Promissory Note between Universal City Development Partners, Ltd. and NBCUnivers



 EXHIBIT 4.1 
 Promissory Note 
  

					
	$600,000,000	 		 	Dated: July 1, 2011

 For value received, the undersigned, Universal City Development Partners, LTD (“Borrower”),
hereby promises to pay to the order of NBCUniversal Media, LLC, a Delaware limited liability company (“Lender”) or Lender’s assignee, at Lender’s offices or at such other place as may be designated in writing, the principal sum
of $600,000,000 in lawful money of the United States of America, together with interest thereon computed from the date of this Promissory Note (the “Note”) at the rate set forth below. The information on Lender’s or its
assignee’s books and records regarding amounts outstanding hereunder shall be conclusive in the absence of manifest error. The unpaid principal balance together with all accrued interest on this Note shall be paid in full in no event later than
July 1, 2016. 
 Commencing on the date hereof the unpaid principal amount under the Note shall accrue interest calculated
quarterly at a variable rate of LIBOR plus 2.50%. “LIBOR” is the three month London Interbank Offered Rate reported two days prior to the beginning of the interest period (or, if not so published for such day, for the first subsequent day
for which such rate is so published), in The Wall Street Journal (Eastern Edition), in its general guide to Money Rates, or Bloomberg, as the British Bankers’ Association average of interbank offered rates for dollar deposits in the
London Market based on quotations at sixteen (16) major banks, rounded to the nearest one-eighth percent of one percentage point (0.125%). The LIBOR rate shall be effective for the entire three month interest period. Interest shall be
calculated on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days and shall be payable quarterly on the last business day of each interest period and at maturity. Any accrued but unpaid interest balances
shall be added to the unpaid principal balance of this Note on a monthly basis and thereafter such accrued but unpaid interest shall be charged interest consistent with unpaid principal. 

Borrower may prepay all or a portion of the unpaid principal or interest of this Note at any time or from time to time without penalty or
premium. 
 Any notices, payments and/or communications required or permitted hereunder shall be in writing and shall be deemed
to have been given if delivered personally or if mailed by certified or registered mail, return receipt requested, postage prepaid (and shall be deemed delivered on the date offered for delivery by the postal service whether or not accepted) or by
overnight courier service guaranteeing delivery within twenty-four hours (and shall be deemed delivered on the date offered for delivery by such service whether or not accepted) as follows: 








			
	If to Borrower:	  	 Universal City Development Partners, LTD
 1000 Universal Studios Plaza
 Orlando, FL 32819

Attention: General Counsel
 Facsimile: (407)
363-8219

		
	If to Lender:	  	 NBCUniversal Media, LLC
 30
Rockefeller Plaza
 New York, NY 10012

Attention: General Counsel
 Facsimile: (212)
664-2147


 The address for the purpose of mailing any notices, payments and/or communications hereunder may be
changed by similar notice given in the manner herein provided. 
 Borrower waives presentment for payment, demand, notice of
non-payment, notice of protest and protest of this Note and all other notices in connection with the delivery, acceptance, performance, default, dishonor or enforcement of the payment of this Note. 

The words “Lender” and “Borrower” whenever occurring herein shall be deemed and construed to include the successors,
assigns and participants of Lender, and the successors and assigns of Borrower. This Note shall be construed according to and governed by the laws of the Commonwealth of Pennsylvania. 

[signature page follows] 

  
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 IN WITNESS WHEREOF, Borrower and Lender have executed and delivered this Note on the date
set forth above. 
  

			
	BORROWER:
	
	UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD
		
	By:	 	/s/ Tracey Stockwell
	Name:	 	Tracey Stockwell
	Title:	 	Chief Financial Officer
	
	LENDER:
	
	NBCUNIVERSAL MEDIA, LLC
		
	By:	 	/s/ William E. Dordelman
	Name:	 	William E. Dordelman
	Title:	 	Senior Vice President



  
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