paragraph (g) and by paragraph (f) above shall not
      exceed $200,000,000 (or the equivalent in other currencies) at any one
      time; and provided further that the aggregate principal amount of such
      Indebtedness so permitted which is Indebtedness of Television Subsidiaries
      or secured by Television Assets (without duplication) shall not exceed
      $100,000,000 (or the equivalent in other currencies) at any one time;

            (h) reimbursement or indemnification obligations (i) arising in the
      ordinary course of business in respect of letters of credit or (ii)
      arising in respect of appeal bonds;

            (i) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument drawn
      against insufficient funds in the ordinary course of business;

            (j) Indebtedness arising from loans and advances made to any Loan
      Party or any Foreign Subsidiary by Vivendi Universal or any of its
      subsidiaries (other than Group Members); provided that:

                  (i)   any such Indebtedness incurred by any Loan Party is
                        subordinated to the Loans pursuant to the Subordination
                        Agreement; and

                  (ii)  the aggregate outstanding amount of such Indebtedness of
                        Foreign Subsidiaries shall be limited to (A) up to
                        L.100,000,000 of Indebtedness of Universal Pictures
                        Productions Ltd. outstanding on the date hereof and (B)
                        up to $50,000,000 of other Indebtedness;

            (k) Indebtedness arising under a Film Rights Securitization,
      including any such Indebtedness which refinances another Film Rights
      Securitization, so long as after giving effect thereto, and to the
      application of the proceeds thereof, the aggregate outstanding principal
      amount of Indebtedness under all Film Rights Securitizations (other than
      such Indebtedness the Net Proceeds of which are applied to prepay the
      Loans, or which is a Permitted Refinancing of Indebtedness the Net
      Proceeds of which were so applied) does not exceed $950,000,000;

            (l) Indebtedness arising from the guarantee by Universal Studios
      Holdings Ltd. and/or the Borrower of the obligations of Shanghai Universal
      Studios Theme Park Co., Ltd. (the "SHANGHAI J.V."), to the lender to the
      Shanghai J.V. in an amount not to exceed $140,750,000;
<PAGE>
                                                                              42

            (m) any Indebtedness of the Borrower arising under the Special Fee
      Advance Agreement and comprising payments of certain partnership
      distributions up to $22,500,000 owing to the Blackstone Parties (as
      defined in the Special Fee Advance Agreement);

            (n) Indebtedness of a Covenant Defeasance SPV incurred in connection
      with a Covenant Defeasance Transaction;

            (o) Indebtedness of Subsidiaries not permitted by the foregoing
      clauses in an aggregate principal amount at no time exceeding (x) for all
      Subsidiaries $100,000,000 (or the equivalent in other currencies) and (y)
      for all Television Subsidiaries, $25,000,000 (or the equivalent in other
      currencies);

            (p) Indebtedness in the form of unsecured Guarantee Obligations of
      the Borrower in respect of Indebtedness of joint ventures in which a Group
      Member has an Equity Interest; provided that (x) such Indebtedness of the
      Borrower is not the subject of a Guarantee Obligation of any Subsidiary
      and (y) the aggregate principal amount of such Guarantee Obligations shall
      at no time exceed $50,000,000;

            (q) Indebtedness of the Borrower not permitted by the foregoing
      clauses, so long as (i) such Indebtedness is unsecured and is not the
      subject of a Guarantee Obligation of any Subsidiary and (ii) the aggregate
      outstanding principal amount of such Indebtedness shall at no time exceed
      an amount equal to (x) $800,000,000 less (y) the sum of (A) the excess at
      such time of the aggregate outstanding principal amount of Indebtedness
      under all Film Rights Securitizations (other than such Indebtedness the
      Net Proceeds of which are applied to prepay the Loans, or which is a
      Permitted Refinancing of Indebtedness the Net Proceeds of which were so
      applied) over $750,000,000 and (B) the aggregate outstanding principal
      amount of Indebtedness of Subsidiaries permitted only by paragraph (o);
      and

            (r) so long as at the date of incurrence thereof the senior
      unsecured Indebtedness of the Borrower is Investment Grade, other
      unsecured Indebtedness of the Borrower which is not the subject of a
      Guarantee Obligation of any Subsidiary.

            6.3 Liens. The Borrower will not, and will not permit any Subsidiary
to, create, incur, assume or suffer to exist any Lien upon any of its property,
whether now owned or hereafter acquired, except:

            (a) Liens already existing at June 16,2003 securing obligations in
      an aggregate amount of no more than $25,000,000 (or the equivalent in
      other currencies);

            (b) Liens arising solely by operation of law (or by any deed
      evidencing the same) in the ordinary course of its business in respect of
      any obligations which either (i) have been due for less than 30 days or
      (ii) are being contested in good faith and by appropriate means;

            (c) pledges of goods, the related documents of title and/or other
      related documents arising or created in the ordinary course of its
      business as security for Indebtedness or other obligations entered into in
      the ordinary course of business in respect of acceptances or letters of
      credit to a bank or financial institution directly relating to the
      particular goods or documents on or over which that pledge exists;

            (d) any Lien arising out of title retention provisions in a
      supplier's standard conditions of supply of goods acquired in the ordinary
      course of business;
<PAGE>
                                                                              43

            (e) any Lien existing at the time of acquisition on or over any
      assets acquired after May 3, 2002 but only if (i) the Lien was not created
      in contemplation of or in connection with that acquisition and (ii) the
      principal, capital or nominal amount secured by any such Lien and
      outstanding at the time of acquisition may not be increased except by
      reason of any fluctuation in the amount outstanding under, and within the
      limits and in accordance with the terms of, facilities which exist and are
      secured by the relevant Lien at the time of acquisition;

            (f) any Lien created on any assets acquired after May 3,2002 for the
      sole purpose of financing that acquisition and securing a principal,
      capital or nominal amount not exceeding 100% of the cost of that
      acquisition (including reasonable transaction costs);

            (g) in the case of any company which becomes a Subsidiary after May
      3,2002, any Lien existing on or over its assets when it becomes a
      Subsidiary, but only if (i) the Lien was not created in contemplation of
      or in connection with it becoming a Subsidiary and (ii) the principal,
      capital or nominal amount secured by any such Lien and outstanding when
      the relevant company becomes a Subsidiary may not be increased except by
      reason of any fluctuation in the amount outstanding under, and within the
      limits and in accordance with the terms of, facilities which exist and are
      secured by the relevant Lien when it becomes a Subsidiary;

            (h) any Lien that is (i) a contractual right of set-off relating to
      a depository relationship with a bank not given as security for
      Indebtedness or (ii) created by virtue of the operation of any cash
      pooling arrangements for any Group Members with their bankers providing
      for the setting-off or netting of debt and credit balances on bank
      accounts of those Group Members;

            (i) any Lien granted by any Group Member to any pension fund or
      managers securing the pension obligations of any Group Member;

            (j) any Lien (the "Replacement Lien") created in substitution for
      any Lien referred to in paragraphs (a) through (y) of Section 6.3 so long
      as the principal, capital or nominal amount secured by the Replacement
      Lien is not increased (except to cover reasonable transaction costs) and
      is not secured by any additional assets;

