S-4/A

As filed with the Securities and Exchange Commission on November 19, 2003
Registration No. (333-108661 )

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
UCDP FINANCE, INC.

(Exact name of Registrants as specified in its charter)

Florida					7900				59-3128514
Florida					9995				42-1581381
(State or other jurisdiction of incorporation or organization)				(Primary Standard Industrial  Classification Code Number)				(I.R.S. Employer Identification No.)

1000 Universal Studios Plaza
Orlando, FL 32819-7610
(407) 363-8000

(Address, including zip code, and telephone number, including
area code, of Registrants' principal executive offices)

Michael J. Short

Executive Vice President and
Chief Financial Officer
Universal Orlando
1000 Universal Studios Plaza
Orlando, FL 32819-7610

(Name, address, including zip code, and telephone number, including
area code, of agent for service for Registrants)

Copies To:

Catherine A. Roth Vice President of Legal Affairs Universal Orlando 1000 Universal Studios Plaza Orlando, FL 32819-7610 (407) 363-8242				Thomas R. Brome Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective time of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered				Amount to be Registered				Proposed Maximum Offering Price Per Unit(1)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
11¾% Senior Notes due 2010				$	500,000,000				100	%		$	500,000,000			$	40,450	(2)

(1)	Estimated solely for purposes of determining the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933.

(2)	Previously paid by the Registrants in connection with the initial filing of this Registration Statement.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Prospectus	Subject to completion, dated                 , 2003

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. UCDP FINANCE, INC.

Offer to Exchange
Up to $500,000,000 Principal Amount Outstanding of
11¾% Senior Notes due 2010
for
a Like Principal Amount of
11¾% Senior Notes due 2010
which have been registered under the Securities Act of 1933

We are offering to exchange registered 11¾% Senior Notes due 2010, or the "exchange notes," for our outstanding unregistered 11¾% Senior Notes due 2010, or the "original notes." We sometimes refer to the original notes and the exchange notes in this prospectus together as the "notes." Universal City Development Partners, Ltd. and UCDP Finance, Inc. are co-issuers of the original notes and the exchange notes. The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes are registered under the Securities Act of 1933, or the Securities Act, and the transfer restrictions and registration rights and related additional interest provisions applicable to the original notes do not apply to the exchange notes. The original notes will be exchanged for the exchange notes in integral multiples of $1,000 principal amount. This offer will expire at 5:00 p.m., New York City time, on             , 2003, unless we extend it. The exchange notes will not trade on any established exchange.

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended and supplemented, available to any broker-dealer for use in connection with any such resale starting on the Expiration Date (as defined herein) and ending not less than 180 days after the Expiration Date. See "Plan of Distribution."

See "Risk Factors" beginning on page 15 for a discussion of material risks that you should consider in connection with this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in this exchange offer or passed upon the adequacy of accuracy of this prospectus. Any representation to the contrary is a criminal offense.

                        , 2003

TABLE OF CONTENTS

				Page
Summary					1
Risk Factors					15
Forward-Looking Statements					23
Use of Proceeds					24
Capitalization					25
Selected Historical Financial Data					26
Management's Discussion and Analysis of Financial Condition and Results of Operations					29
Industry Overview					39
Business					41
Management					55
Certain Relationships and Related Party Transactions					61
Description of Our Partnership Agreement					66
Description of Other Debt					70
The Exchange Offer					73
Description of Exchange Notes					80
Description of Book-Entry System					118
Certain U.S. Federal Income Tax Consequences					120
Plan of Distribution					120
Legal Matters					121
Experts					121
Available Information					121
Index to Consolidated Financial Statements					F-1

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Summary

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it may not contain all of the information important to you or that you should consider. For a more complete understanding of the exchange offer and our business, we encourage you to read this prospectus in its entirety. You should read the following summary together with the more detailed information, including "Risk Factors" and consolidated financial statements and the notes to those statements, included elsewhere in this prospectus. In this prospectus, the term "Financing Transactions" means, collectively, the transactions consummated by us on March 28, 2003, including the offering of the original notes, the establishment of our new revolving credit facility and the repayment of certain of our outstanding indebtedness with the proceeds from the offering of the original notes. Certain defined terms used in this prospectus are set forth in the section of this Summary entitled "Certain Definitions."

Business

Overview

We own and operate two theme parks, Universal Studios Florida and Islands of Adventure, and CityWalk, a dining, retail and entertainment complex, at Universal Orlando Resort in Orlando, Florida. Universal Orlando Resort also includes three themed hotels, The Portofino Bay Hotel, The Hard Rock Hotel and The Royal Pacific Resort, which are located within walking distance of our theme parks and CityWalk. These hotels are owned by UCF Hotel Venture, in which Vivendi Universal Entertainment has an indirect minority interest. Our theme parks combine well-known movie, TV, comic and story book characters with exciting, technologically advanced rides and attractions. We have made significant investments in our facilities in recent years with expenditures in excess of $2.2 billion for our expansion, including the construction of Islands of Adventure, CityWalk and related resort infrastructure. In addition, in excess of $580.0 million has been invested in the development of the three on-site resort hotels by UCF Hotel Venture. For the year ended December 28, 2002, we had paid attendance of 10.4 million and revenues of $677.6 million. For the nine-month period ended September 27, 2003, we had paid attendance of 8.3 million and revenues of $548.7 million.

The four principal areas that make up Universal Orlando Resort are:

• Universal Studios Florida. Universal Studios Florida is a movie-based theme park designed to allow guests to become a part of their favorite movies. Universal Studios Florida features a total of 17 rides, shows and attractions (and a new ride scheduled to open in early 2004) along with facades of famous film locations. Some of our most popular rides and shows include Jaws^®, Back To The Future The Ride^®, Men In Black^TM Alien Attack^TM, Twister...Ride It Out^®, E.T. Adventure^®, Beetlejuice's Graveyard Revue, Terminator 2: 3D Battle Across Time^TM and Shrek 4-D^TM. Universal Studios Florida is also a working motion picture/TV studio, which we believe is the largest facility of its kind in the United States outside of Hollywood, California. Universal Studios Florida opened in 1990.

• Islands of Adventure. Islands of Adventure opened in 1999 and has already been recognized by U.S. News & World Report as "America's hottest new theme park." At Islands of Adventure, guests take a journey through five distinct and individually themed islands: Seuss Landing, The Lost Continent^®, Toon Lagoon^®, Jurassic Park^® and Marvel Super Hero Island^®. With 16 rides, shows and attractions, we believe Islands of Adventure combines advanced technology and innovative ride design with well-known characters to provide guests with exciting entertainment experiences. Some of our most popular rides and attractions include The Amazing Adventures of Spider-Man^® and The Incredible Hulk Coaster^®.

• CityWalk. CityWalk is a diverse collection of restaurants, retail outlets and nightclubs and includes a 20 screen cineplex. CityWalk's 31 venues are located between the entrances to Universal Studios Florida and Islands of Adventure. We own and operate 12 of these facilities and lease 19 to third party and affiliated entities (four of which we operate). We

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also have an ownership interest in four of the entities that lease land or facilities from us at CityWalk. CityWalk's facilities include NASCAR Café^® Emeril's^® Restaurant Orlando, Universal Cineplex and Jimmy Buffett's^® Margaritaville^®. CityWalk was opened in 1999 in conjunction with the opening of Islands of Adventure.

• Hotels. Universal Orlando Resort also includes three on-site themed hotels. These hotels are owned by UCF Hotel Venture, a joint venture indirectly owned 50% by Loews Hotel Holding Corp., 25% by Vivendi Universal Entertainment and 25% by Rank America, Inc. The hotels, The Portofino Bay Hotel (opened in 1999), The Hard Rock Hotel (opened in 2001) and the Royal Pacific Resort (opened in 2002), have a total of 2,400 rooms and more than 130,000 square feet of meeting space. All three hotels are within walking distance of our two theme parks and CityWalk. Hotel guests enjoy express access privileges to designated rides and attractions at our theme parks and preferred seating at certain restaurants in the parks and at CityWalk. We own the land on which these hotels are located and are responsible for sales, marketing and promotional activities.

During the year ended December 28, 2002 and the nine months ended September 27, 2003, we incurred a net loss of $51.8 million and $32.6 million, respectively. In addition, during the year ended
December 28, 2002 and nine months ended September 27, 2003, we generated net cash provided by operating activities of $94.0 million and $162.7 million, respectively. On March 28, 2003, we issued $500.0 million in original notes (which were issued at a discount of $5.8 million) and amended our senior credit agreement with JPMorgan Chase Bank and the other banks party thereto. In connection with these transactions, we prepaid approximately $422.8 million of indebtedness outstanding under our senior credit agreement and our revolving credit facilities.

Competitive Strengths

World-class entertainment resort. We believe that we offer our guests an outstanding resort and entertainment experience with two distinct theme parks featuring live shows and technologically advanced rides and attractions. Many of our rides, such as The Amazing Adventures of Spider-Man^®, named "Best Dark Ride" by Amusement Today in 2001 and "Best Attraction" in 2000 by the Theme Park Association of America, employ a combination of motion simulation and theatrical production techniques to create exciting experiences for our guests. Our live shows, such as the Eighth Voyage of Sindbad^® and Beetlejuice's Graveyard Revue^TM, feature exciting stunts and special effects. The resort experience is enhanced by the convenience of on-site hotel accommodations and CityWalk's restaurants, stores and other amenities. We focus on guest hospitality and providing clean and well-maintained facilities with compelling food and merchandise offerings. We believe that our increase in market share of Orlando theme park attendance from 17% in 1997 to 23% in 2002 evidences the growing popularity of Universal Orlando Resort.

Orlando, Florida location. Our theme parks are located in Orlando, Florida, which has seven major theme parks and the largest annual theme park attendance in the United States. According to industry research, Orlando is the number one domestic family vacation destination and second overall vacation destination in the continental United States. Theme park attendance in Orlando has grown rapidly since 1990 from 33.8 million to an estimated 55.6 million in 2002 for a compound annual growth rate of 4.2%. This growth was driven by healthy economic conditions, industry wide marketing activities, the introduction of new theme parks and attractions and expansion of Orlando's infrastructure.

Globally recognizable brands. We have licenses to use the Universal name and other globally recognized movie, TV, comic and story book characters such as Spider-Man^®, The Incredible Hulk^®, Shrek^®, Jaws^® and characters from Dr. Seuss. We believe our collection of characters, brands and themes and our well-established legacy with feature-film production and Hollywood provide us with a highly effective means of attracting consumers to our theme parks.

Capital investment. Since 1990, we have invested approximately $3.3 billion in our theme parks and resort infrastructure of which $2.2 billion was invested in connection with the opening of Islands of Adventure, CityWalk and related resort infrastructure. In addition, UCF Hotel Venture has

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invested over $580.0 million in its three on-site hotels. We believe that this capital investment has created a world-class theme park vacation destination with some of the most exciting and technologically advanced rides and attractions for our guests.

Experienced management team. We have assembled an experienced senior management team. Robert Gault, our President and Chief Executive Officer, has 39 years of theme park experience, including 10 years with Vivendi Universal Entertainment and its affiliates. Thomas Williams, Chairman and Chief Executive Officer of Universal Parks & Resorts, a division of Vivendi Universal Entertainment, has a substantial role in the oversight and strategic direction of Universal Orlando and was formerly our President and Chief Operating Officer. Mr. Williams is based in Orlando and has 33 years experience in the hospitality and leisure industries. Our senior management team has an average of 20 years experience and leadership in the theme park industry and we believe that our current management team's experience will help us to continue to grow our business.

The Financing Transactions

On March 28, 2003, we consummated the following financing transactions (which we refer to collectively throughout this prospectus as the "Financing Transactions"):

• the issuance of the original notes in an aggregate principal amount of $500.0 million (net of a $5.8 million discount);

• the amendment of our senior credit agreement and the simultaneous repayment of $372.8 million of indebtedness outstanding thereunder;

• the establishment of an additional revolving credit facility providing us with aggregate borrowing availability of up to $50.0 million; and

• the cancelation of and repayment in full of all outstanding indebtedness (equalling an aggregate of $50.0 million) under our revolving credit facilities with Fleet and Wachovia.

We funded the repayment of indebtedness under our senior credit agreement and the repayment of the Fleet and Wachovia revolving credit facilities described above with the proceeds we received from the issuance of the original notes.

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Ownership Structure

The following chart sets forth our ownership structure:

(1) Represents an indirect ownership interest held through intermediate holding companies.

(2) Vivendi Universal, S.A. indirectly owns approximately 92% of Universal Studios, Inc. which indirectly owns approximately 81% of Vivendi Universal Entertainment. Universal Parks & Resorts is a division of Vivendi Universal Entertainment.

(3) Blackstone refers collectively to 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., as partners in Universal City Florida Holding Co. I and Universal City Florida Holding Co. II.

(4) Universal City Florida Holding Co. II has no material assets other than its ownership interest in us and Universal Parks & Resorts Vacations and is not a guarantor of the notes.

In January 1987, Universal City Florida Partners, or "UCFP," a Florida general partnership, was formed to develop, operate and own Universal Studios Florida. In June 1992, Universal City Development Partners, a Florida general partnership, was formed for the purpose of developing and operating Islands of Adventure and CityWalk, which were completed and opened to the public in June 1999. In January 2000, Universal City Development Partners converted into a Delaware limited partnership and changed its name to Universal City Development Partners, LP, or "UCDP-DEL," and UCFP was merged with and into UCDP-DEL. In June 2002, UCDP-DEL was merged with and into a newly formed Florida limited partnership. UCDP is the surviving entity of that merger. For a detailed description of our partnership agreement, please see "Description of Our Partnership Agreement."

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UCDP Finance is a newly formed Florida corporation incorporated for the sole purpose of serving as co-issuer of the original notes and the exchange notes.

Universal City Florida Holding Co. II

Universal City Florida Holding Co. II is our general partner. Our general partner has no material assets other than its ownership interests in us and Universal Parks & Resorts Vacations and does not conduct any business other than the business associated with such ownership interests. Universal City Florida Holding Co. II is not a guarantor of the original notes or the exchange notes. Therefore, we have not included financial statements of Universal City Florida Holding Co. II in this prospectus.

The Blackstone Group L.P.

The Blackstone Group L.P. is a leading investment and advisory firm based in New York and founded in 1985 by Peter G. Peterson and Stephen A. Schwarzman. The Blackstone Group L.P.'s main businesses include private equity investments, merger and acquisition advisory services, restructuring advisory services, real estate investing and asset management. The Blackstone Group L.P. manages the largest private equity fund ever raised, a $6.5 billion fund raised in 2002. Since it began private equity investing in 1987, The Blackstone Group L.P. has raised more than $14.0 billion in five funds and has invested in over 60 companies.

Vivendi Universal Entertainment LLLP

Vivendi Universal Entertainment LLLP is a diversified international entertainment company engaged in production and distribution of theatrical, television and home video products; operation of theme parks around the world; merchandising of a wide variety of entertainment-related consumer products; and retailing. Vivendi Universal Entertainment LLLP is the U.S.-based film, television and recreation entity of Vivendi Universal, S.A., a global media and communications company. Vivendi Universal, S.A., indirectly owns approximately 92% of Universal Studios, Inc. which indirectly owns approximately 81% of Vivendi Universal Entertainment LLLP.

Recent Developments

On October 8, 2003, Vivendi Universal S.A. ("Vivendi"), Universal Studios Holding III Corp., General Electric Company ("GE"), National Broadcasting Holding, Inc. and National Broadcasting Company, Inc. ("NBC") signed a definitive agreement pursuant to which Vivendi has agreed to contribute ownership interests in Universal Studios, Inc. and in certain non-U.S. affiliates of Universal Studios, Inc. (excluding, in each case, assets and businesses related to the music and videogames businesses and certain other assets) to a subsidiary of NBC. The transaction is subject to regulatory approval in a number of jurisdictions (including the United States and the European Union) and is not expected to close prior to the first quarter of 2004.

As currently contemplated, this transaction will not trigger our obligation to offer to repurchase the notes described under "Description of Exchange Notes — Change of Control" nor would it trigger our prepayment obligations under our senior credit agreement. NBC has not provided us with, nor are the Registrants aware of any public statements by NBC regarding, any definitive plan for the sale of the interests in the various Universal Studios theme parks (including the interests in our partnership), although it may solicit such opportunities in the future and/or explore opportunities as they arise. A divestiture by NBC or its subsidiaries of its interests in the various Universal Studios theme parks would not trigger our obligation to offer to repurchase the notes described under "Description of Exchange Notes — Change of Control" so long as Blackstone were to maintain at least its current level of ownership in us. However, such a divestiture may trigger certain of our prepayment obligations under our senior credit agreement.

Universal City Development Partners, Ltd. is a Florida limited partnership. UCDP Finance, Inc. is a wholly owned subsidiary of Universal City Development Partners, Ltd. which was incorporated in

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Florida for the sole purpose of serving as a co-issuer of the original notes and the exchange notes. UCDP Finance, Inc. does not have any operations, assets or liabilities of any kind (other than liabilities relating to the notes) and will not have any revenues. Prospective investors in the notes should not expect UCDP Finance, Inc. to have the ability to service the interest and principal obligations on the notes. Our principal executive offices are located at 1000 Universal Studios Plaza, Orlando, FL 32819-7610 and our telephone number at that address is (407) 363-8000.

Certain Definitions

In this prospectus, unless the context otherwise requires: "Universal Orlando", "UCDP", "we", "our" or "us" refers to Universal City Development Partners, Ltd., a co-issuer of the notes; "Universal Orlando Resort" refers to the resort in Orlando, Florida, which includes our two theme parks, Universal Studios Florida and Islands of Adventure, CityWalk and the three themed hotels owned by UCF Hotel Venture (in which Vivendi Universal Entertainment has an indirect minority interest): The Portofino Bay Hotel, a Loews Hotel (or "The Portofino Bay Hotel"), The Hard Rock Hotel® (or "The Hard Rock Hotel") and The Royal Pacific Resort, a Loews Hotel (or "The Royal Pacific Resort"); "UCDP Finance" refers to UCDP Finance, Inc., our wholly owned subsidiary and a co-issuer of the notes; "Holding I" refers to Universal City Florida Holding Co. I, our limited partner; "Holding II" refers to Universal City Florida Holding Co. II, our general partner; "Universal CPM" refers to Universal City Property Management II LLC, one of the partners in our general partner and our limited partner; "Universal Parks & Resorts" refers to a division of Vivendi Universal Entertainment; "Universal Studios, Inc." is the indirect parent of Vivendi Universal Entertainment; "Universal Parks & Resorts Vacations" refers to our subsidiary Universal City Travel Partners d/b/a Universal Parks & Resorts Vacations; "Vivendi Universal Entertainment" refers to Vivendi Universal Entertainment LLLP, the parent company of Universal CPM and our manager; "Blackstone" refers collectively to 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., the remaining partners in our general and limited partners; and "initial purchasers" refers to J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, Scotia Capital (USA) Inc. and Wachovia Securities, Inc. in their capacity as initial purchasers of the original notes.

The notes are obligations solely of UCDP and UCDP Finance. The notes are not issued or guaranteed by, and are not otherwise an obligation of, any of Universal Studios, Inc., Vivendi Universal Entertainment, Universal CPM, UCF Hotel Venture, Blackstone or their affiliates.

Trademarks and Copyrights

Universal Studios Florida, Universal Studios, Universal Orlando, TWISTER . . . Ride It Out, Earthquake — The Big One, E.T. Adventure, JAWS, CityWalk and CityJazz are registered trademarks of Universal Studios. Islands of Adventure, Bob Marley-A Tribute to Freedom, the groove, A Vacation from the Ordinary, The Flying Unicorn and Revenge of the Mummy are service marks of Universal Studios. The Amazing Adventures of Spider-Man, Spider-Man, The Incredible Hulk Coaster, Hulk, Marvel Super Hero Island and Marvel Super Hero character names and likenesses are trademarks and copyrights 2003 of Marvel and copyrights 2003 Universal Studios. Barney and A Day in the Park with Barney are copyrights 2003 of Lyons Partnership, L.P. The names and characters Barney, Baby Bop and BJ are trademarks of Lyons Partnership, L.P. Barney and BJ are Reg. U.S. Pat. & Tm. Off. Back to the Future and Back To The Future The Ride are registered trademarks and copyrights 2003 of Universal Studios/U-Drive J.V. Jurassic Park is a registered trademark of Universal Studios/Amblin. Dudley Do-Right's Ripsaw Falls is a trademark and copyright of Ward Prods. Popeye & Bluto's Bilge Rat Barges and all Popeye characters are trademarks and copyrights 2003 of KFS, Inc. and trademarks of Hearst Holdings, Inc. Dr. Seuss properties are trademarks and copyrights of Dr. Seuss Enterprises, L.P. Terminator 2: 3D Battle Across Time is a registered trademark of Studio Canal Image S.A. Men In Black and Alien Attack are trademarks and copyrights 2003 of Columbia Pictures Industries, Inc. Beetlejuice and Beetlejuice's Graveyard Revue

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are trademarks and copyrights 2003 of The Geffen Film Company and Universal Studios. Animal Planet and Animal Planet Live! are registered trademarks of Discovery Communications, Inc. and copyrights 2003 of Discovery Communications, Inc. Nickelodeon and Nickelodeon Studios are copyrights 2003 of Viacom International Inc. Jimmy Neutron's Nicktoon Blast is a trademark of Viacom International Inc. and copyright 2003 of Universal Studios. Woody Woodpecker's KidZone and Woody Woodpecker's Nuthouse Coaster are registered trademarks of Walter Lantz. Hard Rock Hotel, Hard Rock Cafe, Hard Rock Live are registered trademarks of Hard Rock Cafe International (USA), Inc. Pat O'Brien's is a registered trademark of Pat O'Brien's Bar, Inc. and a copyright 2003 of Pat O'Brien's Bar, Inc. Emeril's is the registered trademark of Emeril Lagasse. Jimmy Buffett's Margaritaville is the registered trademark of Jimmy Buffett. Latin Quarter is the registered trademark of Latin Quarter Entertainment, Inc. MOTOWN is the registered trademark of Motown Record Company, L.P. NASCAR Cafe is the registered trademark of National Association for Stock Car Auto Racing, Inc. Cinnabon is the registered trademark of Cinnabon, Inc. Shrek is the registered trademark of and Shrek 4-D is the trademark and copyright of DreamWorks LLC. Starbucks is a registered trademark of Starbucks US Brands Corporation. Dapy and Glow! are the registered trademarks of Spencer Gifts, Inc. Fossil is the registered trademark of Fossil, Inc. Fresh Produce is the registered trademark of Fresh Produce, Inc. Quiet Flight is the registered trademark of Quiet Flight Surf Shop, Inc. Oakley is the registered trademark of Oakley, Inc. No Fear is the registered trademark of No Fear, Inc. Walt Disney World, The Magic Kingdom, EPCOT, Disney-MGM Studios and Disney's Animal Kingdom are registered trademarks and service marks of Disney Enterprises, Inc. Wet n Wild is the registered trademark of Wet n Wild, Inc. SeaWorld and Discovery Cove are registered trademarks of SeaWorld Inc. Busch Gardens is a registered trademark of Anheuser-Busch Inc. The Endangered Species Store is the registered trademark of Kupono Investment, Inc. NBA City is the registered trademark of NBA Properties, Inc.

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    The Exchange Offer

You should consider carefully all the information set forth in this prospectus and, in particular, should evaluate the specific factors under the section "Risk Factors" prior to making any decision concerning the exchange offer. The following summary contains basic information about the exchange offer and is not intended to be complete. For a more complete understanding of the exchange offer, please refer to the section in this prospectus entitled "The Exchange Offer."

Background		On March 28, 2003, we completed a private placement of the original notes. In connection with that private placement, we entered into a registration rights agreement in which we agreed, among other things, to complete an exchange offer.

The Exchange Offer		We are offering to exchange our exchange notes which have been registered under the Securities Act of 1933 for a like principal amount of our outstanding, unregistered original notes. Original notes may be tendered in integral multiples of $1,000 principal amount.

		As of the date of this prospectus, $500.0 million in aggregate principal amount of our original notes is outstanding.

Resale of Exchange Notes		We believe the exchange notes issued pursuant to the exchange offer in exchange for the original notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• you are acquiring the exchange notes in the ordinary course of your business;

• you have not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

• you are not our affiliate as defined in Rule 405 of the Securities Act.

		Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for original notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."

Consequences of Failure to     Exchange		Original notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the original notes unless:

• pursuant to an exemption from the requirements of the Securities Act; or

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• the original notes are registered under the Securities Act.

		After the exchange offer is closed, we will no longer have an obligation to register the original notes, except for some limited circumstances. See "Risk Factors — If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid."

Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2003, unless we decide to extend the exchange offer, in which case the term "Expiration Date" shall mean the latest date and time to which the exchange offer is extended.

Conditions to the Exchange Offer		We will not be required to consummate the exchange offer and will be entitled to terminate the exchange offer if prior to the expiration date:

• any law, statute, rule or regulation is proposed, adopted or enacted which, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer; or

• any governmental approval has not been obtained, which approval we, in our reasonable judgment, consider necessary for the completion of the exchange offer as contemplated this prospectus.