            (k) any Lien arising out of orders of attachment, sequestration,
      distress or execution which do not constitute an Event of Default under
      Section 7;

            (l) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations and pledges and deposits securing
      liability to insurance carriers under insurance or self-insurance
      arrangements in respect of obligations under such laws or regulations;

            (m) any Lien to secure the performance of tenders, bids, trade
      contracts, leases, statutory obligations, surety and appeal bonds,
      performance bonds, completion bonds, letters of credit and other
      obligations of a like nature, in each case in the ordinary course of
      business;

            (n) any Lien in favor of landlords on leasehold improvements in
      leased premises;

            (o) any Lien arising from Permitted Investments described in clause
     (d) of the definition of the term "Permitted Investments";
<PAGE>
                                                                              44

            (p) rights of licensees under access agreements pursuant to which
      such licensees have access to duplicating material for the purpose of
      making copies or prints of items of Product licensed to them, and rights
      of distributors, exhibitors, licensees and other Persons in items of
      Product created in connection with the distribution or other exploitation
      of such items of Product in the ordinary course of business and not
      securing any Indebtedness;

            (q) any Lien securing an obligation incurred in connection with
      acquiring rights to items of Product in the ordinary course of business;
      provided that (i) the obligation secured by such Lien does not constitute
      Indebtedness of the Borrower or any of its Subsidiaries, (ii) such Liens
      shall be created substantially simultaneously with the acquisition,
      production or "pick-up" of such films and (iii) such Liens do not at any
      time encumber any property other than the items of Product being produced
      or acquired and the rights pertaining thereto and proceeds thereof;

            (r) any Lien in an item of Product securing advances to the Borrower
      or any of its Subsidiaries made by licensees thereof in order to finance
      the production or distribution thereof; provided that the aggregate
      principal amount of advances secured thereby shall not exceed (as to the
      Borrower and all of its Subsidiaries) $50,000,000 (or the equivalent in
      other currencies) at any time outstanding;

            (s) any Lien arising in the ordinary course of business that is held
      by or accrues in favor of (i) the Screen Actors Guild, the Writers Guild
      of America, the Directors Guild of America, the International Alliance of
      Theatrical and Stage Employees, and any other unions, guilds or collective
      bargaining units who have rights in or control over items of Product or
      (ii) any Persons who hold a participation or a residual interest in items
      of Product;

            (t) any Lien arising in the ordinary course of business in an item
      of Product that is held by or accrues in favor of any completion
      guarantor, financier or other third person related to production,
      acquisition or exploitation rights in such item of Product; provided that
      such Lien is subject to an intercreditor agreement by such completion
      guarantor, financier or other third person, as the case may be, in favor
      of the Borrower in which such completion guarantor, financier or other
      third person agrees not to (i) interfere with or otherwise disturb the
      exercise or exploitation by the Borrower or its Affiliates of such item of
      Product or (ii) exploit such item of Product (other than in the case, and
      to the extent, of any such completion guarantor, financier or other third
      person acting as a distributor or disseminator of Product, including as a
      result of foreclosing on such person's Lien);

            (u) the transfer of any Lien permitted to exist under this Section
      6.3 from one Person to another, so long as the principal, capital or
      nominal amount secured by that Lien is not increased;

            (v) any Copyright Lien securing obligations specified in the
      definition thereof;

            (w) any Lien arising in the ordinary course of business (including
      in connection with an Exempt Transaction) regarding items of Product that
      is held by or accrues in favor of any government, administrative agency or
      other administrator or beneficiary of a Governmental Incentive Program;

            (x) any Lien created on or over assets of a Foreign Subsidiary which
      is not a Guarantor pledged to secure obligations of such Subsidiary
      permitted to be incurred under this Agreement;
<PAGE>
                                                                              45

            (y) any Lien created in connection with a Film Rights
      Securitization, which Film Rights Securitization is permitted under
      Section 6.2;

            (z) any Lien created by the Security Documents;

            (aa) any Lien created upon any cash collateral account of the
      Borrower that is funded exclusively with any portion of the proceeds of
      the UCI Loan;

            (bb) the Lien on Equity Interests in USJ Co., Ltd. contemplated by
      the definition of Indebtedness;

            (cc) any Lien created upon any assets of a Covenant Defeasance SPV
      incurred in connection with a Covenant Defeasance Transaction; and

            (dd) any other Lien created on or over assets of any Group Member;
      provided that the aggregate outstanding principal, capital or nominal
      amount secured by all Liens created or outstanding under this paragraph
      (dd) must not at any time exceed in aggregate $50,000,000 (or the
      equivalent in other currencies).

            6.4 Fundamental Changes. The Borrower will not, and will not permit
any Subsidiary to, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or Dispose of all or substantially all of its property or
business, except that:

            (a) any Subsidiary of the Borrower may be merged or consolidated
      with or into the Borrower (provided that the Borrower shall be the
      continuing or surviving entity) or with or into any other Subsidiary
      (provided, that if either such Subsidiary is a Guarantor, the continuing
      or surviving entity shall be a Guarantor);

            (b) any Subsidiary may liquidate or dissolve if the Borrower
      determines in good faith that such liquidation or dissolution is in the
      best interest of the Borrower and is not materially disadvantageous to the
      Lenders; provided that a Guarantor may only liquidate or dissolve into the
      Borrower or another Guarantor; and

            (c) any Investment permitted by Section 6.7 or any Disposition
      permitted pursuant to Section 6.5 may be structured as a merger,
      consolidation or amalgamation and may involve a Disposition of all or
      substantially all of the assets of one or more Group Members.

            6.5 Disposition of Property. The Borrower will not, and will not
permit any Subsidiary to, Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity
Interests in such Subsidiary to any Person, except:

            (a) Dispositions made in the ordinary course of business of the
      Disposing entity, including in connection with any Exempt Transaction;

            (b) Dispositions to a Group Member;

            (c) Restricted Payments that are permitted by Section 6.6;

            (d) leases, including subleases, and licenses entered into in the
      ordinary course of business;
<PAGE>
                                                                              46

            (e) Dispositions made in connection with the liquidation in
      bankruptcy of any Subsidiary;

            (f) Dispositions made in connection with a Film Rights
      Securitization, which Film Rights Securitization is permitted under
      Section 6.2;

            (g) Dispositions of 25% of the Equity Interests in Reveille LLC to
      Ben Silverman; and

            (h) other Dispositions, so long as (i) the consideration therefor is
      not less than the fair market value of the related asset, (ii) the
      Borrower complies with the requirements of Sections 2.5 and 5.9(f) in
      connection with such Disposition, if applicable, (iii) in the case of any
      Disposition of Television Assets such consideration is payable solely in
      cash at closing; provided that the Borrower may accept consideration other
      than cash in connection with a Disposition of Television Assets so long as
      the book value of such non-cash consideration does not exceed 15% of the
      aggregate consideration for all such Dispositions of Television Assets;
      and (iv) the aggregate book value of Television Assets (other than the
      Sundance Channel) so Disposed of shall not exceed $50,000,000 during the
      term of this Agreement.

            6.6 Restricted Payments. Unless at the time the Loans are Investment
Grade, the Borrower will not, and will not permit any Subsidiary to, (i) declare
or pay any dividend on, or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Equity Interests of any Group Member,
whether now or hereafter outstanding (other than an Investment in Equity
Interests in a Subsidiary permitted by Section 6.7), or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of any Group Member ("Dividends"), (ii) make any
Investment in any member of the Vivendi Group other than a Group Member or (iii)
make any payment on account of, or set apart assets for a sinking or another
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Indebtedness owing to any member of the Vivendi Group other
than a Group Member (collectively, "Restricted Payments"), except that so long
as after giving effect to such Restricted Payment (and any transaction giving
rise thereto), no Event of Default shall have occurred and be continuing:

            (a) the Borrower may declare and pay dividends with respect to its
      Equity Interests payable solely in additional such Equity Interests;

            (b) Subsidiaries may declare and make Restricted Payments to the
      Borrower or other Subsidiaries and declare and pay Dividends ratably with
      respect to their Equity Interests;

            (c) the Borrower may declare and pay regularly scheduled cash
      distributions on its Class B Preferred Interests;

            (d) the Borrower may, promptly after the close of each taxable year,
      make Tax Distributions in respect of the income of the Borrower for such
      taxable year;

            (e) the Canada Preferred Stock may be redeemed or repurchased at any
      time after the exercise by the holder thereof of the put rights related
      thereto;

            (f) the Borrower may make Restricted Payments from the proceeds of
      cash from operations so long as, after giving effect thereto, the Cash
      Leverage Ratio is less than 2.5 to 1.O;
<PAGE>
                                                                              47

            (g) the Borrower may make Restricted Payments from the Net Proceeds
      received from the Disposition of assets other than Subject Assets (whether
      consummated prior to, on or after the Closing Date) so long as, after
      giving effect thereto, (x) any Indebtedness associated with such assets
      has been retired or defeased, (y) the Cash Leverage Ratio is less than (a)
      3.0 to 1.0 for any such Disposition consummated prior to the date
      occurring 18 months following the Closing Date and (b) 2.5 to 1.0 for any
      such Disposition consummated on or after the date occurring 18 months
      after the Closing Date and (2) the Loans are rated no less than BB by S&P
      and Ba2 by Moody's (in each case, with a stable outlook); provided that
      the condition in clause (y) above shall not apply in the case of a
      Disposition of Spencer Gifts LLC (and its subsidiaries) or the real
      property and improvements set forth on Schedule 1.1C;

            (h) new intercompany loans may be made to Vivendi Universal or its
      subsidiaries or then-existing intercompany loans owed to Vivendi Universal
      or its subsidiaries may be repaid from the proceeds of cash from
      operations, so long as, after giving effect thereto, no more than
      $600,000,000 of net intercompany loans to Vivendi Universal or its
      subsidiaries are outstanding (subject to an increase to $700,000,000 at
      any time upon election of the Borrower, at which time the maximum ratio
      permitted by clause (i) of Section 6.1(b) shall be reduced to 3.0 to 1.0
      to the extent not already at or below such level); provided that the net
      amount of intercompany loans otherwise permitted to be outstanding under
      this clause (h) shall be reduced by the amount of any Restricted Payments
      in the form of Dividends made pursuant to clauses (f) and (g) above);

            (i) the Borrower may make Restricted Payments in an amount equal to
      the portion of any proceeds of issuances of Equity Interests not required
      to be used to prepay the Loans (or to cash collateralize the Loans);
      provided that, such amount is used to make Restricted Payments
      substantially concurrently with the receipt of such proceeds and so long
      as the Cash Leverage Ratio is less than 2.5 to 1.0;

            (j) UCI Loans may be prepaid with the proceeds of (i) Additional
      Indebtedness, (ii) any Disposition of UCI or (iii) distributions received
      from UCI;

            (k) the Borrower may make Restricted Payments from the proceeds of
      Permitted Debt; and

            (l) the Class A Preferred Interests and/or the Class B Preferred
      Interests may be defeased pursuant to a Covenant Defeasance Transaction;

provided that no such Restricted Payment in the form of loans or advances
otherwise permitted by the foregoing provisions shall be permitted if as a
consequence such loans or advances would in whole or in part be required to be
applied as a mandatory prepayment of Indebtedness of a member of the Vivendi
Group.

            6.7 Investments. The Borrower will not, and will not permit any
Subsidiary to, make any advance, loan, extension of credit (by way of guaranty
or otherwise) or capital contribution to, or purchase any Equity Interests,
bonds, notes, debentures or other debt securities of, or any assets constituting
a business unit of, or make any other investment in, any Person (all of the
foregoing, "Investments"), except:

            (a) Permitted Investments;

            (b) Investments by the Borrower or any Subsidiary existing on
      June 16, 2003;


<PAGE>
                                                                              48

         (c) loans, advances or other Investments made by the Borrower to or in
any Subsidiary (including the formation of a new Subsidiary but not the
acquisition of a Person having more than $1,000 of total assets not theretofore
a Subsidiary) or made by any Subsidiary to or in the Borrower or any other
Subsidiary (including the formation of a new Subsidiary but not the acquisition
of a Person not theretofore a Subsidiary having more than $1,000 of total
assets);

         (d) Investments constituting part of the Transaction;

         (e) Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers, suppliers or others, in each case in the ordinary course of business,
or received in satisfaction of judgments;

         (f) Investments received as noncash consideration for Dispositions
permitted by Section 6.5;

         (g) extensions of credit in the nature of accounts receivable in the
ordinary course of business;

         (h) loans and advances to employees, directors and officers of the
Borrower or any of the Subsidiaries in the ordinary course of business;

         (i) Investments in the form of Permitted Hedges;

         (j) Investments resulting from pledges and deposits referred to in
Section 6.3;

         (k) Investments of any Person existing at the time such Person becomes
a Subsidiary or at the time such Person merges or consolidates with the Borrower
or any of the Subsidiaries, in either case in compliance with the terms of this
Agreement, which Investments were not created or acquired in contemplation of
such transaction;

         (l) Investments constituting Restricted Payments permitted by Section
6.6;

         (m) guarantees constituting Indebtedness permitted by Section 6.2;

         (n) guarantees made in the ordinary course of business consistent with
past practices;

         (o) acquisitions of Product or interests therein in the ordinary course
of business, including by way of forming and/or funding joint ventures;

         (p) direct or indirect Investments in UCI (including any guarantee of
or pledge of cash collateral to secure Indebtedness of UCI) funded exclusively
with the proceeds of a UCI Loan;

         (q) loans and advances arising under the Special Fee Advance Agreement
comprising payments of certain partnership distributions up to $22,500,000 owing
to the Blackstone Parties (as defined in the Special Fee Advance Agreement);

         (r) loans to any other Person participating in a Governmental Incentive
Program if and only if a Group Member retains control over the distribution
rights in the related Product;
<PAGE>
                                                                              49


                  (s) direct or indirect Investments in Shanghai J.V. in an
         amount not to exceed $75,700,000, plus such additional Investment not
         to exceed $140,750,000 as may arise under the Indebtedness permitted
         pursuant to Section 6.2(1); and

                  (t) Investments in addition to those permitted by clauses (a)
         through (s) above so long as after giving effect thereto no Event of
         Default shall have occurred and be continuing.