Special Procedures for Beneficial     Holders		If you beneficially own original notes which are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender in the exchange offer, you should contact such registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your original notes, either arrange to have the original notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable amount of time.

Withdrawal Rights		You may withdraw your tender of original notes at any time before the exchange offer expires.

Federal Income Tax Consequences		The exchange of your original notes for exchange notes should not be a taxable event for U.S. Federal income tax purposes.

Use of Proceeds		We will not receive any proceeds from the exchange or the issuance of exchange notes in connection with the exchange offer.

Exchange Agent		The Bank of New York is serving as the exchange agent in connection with the exchange offer.

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Terms of the Exchange Notes

The form and terms of the exchange notes to be issued in the exchange offer are the same as the form and terms of the original notes except that the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer and will not be entitled to any other exchange or registration rights.

Issuers		Universal City Development Partners, Ltd., a Florida limited partnership, and UCDP Finance, Inc., a Florida corporation.

Securities Offered		$500.0 million aggregate principal amount of 11¾% Senior Notes due 2010.

Maturity		April 1, 2010.

Interest Payment Dates		April 1 and October 1 of each year, commencing on October 1, 2003.

Optional Redemption		We may redeem some or all of the exchange notes at any time on or after April 1, 2007. We may also redeem up to 35% of the aggregate principal amount of the exchange notes using the proceeds from certain public equity offerings completed before April 1, 2006. The redemption prices and other aspects of the optional redemption provisions are described under "Description of Exchange Notes — Optional Redemption."

Change of Control		If we experience specific kinds of changes of control or we sell assets under certain circumstances, we will be required to make an offer to purchase the exchange notes at the prices listed in "Description of Exchange Notes — Change of Control." We may not have sufficient funds available at the time of any change of control to effect the purchase.

Ranking		The exchange notes will be senior unsecured obligations and will rank equally with all of our existing and future unsecured senior debt and senior to all of our existing and future senior subordinated and subordinated debt. The exchange notes will be effectively subordinated to all of our existing and future secured obligations, including our secured debt under our senior credit agreement, to the extent of the value of the assets securing such obligations. The indebtedness under the exchange notes will not be guaranteed by any of our partners, affiliates or by any other third party.

Material Covenants		The indenture restricts our ability and the ability of our restricted subsidiaries to:

• make certain distributions, investments and other restricted payments;

• incur additional debt or issue preferred stock;

• create certain liens;

• pay dividends and repurchase capital stock;

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• merge, consolidate or sell substantially all of our assets;

• enter into transactions with affiliates; and

• enter into agreements that restrict dividends from subsidiaries

		The indenture also requires each of our future wholly-owned domestic restricted subsidiaries that guarantees certain other indebtedness to guarantee the exchange notes.

		These covenants are subject to important qualifications, which are described under the heading "Description of Exchange Notes — Material Covenants."

No Public Market		There is no public trading market for the exchange notes and we do not intend to apply for listing of the exchange notes on any national securities exchange or for quotation of the exchange notes on any automated dealer quotation system.

Use of Proceeds		We will not receive any cash proceeds upon the completion of the exchange offer.

Risk Factors

Investing in the exchange notes involves substantial risk. You should carefully consider all the information in this prospectus prior to determining whether to participate in the exchange offer. In particular, we urge you to consider carefully the factors set forth under the heading "Risk Factors" beginning immediately after this "Summary." In addition to those risks described in the "Risk Factors" section, our ability to execute our strategies described in this "Summary" and elsewhere in this prospectus is subject to certain risks that are generally associated with being an operator of theme parks.

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Summary Historical Financial Data

The following table sets forth certain of our historical financial and other operational data. The summary historical financial data for the nine months ended September 27, 2003 and September 28, 2002 have been derived from our unaudited consolidated financial statements, which have been prepared on a basis consistent with our annual consolidated financial statements. The summary historical financial data as of and for the years ended December 28, 2002, December 29, 2001 and December 30, 2000, have been derived from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. The summary historical financial data as of and for the six month period ended January 1, 2000 and as of and for the fiscal years ended July 3, 1999 and June 27, 1998 have been derived from consolidated financial statements of Universal City Florida Partners, a predecessor partnership to us, which owned and operated Universal Studios Florida. These consolidated financial statements include all adjustments which we consider necessary for a fair presentation of the financial position and results of operations for these periods. You should read the summary consolidated financial data set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 28, 2002 (Unaudited)				September 27, 2003 (Unaudited)
Statement of operations data:
Operating revenues:
Theme park passes				$	222,059			$	239,461			$	106,070			$	410,361			$	377,292			$	366,076			$	286,682			$	293,446
Theme park food and beverage					64,047				66,457				27,185				104,167				93,106				94,871				76,291				76,388
Theme park merchandise					54,669				52,991				21,142				82,282				78,052				82,910				66,449				63,777
Other(3)					33,485				35,709				30,018				132,466				126,818				133,762				103,232				115,136
Total operating revenues					374,260				394,618				184,415				729,276				675,268				677,619				532,654				548,747
Costs and operating expenses:
Theme park operations					80,911				81,533				41,497				149,000				145,411				152,002				115,575				113,307
Theme park selling, general and administrative					58,660				60,384				44,816				152,738				136,316				132,655				104,140				100,483
Theme park cost of products sold					63,576				63,777				26,894				100,589				90,795				94,375				74,563				71,072
Special fee payable to Vivendi Universal Entertainment and consultant fee					27,711				29,147				13,780				49,329				43,977				44,075				34,651				35,805
Depreciation and amortization					54,799				59,045				32,755				156,764				146,588				136,631				104,649				99,712
Other					10,148				11,920				5,778				76,956				84,701				76,973				63,417				74,448
Total costs and operating expenses					295,805				305,806				165,520				685,376				647,788				636,711				496,995				494,827
Operating income (loss)					78,455				88,812				18,895				43,900				27,480				40,908				35,659				53,920
Other (expense) income:
Interest expense					(17,121	)			(18,611	)			(14,903	)			(136,305	)			(116,628	)			(93,596	)			(71,791	)			(86,035	)
Interest income					286				306				61				1,220				1,079				1,446				1,410				552
Change in fair value of interest-rate swaps					—				—				—				—				—				(2,075	)			—				(2,711	)
Other					10,700				15,997				—				(118	)			—				—				—				—
(Loss) income from joint venture					(946	)			(274	)			(277	)			817				767				1,565				1,472				1,654
Total other expense					(7,081	)			(2,582	)			(15,119	)			(134,386	)			(114,782	)			(92,660	)			(68,909	)			(86,540	)
Net income (loss)				$	71,374			$	86,230			$	3,776			$	(90,486	)		$	(87,302	)		$	(51,752	)		$	(33,250	)		$	(32,620	)

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				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 27, 2003 (Unaudited)
Balance sheet data (at period end):
Cash and cash equivalents				$	1,419			$	7,049			$	1,721			$	18,323			$	71,192			$	12,265			$	150,029
Total assets					628,913				690,636				615,675				2,439,899				2,367,957				2,198,457				2,257,527
Deferred special fee payable to Vivendi Universal Entertainment					—				—				—				35,907				68,554				101,904				129,231
Total debt					263,000				283,000				296,188				1,347,710				1,343,854				1,169,243				1,175,231
Partners' equity					261,518				252,148				238,324				868,426				758,705				759,294				732,924

				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands, except other operational data)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 28, 2002 (Unaudited)				September 27, 2003 (Unaudited)
Other data:
EBITDA(4)				$	143,008			$	163,580			$	51,373			$	201,363			$	174,835			$	179,104			$	141,780			$	155,286
Net cash provided by operating activities					116,879				144,176				32,595				68,910				95,293				93,972				103,144				162,712
Net cash (used in) provided by investing activities					(52,023	)			(62,946	)			(33,510	)			(69,766	)			(37,272	)			(22,472	)			(11,970	)			1,095
Net cash (used in) provided by financing activities					(65,500	)			(75,600	)			(4,413	)			19,086				(5,152	)			(130,427	)			(135,611	)			(26,043	)
Capital expenditures					52,070				63,115				33,510				75,639				39,542				26,124				13,133				39,169
Ratio of earnings to fixed charges(5)					4.9x				5.4x				1.3x				(5	)			(5	)			(5	)			(5	)			(5	)
Other operational data:
Turnstile admission in thousands(6)					7,761				8,200				3,277				12,368				11,183				11,323				8,902				8,991
Paid admission in thousands(7)					6,614				6,829				3,051				11,538				10,299				10,367				8,140				8,282
Number of days attendance per visitor					1.01				1.07				1.17				1.35				1.40				1.45				1.47				1.60
Visitors in thousands(8)					6,518				6,360				2,599				8,543				7,356				7,138				5,551				5,161
Theme park revenue per visitor				$	52.28			$	56.43			$	59.40			$	69.86			$	74.56			$	76.19			$	77.36			$	84.02
Theme park pass revenue per paid admission					33.57				35.07				34.77				35.57				36.63				35.31				35.22				35.43
Theme park food, beverage and merchandise revenue per turnstile admission					15.30				14.57				14.75				15.08				15.31				15.70				16.03				15.59
Theme park revenue per admission(9)					48.87				49.64				49.52				50.65				51.94				51.01				51.25				51.02

(1) Represents the results of Universal City Florida Partners, which was our predecessor.

(2) During January 2000, Universal City Florida Partners, which owned and operated Universal Studios Florida, was merged into Universal City Development Partners LP, which owned and operated Islands of Adventure and CityWalk. Both of these entities were under common control. Prior to the merger, Universal City Travel Partners, d/b/a Universal Parks & Resorts Vacations, was accounted for under the equity method of accounting. Upon the merger, Universal City Travel Partners became owned 99% by Universal City Development Partners LP. Accordingly, starting in 2000, Universal City Travel Partners was accounted for as a consolidated subsidiary.

(3) Consists primarily of parking. Subsequent to January 1, 2000, other revenue also includes revenues primarily from CityWalk and Universal Parks & Resorts Vacations.

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(4) EBITDA represents earnings before interest, taxes and depreciation and amortization. We have included EBITDA because it is used by some investors as a measure of our ability to service debt. EBITDA is not prepared in accordance with accounting principles generally accepted in the United States and should not be considered as alternatives for net income, net cash provided by operating activities and other consolidated income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. EBITDA, because it is before debt service, capital expenditures and operating and working capital needs, does not represent cash that is available for other purposes at our discretion. Our presentation of EBITDA may not be comparable to similarly titled measures reported by other companies. The following is a reconciliation of EBITDA to net cash provided by operating activities.

				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 28, 2002 (Unaudited)				September 27, 2003 (Unaudited)
Net cash provided by operating activities				$	116,879			$	144,176			$	32,595			$	68,910			$	95,293			$	93,972			$	103,144			$	162,712
Adjustments: Interest expense					17,121				18,611				14,903				136,305				116,628				93,596				71,791				86,035
Interest income					(286	)			(306	)			(61	)			(1,220	)			(1,079	)			(1,446	)			(1,410	)			(552	)
Amortization of deferred finance costs					(279	)			(309	)			(137	)			(3,330	)			(4,031	)			(4,645	)			(3,424	)			(4,934	)
Deferred special fee payable to Vivendi Universal Entertainment					—				—				—				(22,221	)			(29,173	)			(29,361	)			(23,108	)			(23,751	)
Interest payable on deferred special fee payable to Vivendi Universal Entertainment					—				—				—				(1,874	)			(3,474	)			(3,989	)			(2,887	)			(3,576	)
Gain on non-monetary asset acquisition					—				—				—				—				—				3,915				—				—
Gain related to settlement of capital claim					—				—				—				—				—				1,085				—				—
Loss on sale of property and equipment					—				—				—				—				—				—				—				(1,285	)
(Loss) income from joint ventures					(946	)			(274	)			(277	)			817				767				1,565				1,472				1,654
Accretion of discount on original notes					—				—				—				—				—				—				—				(416	)
Change in working capital accounts					10,519				1,682				4,350				23,976				(96	)			24,412				(3,798	)			(60,601	)
EBITDA				$	143,008			$	163,580			$	51,373			$	201,363			$	174,835			$	179,104			$	141,780			$	155,286

(5) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For the purposes of calculating the ratio of earnings to fixed charges, earnings represents net income (loss) before joint ventures, plus fixed charges and amortization of capitalized interest, minus joint venture distributions and capitalized interest. Fixed charges include interest expense (including capitalized interest and amortization of deferred financing costs) and the portion of operating rental expense management believes represents the interest component of rent expense. In 2000, 2001 and 2002, and in the nine months ended September 28, 2002 and September 27, 2003, our earnings were insufficient to cover fixed charges by approximately $85.6 million, $80.0 million, $44.8 million, $28.1 million and $29.1 million, respectively.