                  6.8 Transactions with Affiliates. The Borrower will not, and
will not permit any Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except:

                  (a) at prices and on terms and conditions not less favorable
         to the Borrower or such Subsidiary than could be obtained on an
         arm's-length basis from unrelated third parties;

                  (b) transactions between or among the Borrower and its
         Subsidiaries not involving any other Affiliate;

                  (c) transactions described on Schedule 6.8;

                  (d) loans and advances between the Borrower and its
         Subsidiaries, on the one hand, and Vivendi Universal and its
         subsidiaries (other than the Borrower and its subsidiaries), on the
         other hand, permitted by Sections 6.2(j) and 6.6;

                  (e) other transactions on an arm's-length basis among the
         Borrower, its Subsidiaries and their Affiliates consistent with past
         practices (it being understood that a transaction on terms reasonably
         calculated to reimburse the applicable Group Member for its material
         costs in connection therewith shall not fail to be an arm's length
         transaction for this purpose even though such Group Member would not
         have entered into such a transaction with a Person that was not an
         Affiliate);

                  (f) any Restricted Payment permitted by Section 6.6; and

                  (g) the borrowing of a UCI Loan and the making of any payment
         in respect thereof required by the terms thereof (but not any payment
         which is not required by the terms thereof).

                  6.9 Sales and Leasebacks. The Borrower will not, and will not
permit any Subsidiary to, enter into any arrangement with any Person (other than
a Group Member) providing for the leasing by any Group Member of real or
personal property that has been or is to be sold or transferred by such Group
Member to such Person or to any other Person to whom funds have been or are to
be advanced by such Person on the security of such property or rental
obligations of such Group Member; provided that such an arrangement may be
effected (i) within 270 days after the initial acquisition by any Group Member
of such real or personal property in order to finance the cost of acquisition
thereof or (ii) pursuant to the transactions described on Schedule 6.9.

                  6.10 Swap Agreements. The Borrower will not, and will not
permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary has actual exposure (other than those in respect of Equity Interests
or High-Yield Debt) and (b) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.
<PAGE>
                                                                              50


                  6.11 Changes in Fiscal Periods. The Borrower will not permit
its fiscal year to end on a day other than December 31 or change its method of
determining fiscal quarters.

                  6.12 Negative Pledge Clauses. The Borrower will not, and will
not permit any Subsidiary to, enter into or suffer to exist or become effective
any agreement that prohibits or limits the ability of any Group Member to
create, incur, assume or suffer to exist any Lien upon any of its property or
revenues, whether now owned or hereafter acquired, in each case other than
Permitted Restrictions.

                  6.13 Clauses Restricting Subsidiary Distributions. The
Borrower will not, and will not permit any Subsidiary to, enter into or suffer
to exist or become effective any consensual restriction on the ability of any
Subsidiary of the Borrower to (a) make Restricted Payments in respect of any
Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to,
the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances
to, or other Investments in, the Borrower or any other Subsidiary of the
Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, in each case other than Permitted Restrictions.

                  6.14 Lines of Business. The Borrower will not enter to any
material extent into any business, either directly or through any Subsidiary,
except for Permitted Lines of Business.

                          SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) a Loan Party does not pay (i) on the due date, any
         principal of any Loan or (ii) within three Business Days of the due
         date, any other amount payable by it under the Loan Documents, in each
         case at the place at and in the currency in which it is expressed to be
         payable;

                  (b) (i) the Borrower does not comply with any provision of
         Section 5.7(a), Section 5.9(f) or Section 6; or (ii) a Loan Party does
         not comply with any provision of the Loan Documents (other than those
         referred to in Section 7(a) or 7(b)(i)) and the failure to comply (if
         capable of remedy) continues for 30 days after the Paying Agent gives
         notice of such failure to the Borrower;

                  (c) a representation, warranty or statement made or repeated
         in any Loan Document or in any document delivered by or on behalf of
         any Loan Party under or in connection with any Loan Document is
         incorrect in any material respect when made or deemed to be made or
         repeated;

                  (d) (i) any Financial Obligation of any Loan Party, a Material
         Subsidiary, Vivendi Universal or a Vivendi Material Subsidiary is not
         paid when due (or where there is a grace period applicable to that
         Indebtedness, within that grace period); (ii) an event of default
         howsoever described occurs under any document relating to any Financial
         Obligation of any Loan Party, a Material Subsidiary, Vivendi Universal
         or a Vivendi Material Subsidiary; or (iii) any Financial Obligation of
         any Loan Party, a Material Subsidiary, Vivendi Universal or a Vivendi
         Material Subsidiary becomes prematurely due and payable as a result of
         an event of default or is placed on demand as a result of an event of
         default (howsoever described) under the document relating to that
         Indebtedness; provided that there shall only be an Event of Default
         under this Section 7(d) if the aggregate amount of Financial
         Obligations which is not so paid and/or in respect of which such event
         has occurred and/or which becomes prematurely due and payable or is
         placed on demand exceeds $50,000,000 (or the equivalent in other
         currencies); and provided further that no Default or Event of Default
         shall arise hereunder if Indebtedness secured by any asset is required
<PAGE>
                                                                              51


to be prepaid by reason of a Disposition of such asset otherwise permitted
hereunder, or any Indebtedness of any Subsidiary is required to be prepaid by
reason of a Disposition of such Subsidiary otherwise permitted hereunder, so
long as such Indebtedness is so prepaid in accordance with such requirements;

         (e) (i) any Loan Party, any Material Subsidiary or Vivendi Universal is
unable to pay its debts as they fall due, or admits in writing inability to pay
its debts as they fall due;

             (ii) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking:

                  (A)      liquidation, reorganization or other relief in
                           respect of any Loan Party, any Material Subsidiary or
                           Vivendi Universal or its debts, or of a substantial
                           part of its assets, under any Federal, state or
                           foreign bankruptcy, insolvency, receivership or
                           similar law now or hereafter in effect; or

                  (B)      the appointment of a receiver, trustee, custodian,
                           sequestrator, conservator or similar official for any
                           Loan Party, any Material Subsidiary or Vivendi
                           Universal or for a substantial part of its assets,
                           and, in any such case, such proceeding or petition
                           shall continue undismissed for 60 days or an order or
                           decree approving or ordering any of the foregoing
                           shall be entered; or

             (iii) any Loan Party, any Material Subsidiary or Vivendi Universal
shall:

                  (A)      voluntarily commence any proceeding or file any
                           petition seeking liquidation, reorganization or other
                           relief under any Federal, state or foreign
                           bankruptcy, insolvency, receivership or similar law
                           now or hereafter in effect;

                  (B)      consent to the institution of, or fail to contest in
                           a timely and appropriate manner, any proceeding or
                           petition described in paragraph (ii) of this Section;

                  (C)      apply for or consent to the appointment of a
                           receiver, trustee, custodian, sequestrator,
                           conservator or similar official for any Loan Party or
                           any Material Subsidiary or for a substantial part of
                           its assets;

                  (D)      file an answer admitting the material allegations of
                           a petition filed against it in any such proceeding;

                  (E)      make a general assignment for the benefit of
                           creditors; or

                  (F)      take any action for the purpose of effecting any of
                           the foregoing;

         (f) the Secured Guarantee of any Guarantor is not effective or is
alleged by any Loan Party to be ineffective for any reason, except as otherwise
provided in Section 5.9 and in the Security Agreement;
<PAGE>
                                                                              52


                  (g) one or more judgments for the payment of money in an
         aggregate amount in excess of $50,000,000 (exclusive of amounts covered
         by insurance as to which the insurer has not disputed coverage) shall
         be rendered against any Loan Party or any Material Subsidiary or any
         combination thereof and the same shall remain undischarged for a period
         of 30 consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         attach or levy upon any assets of the Loan Party or any Material
         Subsidiary to enforce any such judgment;

                  (h) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, would reasonably be expected to result in a
         Material Adverse Effect;

                  (i) a Change in Control shall occur;

                  (j) on or after the Closing Date, the Collateral Agent shall
not have for the benefit of the Lenders a perfected first priority security
interest, directly or indirectly through the pledge of the equity interests in a
Group Member which is the direct or indirect owner thereof, in all equity
interests owned by any Group Member in any of the Pledge Subsidiaries, except as
a result of the Collateral Agent's failure (x) to maintain possession of any
stock certificates, promissory notes or other instruments delivered to it under
the Security Agreement or (y) to file properly (A) Uniform Commercial Code
financing statements or comparable filings delivered to it for filing under the
Security Documents or (B) Uniform Commercial Code continuation statements or
comparable filings necessary to maintain perfection, or any Loan Party shall
allege such to be the case; or

                  (k) any Lien purported to be created under any Security
Document shall cease to be, or shall be asserted by any Loan Party not to be, a
valid and perfected Lien on any Collateral having a value in excess of
$5,000,000, with the priority required by the applicable Security Document,
except (i) as a result of the sale or other disposition of the applicable
Collateral or such Collateral's becoming subject to a Film Rights Securitization
(and released in accordance with Section 9.14) in a transaction permitted under
the Loan Documents or (ii) as a result of the Collateral Agent's failure (x) to
maintain possession of any stock certificates, promissory notes or other
instruments delivered to it under the Security Agreement or (y) to file properly
(A) Uniform commercial Code financing statements or comparable filings delivered
to it for filing under the Security Documents or (B) Uniform Commercial Code
continuation statements or comparable filings necessary to maintain perfection;

then, and in any such event, the Paying Agent shall, if so directed by the
Required Lenders, by notice to the Borrower: (x) demand that all or part of the
Loans, together with accrued interest and all other amounts accrued under the
Loan Documents be immediately due and payable, whereupon they shall become
immediately due and payable; and/or (y) demand that all or part of the Loans be
payable on demand, whereupon they shall immediately become payable on demand by
the Paying Agent acting on the instructions of the Required Lenders; provided
that upon the occurrence of an Event of Default under Section 7(e) with respect
to the Borrower, the Loans, together with accrued interest and all other amounts
accrued under the Loan Documents, shall become immediately due and payable,
without notice or any other action by any Agent or any Lender.

                              SECTION 8. THE AGENTS

                  8.1 Appointment. Each Lender hereby irrevocably designates and
appoints each of the Co-Administrative Agents, the Collateral Agent and the
Paying Agent as the agents of such Lender under this Agreement and the other
Loan Documents, and irrevocably authorizes each of them, in such capacity, to
take such action on its behalf under the provisions of this Agreement and the
other Loan
<PAGE>
                                                                              53


Documents and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement and the other Loan Documents
(including with respect to the Collateral Agent, to sign and deliver the
Security Documents), together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, none of the Co-Administrative Agents, the Collateral Agent and
the Paying Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any of the Co-Administrative Agents, the Collateral
Agent and the Paying Agent. References in this Section 8, other than Sections
8.9 and 8.10 to the Co-Administrative Agents shall be deemed to include a
reference to the Collateral Agent and the Paying Agent.

                  8.2 Delegation of Duties. Each of the Co-Administrative Agents
may execute any of its duties under this Agreement and the other Loan Documents
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Neither of the
Co-Administrative Agents shall not be responsible for the negligence or
misconduct of any agents or attorneys in-fact selected by it with reasonable
care.

                  8.3 Exculpatory Provisions. Neither any Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by any Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. No Agent shall be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

                  8.4 Reliance by Co-Administrative Agents. Each of the
Co-Administrative Agents shall be entitled to rely, and shall be fully protected
in relying, upon any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including counsel to the Borrower),
independent accountants and other experts selected by the Co-Administrative
Agents. Each of the Co-Administrative Agents may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Co-Administrative Agents. Each of the Co-Administrative Agents shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. Each of the
Co-Administrative Agents shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.
<PAGE>
                                                                              54


                  8.5 Notice of Default. No Co-Administrative Agent shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Co-Administrative Agents have received notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Co-Administrative Agents receive such a notice, the Co-Administrative Agents
shall give notice thereof to the Lenders. The Co-Administrative Agents shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders); provided that unless and until the Co-Administrative
Agents shall have received such directions, the Co-Administrative Agents may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as they shall deem
advisable in the best interests of the Lenders.

                  8.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Co-Administrative Agents hereunder, the Co-Administrative Agents shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party that may come into the possession of the Co-Administrative
Agents or any of their officers, directors, employees, agents, attorneys-in-fact
or affiliates.

                  8.7 Indemnification. The Lenders agree to indemnify each Agent
in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective Exposures in effect on the date on which indemnification is
sought under this Section (or, if indemnification is sought after the date upon
which the Commitments shall have terminated and the Loans shall have been paid
in full, ratably in accordance with such Exposures immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or
omitted by such Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.
<PAGE>
                                                                              55


                  8.8 Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it, each Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms
"Lender" and "Lenders" shall include each Agent in its individual capacity.

                  8.9 Successor Co-Administrative Agent. Each of the
Co-Administrative Agents may resign as Co-Administrative Agent upon 10 days'
notice to the Lenders and the Borrower. If the Co-Administrative Agents shall
have both resigned as Co-Administrative Agents under this Agreement and the
other Loan Documents, then the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which successor agent shall (unless
an Event of Default under Section 7(a) or Section 7(e) with respect to the
Borrower shall have occurred and be continuing) be subject to approval by the
Borrower (which approval shall not be unreasonably withheld or delayed). Any
successor agent shall succeed to the rights, powers and duties of the
Co-Administrative Agents, and the term "Co-Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Co-Administrative Agent's rights, powers and duties as Co-Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Co-Administrative Agent or any of the parties to this Agreement or
any holders of the Loans. If both Co-Administrative Agents shall have resigned
and no successor agent has accepted appointment as Co-Administrative Agent by
the date that is 10 days following the last retiring Co-Administrative Agent's
notice of resignation, the last retiring Co-Administrative Agent's resignation
shall nevertheless thereupon become effective and the Lenders shall assume and
perform all of the duties of the Co-Administrative Agents hereunder until such
time, if any, as the Required Lenders appoint a successor agent as provided for
above. After any retiring Co-Administrative Agent's resignation as
Co-Administrative Agent, the provisions of this Section 8 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Co-Administrative Agent under this Agreement and the other Loan Documents.