(6) Turnstile admission represents total admissions to our theme parks, which includes paid admissions and complimentary passes.

(7) Paid admission represents the total paid admissions to our theme parks.

(8) Visitors represent unique individual paid guests at our theme parks.

(9) Theme park revenue per admission is a metric management monitors to help track financial performance. It represents the sum of the theme park revenue per paid admission plus theme park food and beverage and merchandise revenue per turnstile admission.

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Risk Factors

You should carefully consider the risks described below, together with the other information contained in this prospectus, before you make a decision to participate in the exchange offer. If any of the events described in the risk factors below actually occurs, our business, financial condition, operating results and prospects could be materially adversely affected, which in turn could adversely affect our ability to repay the exchange notes. In such case, you may lose all or part of your original investment.

Risks Related to Our Business

Attendance at our theme parks is influenced by general economic and other conditions.

Attendance at our theme parks is heavily dependent upon consumer spending on travel and other leisure activities. Because consumer spending on travel and other leisure activities is discretionary, this is usually the first type of spending to be curtailed by consumers during economic downturns. As a result, we have historically experienced weaker attendance during economic downturns and during other events affecting travel and leisure activities. Any substantial deterioration in general economic conditions, increases in the cost of travel, outbreaks of war or terrorist or political events that diminish consumer spending and confidence could reduce attendance at our theme parks.

Our business is largely dependent on air travel.

We estimate that approximately half of the visitors to our theme parks travel to Orlando by air. An increase in the price of jet fuel may serve to increase the price of air travel and reduce demand. In addition, the economic difficulties facing the airline industry may result in a reduction in scheduled flights to Orlando and an increase in the price of air travel which in turn may have a negative effect on the number of visitors to Orlando. In addition, another terrorist attack in the United States or the mere threat of a terrorist attack is likely to result in a decline in air travel. A significant decline in visitors traveling to Orlando by air would negatively affect attendance at our theme parks, possibly dramatically.

We are subject to the risks inherent in deriving substantially all of our revenue from one location.

Substantially all of our revenue is derived from the operation of our two theme parks and CityWalk in Orlando, Florida. This subjects us to a number of risks. Our business is and will continue to be influenced by local economic, financial and other conditions affecting the Orlando area. This may include prolonged or severe inclement weather in the Orlando area, a catastrophic event such as a hurricane or tornado, or the occurrence or threat of a terrorist attack in the Orlando area, any of which could significantly reduce attendance at our theme parks. In addition, the partial or total destruction of our theme parks requiring either of them to be closed for an extended period of time would have a material adverse effect on our attendance.

The United States engaged in an armed conflict with Iraq in the Spring of 2003, and any military activity involving conflict could extend the economic downturn in the United States and elsewhere and increase the chance of another terrorist attack in the United States, each of which would likely have a negative impact on attendance at our theme parks.

The United States and certain of its allies completed an armed invasion of Iraq in the Spring of 2003, and armed forces from the United States have remained in Iraq since that time. This military action could exacerbate the risks identified above and have a number of other consequences, many of which would likely have a negative impact on attendance at our theme parks and, as a result, our prospects. The conflict with Iraq could extend the economic downturn in the United States and serve to further increase the price of crude oil, which in turn would increase the price of gasoline and jet fuel. A substantial increase in the price of gasoline and jet fuel may cause significant numbers of domestic consumers to forego taking a vacation, which could negatively affect our attendance, as approximately 25% of our visitors drive more than 200 miles to our theme parks and approximately

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half of our visitors travel by air. The current military conflict with Iraq, or any other military conflict involving the United States, could extend the downturn in the domestic or international economies and may increase the likelihood of another major terrorist attack in the United States. The threat or occurrence of a terrorist attack could serve to discourage many consumers from traveling or otherwise participating in leisure activities.

Risks related to our dependence on Universal Studios, Inc., Vivendi Universal Entertainment and their affiliates.

We license the right to use a substantial number of intellectual properties as street entertainment characters and as themed elements in rides and attractions from Universal Studios, Inc. and its affiliates. See "Business — Intellectual Property." If Blackstone or any other third party unaffiliated with Universal Studios, Inc. were to acquire all of the partnership interests in us, we may not be able to take advantage of this license arrangement in the future to the same degree as we currently do and may lose this license completely if we fail to maintain certain quality standards. Universal Studios, Inc. and its affiliates are required to continue to license those intellectual properties currently licensed to us after Universal Studios, Inc. or its affiliates no longer have an ownership interest in us for so long as we operate our theme parks at a substantially similar standard. However, in a situation where Blackstone or a third party unaffiliated with Universal Studios, Inc. acquires all of the partnership interests in us, Universal Studios, Inc. and its affiliates are not required to grant us a license to any new intellectual property rights that they may acquire in the future that may be or become useful or necessary for the operation of our theme parks. Universal Studios, Inc. could also claim that our theme parks were not being operated to a sufficiently high standard after Blackstone or a third party unaffiliated with Universal Studios, Inc. acquired all of the partnership interests in us and revoke the license completely. If this were to occur, we may be unable to operate our theme parks for an extended period of time and may not be able to continue operating our theme parks at all.

We also rely on Vivendi Universal Entertainment and its affiliates for management oversight, advisory and other services. In its capacity as our manager, Vivendi Universal Entertainment provides creative services in relation to development of our rides and attractions and arranges our insurance coverage. We have numerous other arrangements with affiliates of Vivendi Universal Entertainment which provide us with significant benefits that may be reduced or lost completely if Blackstone or a third party unaffiliated with Universal CPM gains control of us. For a better understanding of these arrangements, see "Certain Relationships and Related Party Transactions." Although Vivendi Universal Entertainment is required by the terms of the partnership agreement to provide us with the same level of services for a transitional twelve-month period if Blackstone were to acquire all of our partnership interests pursuant to the buy-sell agreement discussed under "—Risks related to the buy-sell agreement between our partners", there can be no guarantee that Universal CPM and Blackstone would reach agreement regarding the provision of such services beyond this twelve-month period or that Blackstone would find a third party with the experience and expertise to provide comparable services to those provided by Vivendi Universal Entertainment and its affiliates. In addition, the services currently provided by Vivendi Universal Entertainment may be significantly more expensive if they were purchased from a third party.

Risks related to the buy-sell agreement between our partners.

Pursuant to a buy-sell provision in a partners' agreement between Blackstone and Universal CPM, at any time after February 1, 2005, either Blackstone or Universal CPM may make a binding offer, specifying the proposed sale price, to sell to the other its entire interest in each of our sole general partner and our sole limited partner. An offer to sell will also be deemed a binding offer to purchase the non-offering partner's entire interest at the stated price. The non-offering partner will then have 90 days after receipt of an offer to accept either the offer to purchase or the offer to sell. Under the partnership agreements of Holding I and Holding II, the buy-sell provision may be triggered at the option of Blackstone prior to February 1, 2005 in the event of certain transfers by Universal CPM or Universal Studios, Inc. of interests in us while continuing to own a substantial portion of other similar theme parks that were owned by them prior to such transfers. Nonetheless,

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under our partnership agreement, any exercise of the buy-sell provisions would require the consent of the banks which are party to our senior credit agreement. If either of our partners exercises its rights under the buy-sell provisions, it may result in 100% control and ownership of us being acquired by Blackstone, which could pose a number of risks to our business, including those risks described under "—Risks related to our dependence on Universal Studios, Inc., Vivendi Universal Entertainment and their affiliates". Our license to use the "Universal" name would expire 30 months after such a transfer of control to Blackstone, unless Universal CPM otherwise consents. These same risks would be present if a third party unaffiliated with Universal CPM were to acquire control of us.

If the transaction between Vivendi and NBC were to close, and the resulting entity were to divest its ownership in our business, we could be required to repay the debt under our credit agreement and could lose some of the benefits of our relationship with Universal Studios.

Vivendi Universal S.A. has agreed to contribute ownership interests in Universal Studios, Inc. to a subsidiary of NBC, subject to regulatory approvals. As currently contemplated, this transaction would not trigger our obligation to offer to repurchase the notes or to repay the debt outstanding under our credit agreement. Unless Blackstone also decreases its ownership interest in our partnership, a divestiture by NBC or its subsidiaries of its interests in our partnership would not trigger our obligation to repay the notes, but it could trigger our prepayment obligations under our credit agreement and could result in the risks described in the two preceding Risk Factors.

Risks related to our inability to obtain future refinancing of the indebtedness under our senior credit agreement and revolving credit facility.

The final amortization payment under our senior credit agreement is due in June 2007 and all indebtedness outstanding under our revolving credit facilities is required to be repaid in June 2007 and we may need to refinance such indebtedness prior to its scheduled maturity. We may be unable to refinance, if necessary, the indebtedness under the senior credit agreement and revolving credit facility on favorable terms or at all.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our senior credit agreement and the indenture under which the exchange notes will be issued contain a number of significant covenants that, among other things, restrict our ability to:

• incur additional indebtedness;

• create liens on our assets;

• engage in mergers or acquisitions; and

• make investments.

These restrictive covenants may not allow us the flexibility we need to operate our business in an effective and efficient manner and may prevent us from taking advantage of strategic opportunities that would benefit our business.

In addition, we are required under our senior credit agreement to satisfy specified financial ratios and tests. Our ability to comply with those financial ratios and tests may be affected by events beyond our control, and we may not be able to meet those ratios and tests. A breach of any of those covenants could result in a default under our senior credit agreement and the lenders could elect to declare all amounts borrowed under our senior credit agreement, together with accrued interest, to be immediately due and payable and could proceed against the collateral securing that indebtedness. Substantially all of our assets are pledged as collateral pursuant to the terms of our senior credit agreement. As a result, borrowings under our senior credit agreement are effectively senior in right of payment to the exchange notes to the extent of the collateral securing such borrowings. If any of our indebtedness were to be accelerated, our assets may not be sufficient to repay in full that indebtedness and the exchange notes.

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Loss of key distribution channels for pass sales may reduce our revenues.

Approximately 54% of our pass sales are generated by third party distribution channels, 62% of which are concentrated among 40 third-party customers. As an example, approximately 12% of our total pass sales are derived from time-share operators, which are dominated by a few major operators. Other significant distribution channels include AAA, with locations across North America, guest service desk locations operated by Universal Parks & Resorts Vacations at more than 40 stand-alone properties throughout Orlando and other key domestic and international travel operators. The loss of any key distribution channel could have a negative effect on our pass sales.

The theme park industry competes with numerous vacation and entertainment alternatives; the Orlando theme park market is extremely competitive.

Our theme parks compete with other theme, water and amusement parks in Orlando and around the country and with other types of recreational facilities and forms of entertainment, including cruise ships, other vacation travel, major sports attractions and other major entertainment activities. Our business is also subject to factors that affect the recreation, vacation and leisure industries generally, such as general economic conditions, consumer confidence and changes in consumer spending habits.

The Orlando theme park market is extremely competitive. There are currently five major theme parks in the Orlando area with which we compete: Walt Disney World's Magic Kingdom^®, Epcot^®, Disney-MGM Studios, Disney's Animal Kingdom^® and Anheuser Busch's Sea World^®. All of these theme parks are located within a 10-mile radius of our theme parks. Some of these theme parks, particularly those affiliated with The Walt Disney Company, enjoy better name recognition than ours do. This puts us at a disadvantage in our attempts to attract guests to our theme parks over those of our competitors.

The close proximity to us of so many of our direct competitors has various other adverse consequences on our business. For example, we offer significant commissions to travel agents and wholesalers in order to provide them with an incentive to encourage their customers to purchase passes to our theme parks rather than those of our competitors in the Orlando area. Also, it has the effect of increasing competition for market share among the major competitors.

There is the risk of accidents occurring at theme parks, which may create negative publicity which may reduce attendance.

Our theme parks feature "thrill rides." There are inherent risks involved with these sorts of rides and attractions. An accident or an injury at our theme parks or at another theme park may result in negative publicity which could reduce attendance.

We may not be able to adequately protect our right to use the intellectual property of the themed elements of our rides, which may require us to re-theme certain rides.

The use of themed elements in our rides and attractions is dependent upon our obtaining and maintaining intellectual property licenses granting us the rights to use those elements. Failure to protect our existing intellectual property rights may result in the loss of those rights or require us to make significant additional payments to third parties for infringing their intellectual property rights. The loss of the right to use a particular themed element means that we would be unable to operate the rides or attractions that utilized the relevant element. This may require us to re-theme those rides or attractions which may involve taking the relevant ride or attraction out of service and may require significant capital expenditure.

The loss of key personnel could hurt our operations.

Our success depends upon the continuing contributions of our executive officers and other key operating personnel. The complete or partial loss of their services could adversely affect our business. A number of executive officers are employees of, and have employment agreements with, Universal

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Studios, Inc., an affiliate of our manager Vivendi Universal Entertainment, including Robert Gault, our President and Chief Executive Officer, and Thomas Williams, Chairman and Chief Executive Officer of Universal Parks & Resorts. These executives have extensive experience in the theme park industry and have been instrumental in formulating and executing our business strategy. We cannot be certain that we will be able to retain their services or to find adequate replacements for them in the event that we were to lose their services. If Vivendi Universal Entertainment were to cease acting as our manager, we could lose the services of those executive officers.

Our business is seasonal and bad weather can adversely impact attendance at our theme parks.

Our business is seasonal. Attendance at our theme parks follows a seasonal pattern which coincides closely with holiday and school schedules. Because many of the attractions at our theme parks are outdoors, attendance at our theme parks is adversely affected by bad weather. Prolonged bad or mixed weather conditions during our seasonal peak attendance periods may reduce attendance causing a more severe decline in revenues than if those conditions occurred during a low attendance period.

Potential deadlock between partners of our general partner.

Major decisions by our general partner regarding our business generally require the consent of the representatives of both Blackstone and Universal CPM who are members of the Park Advisory Board. See "Management" and "Description of Our Partnership Agreement." This creates a potential for deadlocks. Any deadlock could delay us from taking certain actions in the future which would be beneficial to our business and may prevent or delay us from executing certain aspects of our business strategy.

Risks Related to the Exchange Notes

If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid.

Original notes which you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue exchange notes in exchange for the original notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in "The Exchange Offer — Procedures for Tendering." These procedures and conditions include timely receipt by the exchange agent of the original notes and of a properly completed and duly executed letter of transmittal.

Because we anticipate that most holders of original notes will elect to exchange their original notes, we expect that the liquidity of the market for any original notes remaining after the completion of the exchange offer will be substantially limited. Any original notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the original notes outstanding. Following the exchange offer, if you do not tender your original notes you generally will not have any further registration rights, and your original notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the original notes could be adversely affected. The original notes are currently eligible for sale pursuant to Rule 144A and Regulation S through the Private Offering, Resale and Trading through Automated Linkages market of the National Association of Securities Dealers, Inc.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the exchange notes.

As of September 27, 2003, we had $1,175.2 million of outstanding indebtedness, including approximately $680.6 million of indebtedness under our senior credit agreement and $500.0 million of original notes (with a remaining discount of $5.4 million) and we had $103.4 million of borrowings available under our revolving credit facilities. We are highly leveraged and this level of indebtedness could have important consequences to you, including the following:

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• it may limit our ability to borrow money for working capital, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes;

• it may limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;

• we will be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

• it may make us more vulnerable than a less leveraged company to a downturn in our business or the economy;

• the debt service requirements of our indebtedness could make it more difficult for us to make payments on the exchange notes;

• a substantial portion of our cash flow from operations will be dedicated to the repayment of our indebtedness, including indebtedness we may incur in the future, and will not be available for other purposes; and

• there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.

Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks described above.

The terms of the indenture governing the exchange notes and our senior credit agreement will permit us to incur significant additional indebtedness in the future. As of September 27, 2003, we had $103.4 million available for additional borrowing under our revolving credit facilities. All of those borrowings will be effectively senior (to the extent of the value of the collateral securing the borrowings) to the exchange notes. See "Description of Other Debt." If we incur any additional indebtedness that ranks equally with the exchange notes, the holders of that debt will be entitled to share ratably with the holders of the exchange notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. This may have the effect of reducing the amount of proceeds paid to the holders of the exchange notes. If new debt is added to our current debt levels, the related risks that we now face could intensify.

To service our indebtedness, including the exchange notes, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make scheduled payments or to refinance our indebtedness, including the exchange notes, and to fund planned capital expenditures depends on our ability to generate cash from our operations in the future. This is subject, in part, to general economic, financial, competitive, legislative, regulatory, social, political and other factors that are beyond our control.

In the past, our partners have contributed equity capital to enable us to service our debt obligations on a timely basis. We cannot assure you that, if necessary, our partners will contribute any additional equity capital to us or that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit agreement or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. In addition, indebtedness under our senior credit agreement matures before the exchange notes and may need to be refinanced. We cannot assure you that we will be able to refinance our senior credit agreement on commercially reasonable terms or at all. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources." If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity contributions or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We could face substantial liquidity problems and might be required to sell material assets or operations in an attempt to meet our debt service and other obligations.

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The right of noteholders to receive payments on the exchange notes is effectively subordinated to the rights of our existing and future secured creditors.

Holders of our secured obligations, including indebtedness outstanding under our senior credit agreement, will have claims that are prior to your claims as holders of the exchange notes to the extent of the value of the assets securing those other obligations. Notably, our senior credit agreement is secured by liens on substantially all of our assets and the assets of our existing and future domestic subsidiaries. The exchange notes are effectively subordinated to all such secured indebtedness to the extent of the value of the collateral. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have a prior claim to the assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the exchange notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the exchange notes. As a result, holders of exchange notes may receive less, ratably, than holders of our secured obligations.

As of September 27, 2003, the aggregate amount of our secured indebtedness was $680.6 million, and $103.4 million was available for additional secured borrowings under our revolving credit facilities. We will be permitted to borrow significant additional indebtedness, including secured indebtedness, in the future under the terms of the indenture and our credit facilities. See "Description of Other Debt" and "Description of Exchange Notes — Certain Covenants."

Claims of creditors of our non-guarantor subsidiaries will have priority with respect to the assets and earnings of such subsidiaries over you.

None of our subsidiaries will initially guarantee the exchange notes. Claims of creditors of our subsidiaries, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by such subsidiaries, will generally have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including you, even if the obligations of those subsidiaries do not constitute senior indebtedness. At September 27, 2003, our only operating subsidiary had no indebtedness outstanding.

We may not have the ability to raise the funds necessary to finance any change of control offer required by the indenture.

Upon the incurrence of specific kinds of change of control events, we may need to refinance large amounts of our debt, including the exchange notes and borrowings under our senior credit agreement and revolving credit facilities. If a change of control occurs, we must offer to purchase all of the exchange notes then outstanding for a price equal to 101% of the principal amount of the exchange notes, plus any accrued and unpaid interest. We cannot assure you that there will be sufficient funds available for us to make any required repurchases of the exchange notes upon a change of control. In addition, our senior credit agreement will prohibit us from repurchasing the exchange notes until we first repay outstanding indebtedness under our senior credit agreement in full. If we fail to repurchase the exchange notes in that circumstance, we will go into default under the indenture governing the exchange notes and under our senior credit agreement. Any future debt that we incur may also contain restrictions on repayment upon change of control. If any change of control occurs, we cannot assure you that we will have sufficient funds to satisfy all of our debt obligations. See "Description of Other Debt" and "Description of Exchange Notes — Change of Control."

You cannot be sure that an active trading market will develop for the exchange notes.

The exchange notes are new issues of securities for which there is currently no trading market. We do not intend to apply for listing of the exchange notes on any securities exchange or to seek approval for quotation through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of the exchange offer or, if developed,

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that such market will be sustained or as to the liquidity of any market. In addition, the liquidity of the trading market in the exchange notes, if developed, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance or prospects of companies in our industry generally.

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Forward-Looking Statements

This prospectus contains "forward-looking statements." Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under the headings "Summary," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry Overview" and "Business." When used in this prospectus, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," or future or conditional verbs, such as "will," "should," "could" or "may" and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management's examination of historical operating trends and data, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will be achieved.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this prospectus are set forth in this prospectus, including under the heading "Risk Factors." There may be other factors that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

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Use of Proceeds

The exchange offer is intended to satisfy our obligation under the registration rights agreement entered into in connection with the issuance of the original notes to use our reasonable best efforts to exchange the original notes for the exchange notes in a transaction registered with the Securities and Exhange Commission. We will not receive any cash proceeds from the issuance of the exchange notes or the exchange offer.

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Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of September 27, 2003. The information in this table should be read in conjunction with the information set forth under "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Other Debt" and our consolidated financial statements and related notes included elsewhere in this prospectus.

(Dollars in millions)				September 27, 2003 (Unaudited)
Cash and cash equivalents				$	150.0
Debt and capital leases:
Senior credit agreement				$	680.6
Revolving credit facilities(1)					—
Capital leases					.8
Original notes(2)					494.6
Total debt and capital leases					1,176.0
Partners' equity					732.9
Total capitalization				$	1,908.9

(1) The revolving credit facilities provide for borrowings of up to $103.4 million at September 27, 2003.

(2) Represents $500.0 million principal amount of original notes with a remaining discount of $5.4 million.

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Selected Historical Financial Data

The selected historical financial data for the nine months ended September 27, 2003 and September 28, 2002 have been derived from our unaudited consolidated financial statements, which have been prepared on a consistent basis with our annual consolidated financial statements. The selected historical financial data as of and for the years ended December 28, 2002, December 29, 2001 and December 30, 2000, have been derived from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. The selected historical financial data as of and for the six month period ended January 1, 2000 and as of and for the fiscal years ended July 3, 1999 and June 27, 1998 have been derived from fiscal consolidated financial statements of Universal City Florida Partners, a predecessor partnership to us, which owned and operated Universal Studios Florida. These consolidated financial statements include all adjustments which we consider necessary for a fair presentation of the financial position and results of operations for these periods. You should read the following selected financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 28, 2002 (Unaudited)				September 27, 2003 (Unaudited)
Statement of operations data:
Operating revenues:
Theme park passes				$	222,059			$	239,461			$	106,070			$	410,361			$	377,292			$	366,076			$	286,682			$	293,446
Theme park food and beverage					64,047				66,457				27,185				104,167				93,106				94,871				76,291				76,388
Theme park merchandise					54,669				52,991				21,142				82,282				78,052				82,910				66,449				63,777
Other(3)					33,485				35,709				30,018				132,466				126,818				133,762				103,232				115,136
Total operating revenues					374,260				394,618				184,415				729,276				675,268				677,619				532,654				548,747
Costs and operating expenses:
Theme park operations					80,911				81,533				41,497				149,000				145,411				152,002				115,575				113,307
Theme park selling, general and administrative					58,660				60,384				44,816				152,738				136,316				132,655				104,140				100,483
Theme park cost of products sold					63,576				63,777				26,894				100,589				90,795				94,375				74,563				71,072
Special fee payable to Vivendi Universal Entertainment and consultant fee					27,711				29,147				13,780				49,329				43,977				44,075				34,651				35,805
Depreciation and amortization					54,799				59,045				32,755				156,764				146,588				136,631				104,649				99,712
Other					10,148				11,920				5,778				76,956				84,701				76,973				63,417				74,448
Total costs and operating expenses					295,805				305,806				165,520				685,376				647,788				636,711				496,995				494,827
Operating income (loss)					78,455				88,812				18,895				43,900				27,480				40,908				35,659				53,920
Other (expense) income:
Interest expense					(17,121	)			(18,611	)			(14,903	)			(136,305	)			(116,628	)			(93,596	)			(71,791	)			(86,035	)
Interest income					286				306				61				1,220				1,079				1,446				1,410				552
Change in fair value of interest-rate swaps					—				—				—				—				—				(2,075	)			—				(2,711	)
Other					10,700				15,997				—				(118	)			—				—				—				—
(Loss) income from joint ventures					(946	)			(274	)			(277	)			817				767				1,565				1,472				1,654
Total other expense					(7,081	)			(2,582	)			(15,119	)			(134,386	)			(114,782	)			(92,660	)			(68,909	)			(86,540	)
Net income (loss)				$	71,374			$	86,230			$	3,776			$	(90,486	)		$	(87,302	)		$	(51,752	)		$	(33,250	)		$	(32,620	)

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				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 28, 2002 (Unaudited)				September 27, 2003 (Unaudited)
Balance sheet data (at period end):
Cash and cash equivalents				$	1,419			$	7,049			$	1,721			$	18,323			$	71,192			$	12,265			$	26,755			$	150,029
Total assets					628,913				690,636				615,675				2,439,899				2,367,957				2,198,457				2,241,146				2,257,527
Deferred special fee payable to Vivendi Universal Entertainment					—				—				—				35,907				68,554				101,904				94,551				129,231
Total debt					263,000				283,000				296,188				1,347,710				1,343,854				1,169,243				1,163,881				1,175,231
Partners' equity					261,518				252,148				238,324				868,426				758,705				759,294				768,913				732,924
Other data:
EBITDA(4)				$	143,008			$	163,580			$	51,373			$	201,363			$	174,835			$	179,104			$	141,780			$	155,286
Net cash provided by operating activities					116,879				144,176				32,595				68,910				95,293				93,972				103,144				162,712
Net cash (used in) provided by investing activities					(52,023	)			(62,946	)			(33,510	)			(69,766	)			(37,272	)			(22,472	)			(11,970	)			1,095
Net cash (used in) provided by financing activities					(65,500	)			(75,600	)			(4,413	)			19,086				(5,152	)			(130,427	)			(135,611	)			(26,043	)
Capital expenditures					52,070				63,115				33,510				75,639				39,542				26,124				13,133				39,169
Ratio of earnings to fixed charges(5)					4.9	x			5.4	x			1.3	x			(5	)			(5	)			(5	)			(5	)			(5	)
Other operational data:
Turnstile admission in thousands(6)					7,761				8,200				3,277				12,368				11,183				11,323				8,902				8,991
Paid admission in thousands(7)					6,614				6,829				3,051				11,538				10,299				10,367				8,140				8,282
Number of days admission per visitor					1.01				1.07				1.17				1.35				1.40				1.45				1.47				1.60
Visitors in thousands(8)					6,518				6,360				2,599				8,543				7,356				7,138				5,551				5,161
Theme park revenue per visitor				$	52.28			$	56.43			$	59.40			$	69.86			$	74.56			$	76.19			$	77.36			$	84.02
Theme park pass revenue per paid admission					33.57				35.07				34.77				35.57				36.63				35.31				35.22				35.43
Theme park food and beverage and merchandise revenue per turnstile admission					15.30				14.57				14.75				15.08				15.31				15.70				16.03				15.59
Theme park revenue per admission(9)					48.87				49.64				49.52				50.65				51.94				51.01				51.25				51.02

(1) Represents the results of Universal City Florida Partners, which was our predecessor.