                  8.10 Co-Administrative Agents' and Paying Agent's Fees. The
Borrower agrees to pay (i) to the Co-Administrative Agents, for their own
accounts, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Co-Administrative Agents and (ii) to the Paying
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Borrower and the Paying Agent.

                  8.11 Syndication Agent. The Syndication Agent shall not have
any duties or responsibilities hereunder in its capacity as such.

                            SECTION 9. MISCELLANEOUS

                  9.1 Amendments and Waivers. Neither this Agreement, any other
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 9.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Co-Administrative
Agents and each Loan Party party to the relevant Loan Document may, from time to
time, (a) enter into written amendments, supplements or modifications hereto and
to the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Co-Administrative Agents, as
the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final
<PAGE>
                                                                              56


scheduled date of maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Loan, reduce the stated rate of any
interest payable hereunder (except in connection with the waiver of
applicability of any post-default increase in interest rates) or extend the
scheduled date of any payment thereof, or provide that payments shall not be
allocated pro rata to the Lenders, in each case without the written consent of
each Lender directly and adversely affected thereby; (ii) eliminate or reduce
the voting rights of any Lender under this Section 9.1 without the written
consent of such Lender; (iii) reduce any percentage specified in the definition
of Required Lenders, consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement and the other Loan
Documents, release all or substantially all of the Collateral or release all or
substantially all of the Guarantors from their obligations under the Security
Agreement, in each case without the written consent of all Lenders; (iv) amend,
modify or waive any provision of Section 8 without the written consent of each
Agent affected thereby. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Agents and all future holders of the
Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents
shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

                  Notwithstanding the foregoing, this Agreement may be amended
(or amended and restated) with the written consent of the Required Lenders, the
Co-Administrative Agents and the Borrower (a) to add one or more additional
credit facilities to this Agreement and to permit the extensions of credit from
time to time outstanding thereunder and the accrued interest and fees in respect
thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Loans and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders.

                  9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower, the
Co-Administrative Agents and the Paying Agent, and as set forth in an
administrative questionnaire delivered to the Co-Administrative Agents in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto:

Borrower:                 Vivendi Universal Entertainment LLLP
                          Universal Studios
                          100 Universal City Plaza
                          Universal City, California 91608
                          Attention: Chief Financial Officer and General Counsel
                          Telecopy: +1 818 866 1567 and +1 818 866 3444

                          with a copy to:

                          Vivendi Universal S.A.
                          42 avenue de Friedland
                          75008 Paris, France
                          Attention: Dominique Gibert
                          Telecopy: + 33 1 71 71 1127

Co-Administrative Agents: Bank of America, N.A.
<PAGE>
                                                                              57


                          335 Madison Avenue
                          New York, New York 10017
                          Attention: Thomas Kane
                          Telecopy: +1-212 503 7173

                          and:

                          JPMorgan Chase Bank
                          Loan and Agency Services Group
                          1111 Fannin Street, 10th Floor
                          Houston, Texas 77002
                          Attention: Cynthia Aguirre
                          Telecopy: +1-713 750 2358

                          with a copy to:

                          JPMorgan Chase Bank
                          270 Park Avenue
                          New York, New York 10017
                          Attention: Peter Thauer
                          Telecopy: +l-212 270 4164

Paying Agent:             JPMorgan Chase Bank
                          Loan and Agency Services Group
                          1111 Fannin Street, 10th Floor
                          Houston, Texas 77002
                          Attention: Cynthia Aguirre
                          Telecopy: +1-713 750 2358

provided that any notice, request or demand to or upon any Agent shall not be
effective until received.

                  Notices and other communications to the Lenders hereunder may
be delivered or furnished by electronic communications pursuant to procedures
approved by the Co-Administrative Agents; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the Paying
Agent and the applicable Lender. The Borrower or any Agent may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

                  9.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of any Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

                  9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.
<PAGE>
                                                                              58

         9.5 Payment of Expenses. Upon receipt of reasonable documentation, the
Borrower agrees (a) to pay or reimburse the Co-Administrative Agents, the
Collateral Agent and the Paying Agent for all their reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of a single outside counsel (and any local counsel) to such Agents
and filing and recording fees and expenses, with statements with respect to the
foregoing to be submitted to the Borrower prior to the Closing Date (in the case
of amounts to be paid on the Closing Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Agent that is owed payment
or reimbursement shall deem appropriate, (b) to pay or reimburse each Lender and
each Agent for all their reasonable costs and expenses incurred in connection
with the enforcement or preservation of any rights under this Agreement, the
other Loan Documents and any such other documents but, in the case of the
Lenders, only after the occurrence and during the continuance of a Default or an
Event of Default, including the fees and disbursements of counsel to each Lender
and each Agent, and (c) to pay, indemnify, and hold each Lender and each Agent
and their respective officers, directors, trustees, employees, Affiliates,
agents and controlling persons (each, an "Indemnitee") harmless from and against
any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents, including any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of any Group Member or any of the
Properties and the reasonable fees and expenses of legal counsel in connection
with claims, actions or proceedings by any Indemnitee against any Loan Party
under any Loan Document (all the foregoing in this clause (c), collectively, the
"Indemnified Liabilities"); provided that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee. All amounts due under this Section
9.5 shall be payable promptly after written demand therefor. The agreements in
this Section 9.5 shall survive repayment of the Loans and all other amounts
payable hereunder.

         9.6 Successors and Assigns: Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.

         (b) (i) Subject to the conditions set forth in paragraph (b)(ii) of
this Section, any Lender may assign to one or more assignees (each, an
"Assignee") all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:
<PAGE>
                                                                              59


                           (A) the Borrower; provided that no consent of the
                  Borrower shall be required for an assignment to a Lender, an
                  Affiliate of a Lender, an Approved Fund (as defined below) or,
                  if an Event of Default under Section 7(a) or 7(e) has occurred
                  and is continuing, any other Person; and

                           (B) the Paying Agent; provided that no consent of the
                  Paying Agent shall be required for an assignment of all or any
                  portion of a Loan to a Lender, an Affiliate of a Lender or an
                  Approved Fund; provided further that no consent of the Paying
                  Agent shall be required for an assignment of all or any
                  portion of a Loan to any Person by Bank of America, N.A. or
                  JPMorgan Chase Bank.

                  (ii) Assignments shall be subject to the following additional
conditions:

                           (A) except in the case of an assignment to a Lender,
                  an Affiliate of a Lender or an Approved Fund or an assignment
                  of the entire remaining amount of the assigning Lender's
                  Commitment or Loans, the amount of the Commitment or Loans of
                  the assigning Lender subject to each such assignment
                  (determined as of the date the Assignment and Assumption with
                  respect to such assignment is delivered to the Co-
                  Administrative Agents) shall not be less than $1,000,000
                  unless each of the Borrower and the Paying Agent otherwise
                  consents (such consents not to be unreasonably withheld or
                  delayed); provided that (1) no such consent of the Borrower
                  shall be required if an Event of Default under Section 7(a) or
                  7(e) has occurred and is continuing and (2) such amounts shall
                  be aggregated in respect of each Lender and its Affiliates or
                  Approved Funds, if any;

                           (B) the parties to each assignment shall execute and
                  deliver to the Paying Agent an Assignment and Assumption,
                  together with a processing and recordation fee of $3,500; and

                           (C) the Assignee, if it shall not be a Lender, shall
                  deliver to the Paying Agent an administrative questionnaire.