(2) During January 2000, Universal City Florida Partners LP, which owned and operated Universal Studios Florida, was merged into Universal City Development Partners, which owned and operated Islands of Adventure and CityWalk. Both of these entities were under common control. Prior to the merger, Universal City Travel Partners, d/b/a Universal Parks & Resorts Vacations, was accounted for under the equity method of accounting. Upon the merger, Universal City Travel Partners became owned 99% by Universal City Development Partners LP. Accordingly, starting in 2000, Universal City Travel Partners was accounted for as a consolidated subsidiary.

(3) Consists primarily of parking. Subsequent to January 1, 2000, other revenues also includes revenues primarily from CityWalk and Universal Parks & Resorts Vacations.

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(4) EBITDA represents earnings before interest, taxes and depreciation and amortization. We have included EBITDA because it is used by some investors as a measure of our ability to service debt. EBITDA is not prepared in accordance with accounting principles generally accepted in the United States and should not be considered as alternatives for net income, net cash provided by operating activities and other consolidated income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. EBITDA, because it is before debt service, capital expenditures and operating and working capital needs, does not represent cash that is available for other purposes at our discretion. Our presentation of EBITDA may not be comparable to similarly titled measures reported by other companies. The following is a reconciliation of EBITDA to net cash provided by operating activities:

				Fiscal year ended								Six months ended				Fiscal year ended												Nine months ended
(Dollars in thousands)				Jun. 27, 1998(1) (Predecessor)				Jul. 3, 1999(1) (Predecessor)				Jan. 1, 2000(1) (Predecessor)				Dec. 30, 2000(2)				Dec. 29, 2001				Dec. 28, 2002				September 28, 2002 (Unaudited)				September 27, 2003 (Unaudited)
Net cash provided by operating activities				$	116,879			$	144,176			$	32,595			$	68,910			$	95,293			$	93,972			$	103,144			$	162,712
Adjustments: Interest expense					17,121				18,611				14,903				136,305				116,628				93,596				71,791				86,035
Interest income					(286	)			(306	)			(61	)			(1,220	)			(1,079	)			(1,446	)			(1,410	)			(552	)
Amortization of deferred finance costs					(279	)			(309	)			(137	)			(3,330	)			(4,031	)			(4,645	)			(3,424	)			(4,934	)
Deferred special fee payable to Vivendi Universal Entertainment					—				—				—				(22,221	)			(29,173	)			(29,361	)			(23,108	)			(23,751	)
Interest payable on deferred special fee payable to Vivendi Universal Entertainment					—				—				—				(1,874	)			(3,474	)			(3,989	)			(2,887	)			(3,576	)
Gain on non-monetary asset acquisition					—				—				—				—				—				3,915				—				—
Gain related to settlement of capital claim					—				—				—				—				—				1,085				—				—
Loss on sale of property and equipment					—				—				—				—				—				—				—				(1,285	)
(Loss) income from joint ventures					(946	)			(274	)			(277	)			817				767				1,565				1,472				1,654
Accretion of discount on original notes					—				—				—				—				—				—				—				(416	)
Change in working capital accounts					10,519				1,682				4,350				23,976				(96	)			24,412				(3,798	)			(60,601	)
EBITDA				$	143,008			$	163,580			$	51,373			$	201,363			$	174,835			$	179,104			$	141,780			$	155,286

(5) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For the purposes of calculating the ratio of earnings to fixed charges, earnings represents net income (loss) before joint ventures, plus fixed charges and amortization of capitalized interest, minus joint venture distributions and capitalized interest. Fixed charges include interest expense (including capitalized interest and amortization of deferred financing costs) and the portion of operating rental expense management believes represents the interest component of rent expense. In 2000, 2001 and 2002, and in the nine months ended September 28, 2002 and September 27, 2003, our earnings were insufficient to cover fixed charges by approximately $85.6 million, $80.0 million, $44.8 million, $28.1 million and $29.1 million, respectively.

(6) Turnstile admission represents total admissions to our theme parks, which includes paid admissions and complimentary passes.

(7) Paid admission represents the total paid admissions to our theme parks.

(8) Visitors represent unique individual paid guests at our theme parks.

(9) Theme park revenue per admission is a metric management monitors to help track financial performance. It represents the sum of the theme park revenue per paid admission plus theme park food and beverage and merchandise revenue per turnstile attendance.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The statements in this discussion and analysis regarding our expectations regarding the performance of our business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in the "Risk Factors" section. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled "Risk Factors," "Selected Historical Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Critical Accounting Policies and Estimates

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States. Results could differ significantly from those estimates under different assumptions and conditions. We believe that the application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 2 in our consolidated financial statements. These accounting policies have been discussed and reviewed with our Park Advisory Board.

Revenue Recognition

Operating revenue primarily consists of sales related to theme park passes, food and beverage and merchandise. Revenue from theme park passes is recognized at the time passes are redeemed. For passes not redeemed, revenue is recorded based on our historical redemption patterns. Revenue from theme park annual passes is recognized in equal installments over the life of the annual pass. Revenue from food and beverage and merchandise is recognized at the time of sale.

Property and Equipment

Property and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of those assets. Changes in circumstances such as changes to our business model could result in an impairment of our property and equipment. In addition, it could also result in the actual useful lives differing from our estimates. We review our assumptions whenever a change in these circumstances occurs. If we determine that the carrying value of our property and equipment is not recoverable, we would record a property and equipment impairment adjustment. If we determine that the useful life of property and equipment should be shortened, such as finalizing the date a ride will be closed as part of developing a new ride, we would depreciate the net book value in excess of the salvage value, over the revised remaining useful life, thereby increasing depreciation expense. Our consolidated financial statements do not include any such adjustments related to impairment. However, 2002 includes $1.3 million in additional depreciation expense related to rides being closed in late 2002 so that we could develop and open new rides in 2003 and 2004. These new rides include Jimmy Neutron's Nicktoon Blast^TM and Shrek 4-D^TM, which both opened in 2003, and Revenge of the Mummy^SM, which will open in spring 2004. In addition, the nine months ended September 27, 2003 includes $2.8 million in additional depreciation related to shortening the useful life of specific property that will no longer be in use.

Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our customers and adjust credit limits based on customer payment history and current credit worthiness. In addition, we continuously monitor collections and payments from our customers. Using some of this information, we periodically make

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judgments regarding the collectability of outstanding receivables and provide appropriate allowances when collectability is in doubt. In addition, we provide a general allowance for outstanding receivables in good standing based on our historical bad debt experience. At September 27, 2003, our allowance for doubtful accounts was $0.9 million, which was $1.8 million lower than the allowance of $2.7 million at December 28, 2002. At December 28, 2002, our allowance was $0.8 million lower than the $3.5 million allowance at December 29, 2001. These decreases are primarily due to settling a few specific receivables that were outstanding and included in the allowance at December 28, 2002 and December 29, 2001.

Provision for Inventory

Inventory, which primarily includes spare parts for the theme park rides, food and beverage and merchandise, is recorded at cost. We periodically make judgments regarding the realizable value of certain slow-moving and obsolete inventory. For spare parts, these judgments are based on use of the parts on specific rides. If we decide to close down a ride as part of developing a new ride, we specifically review spare parts related the closing ride for impairment. For merchandise, these judgments are based on the demand of our customers. When the realizable value is less than the average cost, we record an inventory provision. At September 27, 2003, our inventory provision was $2.8 million, which included $1.4 million for slow-moving merchandise and $1.4 million for obsolete spare parts. The provision for slow-moving merchandise is comparable to the $1.6 million and $1.2 million provision at December 28, 2002 and December 29, 2001, respectively. The provision for obsolete spare parts was primarily recorded in 2001 and relates to rides at Universal Studios Florida that were closed so that we could develop and install new rides.

Litigation

We are currently involved in certain legal proceedings and, as required, have accrued our estimate of the probable costs for the resolution of these claims. This estimate has been developed in consultation with outside counsel and is based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. See "Business—Legal Proceedings" and Note 12 to our consolidated financial statements for more detailed information on litigation exposure.

Results of Operations

General

Our revenue is derived primarily from theme park passes (approximately 53.5%, 54.0%, 55.9% and 56.3% of total revenues in the nine months ended September 27, 2003, and in 2002, 2001 and 2000, respectively), theme park food and beverage (approximately 13.9%, 14.0%, 13.8% and 14.3% of total revenues in the nine months ended September 27, 2003 and in 2002, 2001 and 2000, respectively), theme park merchandise (approximately 11.6%, 12.2%, 11.6% and 11.3% of total revenues in the nine months ended September 27, 2003, and in 2002, 2001 and 2000, respectively), CityWalk (approximately 6.9%, 6.2%, 5.7% and 5.1% of total revenues in the nine months ended September 27, 2003, and in 2002, 2001 and 2000, respectively), and Universal Parks & Resorts Vacations (approximately 5.2%, 5.5%, 5.4% and 4.1% of total revenues in the nine months ended September 27, 2003, and in 2002, 2001 and 2000, respectively). Our primary operating costs include theme park operations, selling, general and administrative costs, cost of products sold, special fee payable to Vivendi Universal Entertainment and consultant fee, depreciation and amortization and interest.

Paid theme park admissions increased slightly by .2 million, or 2.5%, to 8.3 million in the nine months ended September 27, 2003 from 8.1 million in the nine months ended September 28, 2002. Paid admissions grew 19% in January 2003 as compared to 2002 due to a strong holiday period. From February 2003 until May 2003, paid admissions were down 5.0% as compared to 2002 largely due to terrorism alerts and the war in Iraq. Paid admissions stabilized in June 2003. In July and August, we had record months, up 6.4% compared to 2002.

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Paid admissions increased by 0.1 million, or 0.7%, to 10.4 million in 2002 from 10.3 million in 2001. The impact of the events of September 11, 2001 continued to affect our attendance during the first three quarters of 2002, which showed a decrease of 0.2 million, or 2.3%, compared to 2001. The fourth quarter showed signs of recovery, with 2002 attendance increasing 0.3 million, or 13.2%, compared to 2001. Although attendance has been reasonably stable between 2002 and 2001, the consumer dynamics have changed. Growth in the domestic market, which increased by 0.6 million, or 8%, was offset by lower attendance from the international market. International attendance decreased 0.5 million, or 14%, which was primarily driven by a 0.2 million attendance decrease from the United Kingdom, a 0.1 million attendance decrease from Europe and a 0.1 million attendance decrease from South America.

Paid admissions decreased by 1.2 million, or 10.7%, to 10.3 million in 2001 from 11.5 million in 2000. During the first two quarters of 2001, attendance was down 0.5 million, or 8.3%, primarily due to the slow economy. In the three months after September 11, 2001, attendance was down 0.5 million, or 21.6%.

We believe these attendance trends, especially the effects of the events of September 11, 2001 and the war in Iraq, are consistent throughout the tourism industry.