                  For the purposes of this Section 9.6,the term "Approved Fund"
means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit
in the ordinary course of its business and that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
         paragraph (b)(v) below, from and after the effective date specified in
         each Assignment and Assumption the Assignee thereunder shall be a party
         hereto and, to the extent of the interest assigned by such Assignment
         and Assumption, have the rights and obligations of a Lender under this
         Agreement, and the assigning Lender thereunder shall, to the extent of
         the interest assigned by such Assignment and Assumption, be released
         from its obligations under this Agreement (and, in the case of an
         Assignment and Assumption covering all of the assigning Lender's rights
         and obligations under this Agreement, such Lender shall cease to be a
         party hereto but shall continue to be entitled to the benefits of
         Sections 2.12,2.13,2.14 and 9.5). Any assignment or transfer by a
         Lender of rights or obligations under this Agreement that does not
         comply with this Section 9.6 shall be treated for purposes of this
         Agreement as a sale by such Lender of a participation in such rights
         and obligations in accordance with paragraph (c) of this Section.
<PAGE>
                                                                              60


                  (iv) The Paying Agent, acting for this purpose as an agent of
         the Borrower, shall maintain at one of its offices a copy of each
         Assignment and Assumption delivered to it and a register for the
         recordation of the names and addresses of the Lenders, and the
         Commitments of, and principal amount of the Loans owing to, each Lender
         pursuant to the terms hereof from time to time (the "Register"), a copy
         of which shall be made available to the Borrower upon its request. The
         entries in the Register shall be conclusive, and the Borrower, the
         Agents and the Lenders may treat each Person whose name is recorded in
         the Register pursuant to the terms hereof as a Lender hereunder for all
         purposes of this Agreement, notwithstanding notice to the contrary.
         Upon the reasonable request of a Lender, the Paying Agent may provide
         such Lender with a list of the names and Exposures of the other
         Lenders.

                  (v) Upon its receipt of a duly completed Assignment and
         Assumption executed by an assigning Lender and an Assignee, the
         Assignee's completed administrative questionnaire (unless the Assignee
         shall already be a Lender hereunder), the processing and recordation
         fee referred to in paragraph (b)(ii)(B) of this Section and any written
         consent to such assignment required by this Section 9.6, the Paying
         Agent shall accept such Assignment and Assumption and record the
         information contained therein in the Register. No assignment shall be
         effective for purposes of this Agreement unless it has been recorded in
         the Register as provided in this paragraph.

                  (c) (I) Any Lender may, without the consent of the Borrower or
Agent, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans
owing to it); provided that (A) such Lender's obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (C) the
Borrower, the Agents and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement or any other Loan Document; provided that
such agreement may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 9.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12 and 2.13 to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.7 as though it
were a Lender; provided such Participant shall be subject to Section 9.7(a) as
though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.12 or 2.13 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent. Any
         Participant that is a Non-US. Lender shall not be entitled to the
         benefits of Section 2.13 unless such Participant complies with Section
         2.13(d).

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or Assignee for such Lender
as a party hereto.
<PAGE>
                                                                              61


                  (e) The Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (d) of this Section.

                  (f) Notwithstanding the foregoing, any Conduit Lender may
assign any or all of the Loans it may have funded hereunder to its designating
Lender without the consent of the Borrower or any Agent and without regard to
the limitations set forth in Section 9.6(b). The Borrower, each Lender and each
Agent hereby confirm that it will not institute against a Conduit Lender or join
any other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.

                  9.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or Lenders, if any Lender (a "Benefited Lender") shall, at any time after the
Loans and other amounts payable hereunder shall immediately become due and
payable pursuant to Section 7, receive any payment of all or part of the
Obligations owing to it, or receive any Collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 7(e), or otherwise), in a greater proportion
than any such payment to or Collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefited Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such Collateral, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such Collateral ratably with each of the Lenders; provided, however, that if
all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, during the continuance of an
Event of Default and without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, upon
any amount becoming due and payable by the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of the Borrower. Each Lender agrees promptly to notify the Borrower and
the Co-Administrative Agents after any such setoff and application made by such
Lender; provided that the failure to give such notice shall not affect the
validity of such setoff and application.

                  9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Co-Administrative Agents.

                  9.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such
<PAGE>
                                                                              62


prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

                  9.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Agents and the Lenders with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Agents or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.

                  9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  9.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States for
         the Southern District of New York and appellate courts from any
         thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Borrower at its address set forth in Section 9.2 or at
         such other address of which the Co-Administrative Agents shall have
         been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  9.13 Acknowledgements. The Borrower hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (b) none of the Agents and Lenders has any fiduciary
         relationship with or duty to the Borrower arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between the Agents and Lenders, on one hand, and the
         Borrower, on the other hand, in connection herewith or therewith is
         solely that of debtor and creditor; and
<PAGE>
                                                                              63


                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or between the Borrower and the
         Lenders.

                  9.14 Releases of Guarantees and Liens. (a) Notwithstanding the
foregoing, and subject, in the case of the Collateral covered by any Mortgage,
to the provisions of such Mortgage, Collateral (but not the proceeds thereof)
shall be automatically released from the Liens of the Security Documents from
time to time as necessary in respect of any Disposition of assets (which assets
constitute items of Collateral) permitted by the Loan Documents (other than a
Film Rights Securitization, which is addressed in clause (b) below) and made to
a Person other than the Borrower and its Subsidiaries and, in the case of a sale
outside the ordinary course of business, other than an Affiliate; provided that
arrangements reasonably satisfactory to the Collateral Agent shall have been
made to apply the Net Proceeds thereof if and as required by the terms of the
Loan Documents. The Collateral Agent shall execute and deliver all release
documents reasonably requested to evidence such release (without the requirement
of consent from any Lender), including if necessary in respect of such disposal
the delivery of any security certificates or instruments held by the Collateral
Agent and any related stock or note powers or other instruments of transfer.

                  (b) Collateral shall be released from the Liens of the
Security Documents to the extent necessary to permit the consummation of any
Film Rights Securitization permitted under the Loan Documents. The Collateral
Agent shall execute and deliver any release, inter-creditor or similar document
reasonably requested of it and reasonably satisfactory to it in connection with
such a Film Rights Securitization (without the requirement of consent from any
Lender).

                  (c) In the event of any Disposition of Equity Interests
directly or indirectly held by the Borrower in any Guarantor which is permitted
by the Loan Documents and made to a Person other than the Borrower, a Subsidiary
or an Affiliate, if such Disposition results in such Guarantor's ceasing to be a
Subsidiary, then such Guarantor shall be automatically released from its
obligations as a Guarantor under the Loan Documents. The Collateral Agent shall
execute and deliver all release documents reasonably requested to evidence such
release (without the requirement of consent from any Lender).