Seasonality

Theme park attendance follows a seasonal pattern which coincides closely with holiday and school schedules. The year begins with the end of the peak Christmas and New Year's holiday period. When children return to school, there is a decline in attendance. Minor attendance increases occur during the Martin Luther King, Jr. holiday in January and the Presidents' Day holiday in February. During the March to April timeframe attendance increases due to spring break and Easter vacation periods. Since the peak spring break period fluctuates from year to year between the end of the first quarter and the beginning of the second quarter, historical quarterly financial information might not be comparable. May is a traditionally slow attendance period. June starts the summer attendance growth when local schools are out for the summer. This increase continues throughout the month of June, as schools outside of Florida finish their terms. The peak summer period includes the entire month of July and the first few weeks in August. Local schools begin as early as the first week of August, with the bulk of them returning by the second week of August. Attendance continues to decline through Labor Day, when schools outside of Florida begin. Excluding special events such as "Rock the Universe" in September and "Halloween Horror Nights^®" in October, the period from September through November is seasonally slow, with an increase in attendance around Thanksgiving week. Attendance falls again after Thanksgiving weekend, and does not pick up until the third week of December, when the peak Christmas and New Year's holiday period begins.

Based on the seasonality of our attendance, the results for the nine months ended September 27, 2003 and September 28, 2002 are not necessarily indicative of the results for the full year.

    
Nine Months Ended September 27, 2003 Compared To Nine Months Ended September 28, 2002

Theme park pass revenue   increased by $6.7 million, or 2.3%, to $293.4 million in 2003 from $286.7 million in 2002. The increase was due to higher theme park admissions, generated by attendance records in July and August, and selective increases in theme park pass prices, partially offset by an increased usage of multi-day tickets.

Theme park food and beverage, theme park merchandise and other revenue increased by $9.3 million, or 3.8%, to $255.3 million in 2003 from $246.0 million in 2002. This increase was primarily due to $6.9 million in additional revenue related to passes that allow guests front of line access to our rides and $6.5 million in additional revenue from CityWalk, partially offset by a $2.7 million reduction in merchandise revenue affected primarily by lower per capita spending and $1.4 million in lower revenue from Universal Parks & Resorts Vacations.

Theme park operating costs   decreased by $2.3 million, or 2.0%, to $113.3 million in 2003 from $115.6 million in 2002. The decrease was primarily due to $3.1 million in lower maintenance costs,

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which was primarily due to the closure of three rides at Universal Studios Florida during 2003 while new attractions were in development.

Theme park selling, general and administrative costs   decreased by $3.6 million, or 3.5%, to $100.5 million in 2003 from $104.1 million in 2002. The decrease was primarily due to a $3.0 million reduction in our 2003 non-media marketing expenditures.

Theme park cost of products sold   decreased by $3.5 million, or 4.7%, to $71.1 million in 2003 from $74.6 million in 2002. As a percentage of theme park food and beverage and merchandise revenue, cost of products sold decreased to 50.7% from 52.3%, which was primarily due to recording an additional reserve for slow-moving merchandise inventory during the second quarter of 2002.

Special fee payable to Vivendi Universal Entertainment and consultant fee   increased by $1.1 million, or 3.2%, to $35.8 million in 2003 from $34.7 million in 2002. The special fee and consultant fee are each based on a percentage of revenue.

Depreciation and amortization   decreased by $4.9 million or 4.7%, to $99.7 million in 2003 from $104.6 million in 2002. The decrease is primarily due to a reduction of depreciation of $8.1 million related to certain assets with lives of 3 years at Islands of Adventure and CityWalk becoming fully depreciated during the end of 2002, partially offset by $2.7 million in additional depreciation related to shortening the useful life of specific property that will no longer be in use and $0.5 million in depreciation on the new rides that opened during the second quarter of 2003, including Jimmy Neutron's Nicktoon Blast™ and Shrek 4-D^TM.

Other costs and operating expenses   increased by $11.1 million, or 17.5%, to $74.5 million in 2003 from $63.4 million in 2002. The increase was primarily due to expensing $0.6 million in costs incurred to issue the $500.0 million in bonds, $2.5 million in additional reserves recorded for legal claims, a $1.4 million loss on our land sale, $3.4 million related to revenue growth at CityWalk, and recording $3.7 million in 2002 as an offset to other costs and operating expenses related to the reduction of our compensated absences accrual.

Interest expense   increased by $14.2 million, or 19.8%, to $86.0 million in 2003 from $71.8 million in 2002. The increase was primarily due to a higher interest rate related to the bonds sold on March 28, 2003.

    
Year Ended December 28, 2002 Compared to Year Ended December 29, 2001

Theme park pass revenue decreased by $11.2 million, or 3.0%, to $366.1 million in 2002 from $377.3 million in 2001. The decrease is partially due to promotional activities such as "Hero Salute," which offered discounted tickets to active military, police, fire and emergency personnel across the United States and "Third Day Free" on our two-day pass. These promotions enabled us to increase our paid admissions attendance but this increase was more than offset by the resulting decrease in revenue per paid admission.

Theme park food and beverage, theme park merchandise and other revenue increased by $13.5 million, or 4.5%, to $311.5 million in 2002 from $298.0 million in 2001. The increase was due to higher food and beverage and merchandise revenue of $6.6 million, or 3.9%, driven by improved per capita spending and slightly higher attendance levels. In addition, during 2002 we generated additional revenue from several sources, including $3.0 million from CityWalk, $0.9 million from parking, $0.8 million from our production studio and $1.5 million related to an increase in offsite stores.

Theme park operating costs increased by $6.6 million, or 4.5%, to $152.0 million in 2002 from $145.4 million in 2001. The increase was primarily due to $1.0 million in increased security costs at our theme parks subsequent to September 11, 2001, $2.4 million in costs associated with enhancing entertainment at Universal Studios Florida and Islands of Adventure and $2.4 million in additional maintenance costs, which included upgrading the overall appearance of our theme parks.

Theme park selling, general and administrative costs decreased by $3.6 million, or 2.6%, to $132.7 million in 2002 from $136.3 million in 2001. As a percentage of total revenue, selling, general, and

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administrative costs decreased to 19.6% from 20.2%, which was primarily due to a reduction in spending and a reallocation of resources to more effective marketing and sales channels.

Theme park cost of products sold increased by $3.6 million, or 3.9%, to $94.4 million in 2002 from $90.8 million in 2001. As a percentage of theme park food and beverage and merchandise revenue, cost of product sold remained constant at 53.1%.

Special fee payable to Vivendi Universal Entertainment and consultant fee increased by $0.1 million, or 0.2%, to $44.1 million in 2002 from $44.0 million in 2001. These fees represent $14.4 million and $15.1 million relating to Universal Studios Florida in 2002 and 2001, respectively, and $15.0 million and $14.1 million relating to Islands of Adventure in 2002 and 2001, respectively, earned by Vivendi Universal Entertainment as a special fee pursuant to our partnership agreement and $14.7 million and $14.8 million in 2002 and 2001, respectively, we pay for certain consulting services to a third party. The special fee and consultant fee are each based on a percentage of revenue.

Depreciation and amortization decreased by $10.0 million, or 6.8%, to $136.6 million in 2002 from $146.6 million in 2001. The decrease is primarily due to certain assets with lives of 3 years at Islands of Adventure and CityWalk becoming fully depreciated in 2002.

Other costs and operating expenses decreased by $7.7 million, or 9.1%, to $77.0 million in 2002 from $84.7 million in 2001. This decrease primarily relates to CityWalk, which includes overall operating efficiencies of $1.1 million in 2002 and acquiring $3.9 million in property and equipment located in a restaurant in CityWalk in 2002. Since we acquired the property and equipment in exchange for the termination of a long-term lease and the forgiveness of outstanding debt, we recorded the fair value of the property and equipment as an offset to other costs and operating expenses. In addition, we recorded $3.7 million in 2002 as an offset to other costs and operating expenses related to the reduction of our compensated absences accrual.

Interest expense decreased by $23.0 million, or 19.7%, to $93.6 million in 2002 from $116.6 million in 2001. The decrease was primarily due to a lower average interest rate on our debt and a lower average debt balance resulting from amortization payments made during 2002 and 2001. Non-cash interest expense of $8.6 million and $7.5 million in 2002 and 2001, respectively, consisted of amortization of deferred finance costs and accrued interest on deferred special fees payable to Vivendi Universal Entertainment.

    
Year Ended December 29, 2001 Compared to Year Ended December 30, 2000

Theme park pass revenue decreased by $33.1 million, or 8.1%, to $377.3 million in 2001 from $410.4 million in 2000. The decrease was due to lower attendance, partially offset by selective increases in pass prices.

Theme park food and beverage, theme park merchandise and other revenue decreased by $20.9 million, or 6.6%, to $298.0 million in 2001 from $318.9 million in 2000. This decrease was primarily due to a reduction of food and beverage and merchandise revenue of $15.3 million, which was impacted by lower attendance resulting from a slowing economy and the effects of the events of September 11, 2001. We were able to mitigate a portion of the attendance shortfall with improved per capita spending. We also experienced a decrease in several other revenue sources, including a $2.0 million decrease in parking revenue, a $4.6 million decrease in revenue from special events, and a $5.6 million decrease related to less unused tickets recorded during 2001 which is recorded as revenue based on historical usage trends. This was partially offset by a $6.6 million increase in revenue from Universal Parks & Resorts Vacations.

Theme park operating costs decreased by $3.6 million, or 2.4%, to $145.4 million in 2001 from $149.0 million in 2000. This decrease was primarily due to a 5.9% reduction in entertainment costs.

Liquidity and Capital Resources

Historical

Historically, our principal source of liquidity has been cash flow generated from operations, and our principal liquidity requirements have been for working capital, capital expenditures and debt

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retirement. During the nine months ended September 27, 2003, and during 2002, 2001 and 2000, net cash provided by operating activities was $162.7 million, $94.0 million, $95.3 million and $68.9 million, respectively. Net cash provided by investing activities during the nine months ended September 27, 2003 totaled $1.1 million, consisting primarily of cash inflows of $40.3 million offset by $39.2 million in capital expenditures. The cash inflows primarily included $10.9 million in cost-sharing reimbursement proceeds from Universal Studios Japan related to the design and technology of The Amazing Adventures of Spider-Man® ride; $12.5 million in proceeds related to selling 81 acres of undeveloped land; and $14.5 million in proceeds related to a 2002 capital claims settlement. Net cash used for investing activities during 2002, 2001 and 2000, totaled $22.5 million, $37.3 million and $69.8 million, respectively, consisting primarily of $26.1 million, $39.5 million and $75.6 million in capital expenditures, respectively. During the nine months ended September 27, 2003 and in 2002, capital expenditures included $29.6 million and $16.7 million, respectively, for the development of three new rides at Universal Studios Florida. Two of the rides, Jimmy Neutron's Nicktoon Blast^TM and Shrek 4-D^TM, opened in 2003. The other ride, Revenge of the Mummy^SM, is scheduled to open in spring of 2004.

During the nine months ended September 27, 2003, net cash used in financing activities was $26.0 million. This primarily related to the offering of the original notes and the amendments to our senior credit agreement, the $35.6 million in principal payments under the senior credit agreement made on December 31, 2002, the repayment of additional principal under our senior credit agreement using $12.5 million in proceeds from our sale of undeveloped land, a $20.0 million prepayment on our senior credit agreement and the payment of a $10.0 million distribution to our partners. These prepayments eliminated debt amortization on our senior credit agreement until March 31, 2005. Net cash used for financing activities during 2002 and 2001 was $130.4 million and $5.2 million, respectively, primarily representing net payments on our long-term borrowings, partially offset in 2002 by partner contributions of $50.0 million. Net cash provided by financing activities during 2000 was $19.1 million, primarily represented partner contributions of $185.2 million partially offset by net payments on our long-term borrowings.

On March 28, 2003, we issued $500.0 million in original notes (which were issued at a discount of $5.8 million) and amended our senior credit agreement with JPMorgan Chase Bank and the other banks party thereto. The amendment to our senior credit agreement required that a portion of the proceeds from the offering of original notes be used to prepay $372.8 million of outstanding indebtedness under our senior credit agreement. In connection with the amendment, the debt amortization schedule until December 31, 2004 was eliminated, certain covenants were modified, and an additional $50.0 million revolving credit facility was made available by several of the banks that are parties to our senior credit agreement. Further, a portion of the proceeds from the offering of original notes was used to repay and cancel our $50.0 million revolving credit facilities with Wachovia Bank and Fleet National Bank and we increased cash by $50.0 million.

At September 27, 2003, our total debt was $1,175.2 million, which included $500.0 million outstanding under the original notes (with a remaining discount of $5.4 million) and $680.6 million outstanding under our senior credit agreement. Due to the seasonal nature of our business, we are largely dependent upon our revolving credit facilities and cash balances to fund off-season cash requirements. At September 27, 2003, we had $253.4 million of cash and available credit, consisting of $150.0 million in cash and $103.4 million available under our revolving credit facilities, compared to $74.3 million and $73.1 million in cash and available credit at December 28, 2002 and December 29, 2001, respectively.