                  (d) In the event of a Disposition of Collateral outside the
ordinary course of business to an Affiliate in a transaction expressly permitted
hereunder, the Borrower shall be entitled to a release of the Lien of the
Security Documents on such Collateral (and, in the case of such a Disposition of
a Guarantor, to a release of its Secured Guarantee) upon presentation of
evidence reasonably satisfactory to the Collateral Agent that such transaction
is expressly permitted hereunder. The Collateral Agent shall execute and deliver
all release documents reasonably requested to evidence such release (without the
requirement of consent from any Lender).

                  (e) If and to the extent that (i) a Cash Collateral Event
occurs (or is deemed to occur) by reason of a Disposition of assets which
constitute Subject Assets solely because the requisite pro forma Cash Leverage
Ratio specified in the definition of Subject Assets was not achieved at the time
of such Disposition (or was achieved only after giving effect to a related
collateralization of the Loans), but (ii) such Disposition would not have
constituted a Disposition of Subject Assets had such Disposition been
consummated as of the date of each of the then two most recent fiscal quarters
of the Borrower (determined after giving effect to the release of cash
collateral contemplated below), the Borrower shall be entitled to release of the
amount of cash collateral deposited in connection with such Disposition (or to
release of the appropriate portion thereof which permits the condition specified
above to be satisfied). For purposes of Section 6.6, the cash collateral so
released shall be deemed Net Proceeds of a Disposition of assets which are not
Subject Assets consummated on the date of such release.
<PAGE>
                                                                              64


                  (f) The Collateral Agent may conclusively rely upon a
certificate of the Borrower to the effect that any Disposition or Film Rights
Securitization is permitted by the Loan Documents.

                  9.15 Confidentiality. Each Agent and each Lender agrees to
keep confidential all non-public information provided to it by any Loan Party,
any Agent or any Lender pursuant to or in connection with this Agreement that is
designated by the provider thereof as confidential; provided that nothing herein
shall prevent the Agent or any Lender from disclosing any such information (a)
to the Agent, any other Lender or any affiliate thereof, (b) subject to an
agreement to comply with the provisions of this Section, to any actual or
prospective Transferee or any direct or indirect counterparty to any Swap
Agreement (or any professional advisor to such counterparty), (c) to its
employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its affiliates, in each case on a confidential
basis, (d) upon the request or demand of any Governmental Authority, (e) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (f) if necessary to do
so in connection with any litigation or similar proceeding, (g) that has been
publicly disclosed, (h) to the National Association of Insurance Commissioners
or any similar organization or any nationally recognized rating agency that
requires access to information about a Lender's investment portfolio in
connection with ratings issued with respect to such Lender or (i) in connection
with the exercise of any remedy hereunder or under any other Loan Document;
provided further that effective from the date of commencement of discussions
concerning the transaction contemplated by this Agreement, each of the Loan
Parties, each of the Lenders and each of the Agents and each of their employees,
representatives, or other agents may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transaction
contemplated by this Agreement, and all materials of any kind, including
opinions or other tax analyses, that have been provided to it by any other party
relating to such tax treatment and tax structure.

                  9.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

                  9.17 Delivery of Addenda. Each Lender listed in Schedule 1.1A
shall become a party to this Agreement by delivering to the Co-Administrative
Agents a Lender Addendum duly executed by such Lender.

                  9.18 Non-Recourse to Partners. No liability, right, remedy or
claim shall arise, be asserted or be enforceable at any time as against any
parties to the Partnership Agreement, or any of their subsidiaries or Affiliates
or any of the respective officers, directors, employees, representatives or
agents of any of the foregoing, other than the Borrower and the other Loan
Parties, by or on behalf of any Agent or any Lender in respect of the Loans,
this Agreement or any other Loan Document, all such liabilities, rights,
remedies and claims, if any, being expressly waived.

                  9.19 Limitation on Individual Enforcement. Each Lender agrees
that it shall not take or institute any action or proceeding, judicial or
otherwise, for any right or remedy against the Borrower or any other Loan Party
under the Loan Documents (including the exercise of any right of setoff, rights
on account of any bankers lien or similar claim or other rights of self-help),
or institute any action or proceeding, or otherwise commence any remedial
procedure, with respect to any Collateral, without the prior written consent of
the Co-Administrative Agents and the Required Lenders. The provisions of this
Section (i) are for the sole benefit of the Lenders and shall not afford any
right to, or constitute a defense available to, any Loan Party and (ii) shall
not extend to any individual Lender enforcement (or other) rights not otherwise
available to an individual Lender under the Loan Documents.
<PAGE>
                                                                              65


                  9.20 Restatement of Existing Facility. The Loans are intended
as a renewal and extension of the outstanding principal amount under the
Existing Facility to the extent thereof. The parties hereto (including the
Co-Administrative Agents, in their respective capacities as lenders and
administrative agent under the Existing Facility) agree that, on the Closing
Date and subject to satisfaction of the conditions specified in Section 3.1
hereof, (i) the Co-Administrative Agents, in their respective capacities as
lenders under the Existing Facility, hereby assign to the Lenders all of their
right, title and interest under the Existing Facility, (ii) the proceeds of the
Loans shall be applied on the Closing Date to the payment of all amounts owed by
the Borrower under the Existing Facility, (iii) the Indebtedness thereunder
shall be deemed to be renewed hereunder with the effect that such Indebtedness
shall be deemed not to have been repaid, but shall remain outstanding hereunder
as Loans and (iv) the Existing Facility shall be amended and restated in its
entirety to read as set forth herein.
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                         VIVENDI UNIVERSAL ENTERTAINMENT LLLP

                                         By: /s/ Karen Randall
                                             -----------------------------------
                                             Name:  Karen Randall
                                             Title: Executive Vice President and
                                                    General Counsel
<PAGE>
                                         CO-ADMINISTRATIVE AGENTS:

                                         BANK OF AMERICA, N.A.


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




                                         JPMORGAN CHASE BANK

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



                                 LOAN AGREEMENT
<PAGE>
                                         CO-ADMINISTRATIVE AGENTS:

                                         BANK OF AMERICA, N.A.


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




                                         JPMORGAN CHASE BANK

                                         By: /s/ Bruce Borden
                                             -----------------------------------
                                             Name:  BRUCE BORDEN
                                             Title: VICE PRESIDENT





                                 LOAN AGREEMENT

<PAGE>
                                         SYNDICATION AGENT:

                                         BARCLAYS BANK PLC

                                         By: /s/ Nicholas A. Bell
                                             -----------------------------------
                                             Name:  NICHOLAS A. BELL
                                             Title: DIRECTOR
                                                    LOAN TRANSACTION MANAGEMENT





                                 LOAN AGREEMENT


<PAGE>
                                         COLLATERAL AGENT:

                                         JPMORGAN CHASE BANK

                                         By: /s/ Bruce Borden
                                             -----------------------------------
                                             Name:  BRUCE BORDEN
                                             Title: VICE PRESIDENT







                                 LOAN AGREEMENT

<PAGE>
                                         PAYING AGENT:

                                         JPMORGAN CHASE BANK

                                         By: /s/ Bruce Borden
                                             -----------------------------------
                                             Name:  BRUCE BORDEN
                                             Title: VICE PRESIDENT






                                 LOAN AGREEMENT