Our operational cash needs generally track attendance seasonality at our theme parks and the scheduling of term loan principal payments. Accordingly, borrowing needs typically peak from late November to the middle of February.

Our primary source of liquidity has been and will continue to be cash flow generated from operations, available cash and unused revolving credit facilities. We believe our revolving credit facilities will provide us flexibility to meet the seasonal demands of our business. We expect to spend approximately $52.5 million on capital projects during 2003, with $37.8 million related to the development of three new attractions at Universal Studios Florida.

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The borrowings under our senior credit agreement bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) JPMorgan Chase Bank's prime rate and (2) the federal funds rate plus 1/2 of 1% or (b) LIBOR. The initial applicable margin for borrowings at September 27, 2003 under the revolving credit facilities and the term loan facility was 3.0% with respect to base rate borrowings and 4.0% with respect to LIBOR borrowings. The margin on the new revolving credit facility may be reduced subject to our attaining and maintaining certain leverage ratios. In addition to paying interest on outstanding debt, we will be required to pay a commitment fee equal to 0.5% per annum of the unutilized commitments under our existing revolving credit facility and 1.0% under the new revolving credit facility.

Principal amounts available under the existing revolving credit facility decline quarterly to zero at June 30, 2007. The amounts available under the new revolving credit facility do not decline until its expiration on June 30, 2007.

Our senior credit agreement and the notes contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability, and the ability of our subsidiaries, to sell assets, incur additional indebtedness, repay other indebtedness (including the notes), pay certain distributions, create liens on assets, make investments, loans or advances, make certain acquisitions, engage in mergers or consolidations, enter into sale and leaseback transactions, engage in certain transactions with affiliates, amend certain material agreements governing our indebtedness and change the business conducted by us and our subsidiaries. In addition, the senior secured credit agreement contains the following financial covenants: a maximum total leverage ratio; a minimum interest coverage ratio; and a maximum capital expenditures limitation. The senior credit agreement also contains a requirement for prepayment of 50% of annual excess cash flow and 100% of the net proceeds from asset sales over $1.0 million. All prepayments are applied in forward order of maturity.

We believe that funds generated from operations and available borrowing capacity will be adequate to fund our debt service requirements, capital expenditures and working capital requirements for the near future. Our ability to continue to fund these items and continue to reduce debt could be adversely affected by the occurrence of certain of the events described under "Risk Factors."

We believe that our current financial position and financing plans will provide flexibility in financing activities and permit us to respond to changing conditions. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our new revolving credit facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs.

The following table reflects our contractual obligations as of December 28, 2002, after giving effect to the Financing Transactions:

				Payments due by fiscal period
(Dollars in millions)				Total				2003				2004 to 2005				2006 to 2007				2008 and Beyond
Contractual obligations:
Notes				$	500.0			$	—			$	—			$	—			$	500.0
Indebtedness under senior credit agreement					748.2				35.6				267.3				445.3				—
Operating lease obligations					16.0				3.6				5.0				2.8				4.6
Capital lease obligations					1.2				0.6				0.6				—				—
Total contractual obligations				$	1,265.4			$	39.8			$	272.9			$	448.1			$	504.6

We are also party to an agreement with a creative consultant under which we have agreed to pay the consultant a fee based on our gross revenues. For a more complete understanding of this agreement, see "Certain Relationships and Related Party Transactions — Consultant Agreement".

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Interest Rate Risk

We are exposed to market risks relating to fluctuations in interest rates. Our practice is to utilize derivative financial instruments to manage these interest rate risks. At September 27, 2003 and December 28, 2002, we had several interest-rate swap agreements outstanding with an aggregate notional debt amount of $478.0 million and $540.0 million, respectively. These swap agreements are accounted for in accordance with Statement of Financial Accounting Standards (SFAS) 133 "Accounting for Derivative Instruments and Hedging Activities." The swap agreements provide for quarterly reductions in notional value until expiration in early 2006. These agreements effectively convert our variable interest rate on a portion of our long-term debt to fixed rates ranging from 9.01% to 9.07% increasing to 9.26% to 9.32% effective December 29, 2002 and 10.74% and 10.81% effective June 29, 2003. As of July 2, 2000, we recorded $9.3 million to a long-term asset and other comprehensive income related to the cumulative effect of adopting SFAS 133. During the nine months ended September 27, 2003 and during 2002, we recorded income of $16.3 million and $2.3 million, respectively, related to these swaps in accumulated other comprehensive income. During 2001 and 2000, we recorded losses of $22.4 million and $28.5, respectively, related to these swaps in accumulated other comprehensive income.

In November 2002, we also entered into a forward starting interest swap with a fixed interest rate of 3.63% for a $150.0 million notional amount commencing in January 2004 and expiring in early January 2006. This interest rate swap did not qualify for hedge accounting treatment under SFAS 133. Accordingly, we recorded the fair value decrease of $2.7 million and $2.1 million in the change in fair value of interest-rate swaps during the nine months ended September 27, 2003 and in 2002, respectively.

At September 27, 2003, we had $202.6 million of unhedged variable rate debt. Based on these variable-rate obligations, each 1% increase or decrease in the level of interest rates would, respectively, increase or decrease our annual interest expense and related cash payments by approximately $2.0 million. Such potential increases or decreases are based on certain simplifying assumptions, including a constant level of variable-rate debt for all maturities and an immediate, across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period.

We are exposed to credit loss in the event of nonperformance by the other party to the derivative financial instruments. We limit this exposure by entering into agreements directly with a number of major financial institutions that meet our credit standards and that are expected to satisfy fully their obligations under the contracts. We view derivative financial instruments as a risk management tool and do not use them for speculative or trading purposes.

    
Recent Accounting Pronouncements

We adopted Statement of Financial Accounting Standards (SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144) effective October 1, 2001. SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. There has been no impairment of our long-lived assets.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133) subsequently amended by SFAS No. 137 and SFAS No. 138. SFAS 133 requires us to record all derivatives on the balance sheet at fair value. Changes in derivative fair values will either be recognized in earnings as offsets to the changes in fair value of related hedged assets, liabilities and firm commitments or, for forecasted transactions, deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and are recognized in earnings. The ineffective portion of a hedging derivative's change in fair value will be immediately recognized in earnings. As a result of adopting SFAS 133 as of July 2, 2000, and in accordance with the transition provisions, we recorded $9.3 million during 2000 in our consolidated statements of operations representing the cumulative effect of the adoption.

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In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements 4, 44, and 64, Amendment of FASB Statement 13, and Technical Corrections." This statement rescinds SFAS 4, SFAS 44, and SFAS 64. In addition, it also amends SFAS 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. Adoption of SFAS 145 has not had a material impact on our financial position or results of operations.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with earlier application encouraged. Adoption of SFAS 146 has not had a material impact on our financial position or results of operations.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation — Transition and Disclosure," an amendment of SFAS 123. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. This statement is effective for financial statements for fiscal years ending after December 15, 2002. Because we have historically accounted for stock options under the intrinsic method, adoption of SFAS 148 has not had a material impact on our financial position or results of operations.

In January 2003, the FASB issued Interpretation (FIN) 46 "Consolidation of Variable Interest Entities." FIN 46 provides a new consolidation model, which determines control and consolidation of entities based on potential variability in gains and losses of the entities being evaluated for consolidation. This statement is effective during the first period beginning after December 15, 2003. Based on our assessment of FIN 46, we are a party to one variable interest entity. This entity is one of our joint ventures, which operates a restaurant in CityWalk. Based on the effective date of FIN 46, we will consolidate this entity in our financial results as of and during the year ended December 27, 2003. Total assets of this entity at December 28, 2002 was $21.0 million. Total revenues of this entity during the year ended December 28, 2002 was $21.7 million. This entity has no significant liabilities to third parties. Our maximum loss exposure would be approximately $4.4 million at December 28, 2002, which represents the excess of our investment in this entity over our proportionate share of this entity's net tangible assets.

Compensation

Vivendi Universal, S.A., the ultimate parent of Vivendi Universal Entertainment, grants options to certain of our key employees. These options give our employees the right to purchase shares of Vivendi Universal, S.A. at a set price or receive cash for the difference between the market value and the exercise price on their vested options.

We are responsible for the expense and the cash payment related to these options. Accordingly, if one of our employees exchanges their options for the cash difference between the grant price and market price, we pay this difference directly to the employee. However, if one of our employees exchanges their options for shares of Vivendi Universal, S.A. stock, the employee pays Vivendi Universal, S.A. the grant price, while we reimburse Vivendi Universal, S.A. for the difference between the grant price and the market price at the time of such exchange.

At the date of grant and for each subsequent period, we record an accrual based on the fair value of our cash payment, which is the difference between the option grant price and the period-end market price for all vested shares. Since options are granted at the fair value, no additional accrual is recorded at the date of grant. Based on the market price of vested shares being less than the grant

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price, we had no liability recorded related to the vested options at September 27, 2003 and December 28, 2002. At December 29, 2001, we had an accrual of $1.4 million. During the nine months ended September 27, 2003, no compensation expense was recorded related to options. As a result of the decline in the market price of Vivendi Universal, S.A.'s stock, we recorded an offset to compensation expense of $1.4 million, and $1.0 million, respectively, related to options during the years ended December 28, 2002 and December 29, 2001. During the year ended December 30, 2000, the market price of Vivendi Universal, S.A.'s stock increased, which led to our recording additional compensation expense of approximately $1.0 million related to options.

At September 27, 2003, December 28, 2002, and December 29, 2001, respectively, there were 198,769, 221,707, and 196,145 of such options vested and outstanding. During the nine months ended September 27, 2003 and the year ended December 28, 2002, no options were granted. During the years ended December 29, 2001 and December 30, 2000, respectively, 28,288 and 101,521 options were granted.

We have a long-term growth incentive bonus plan to provide certain of our senior officers the opportunity to benefit from our growth in value and to provide incentives to those employees to contribute to the success of our business. Under the plan, these employees are granted Value Appreciation Rights, the value of which is generally based upon the growth in market value of the equity ownership interests of our general and limited partners. These Value Appreciation Rights will become automatically exercisable in exchange for cash upon the earlier to occur of a change in our ownership and January 1, 2005. The value of the Value Appreciation Rights are generally based on the growth of market value of Blackstone's and Vivendi Universal Entertainment's ownership interests in us. If a change of our ownership occurs, the payout value is computed based upon the sales price of the ownership change. If January 1, 2005 occurs prior to such an ownership change, the payout value is calculated based upon an earnings multiple from the financial results generated during 2004. We accrue the estimated payout value using the straight-line method over the term of the plan based on the assumption that January 1, 2005 occurs prior to an ownership change. At September 27, 2003 and December 28, 2002, our accrual for the value of all outstanding Value Appreciation Rights was $3.1 million and $1.9 million, respectively. We had no accrual for this bonus plan at December 29, 2001.

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Industry Overview

The statements regarding industry outlook, trends, the future development of the theme park industry and other non-historical statements contained in this section are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, all of which are out of our control, and some of which are described in the "Risk Factors" section. Unless otherwise indicated, all market and statistical data in this section has been obtained from Euromonitor.

General

The U.S. theme park industry is comprised of over 450 theme parks located all over the continental United States, including local amusement parks, larger regional parks, which tend to focus on roller coasters and other "iron rides" and larger scale destination theme parks. A record 250.0 million people visited the world's 50 most attended theme parks in 2002. Theme park attendance and nearby hotel occupancy generally peak during school vacation periods over the summer and during early winter and spring holiday periods.

Total revenues of the U.S. theme park industry grew by 5.0% from $10.0 billion in 2001 to $10.5 billion in 2002. Since 1997, total revenues for the U.S. theme park industry grew approximately 25%. The market size of the U.S. theme park industry is expected to grow approximately 23% from $10.5 billion in 2002 to $12.9 billion in 2006.

Many participants in the industry use popular characters to market their parks and to provide an enhanced family entertainment experience. They feature the characters in advertising, as street entertainers and in attractions and retail outlets in an attempt to create brand association, increase attendance, support higher ticket prices and increase in-park spending. The guest experience is further enhanced by the use of technological advances which have included 3-D film, motion-based simulation and enhanced special effects.

Orlando and Southern California are uniquely positioned as the home of destination theme parks (where theme park visits make up a material component of visitors' vacations). Theme parks in these markets make up the largest sector of the U.S. theme park industry, accounting for 73.3% of the total revenues in 2001. Destination theme parks offer a greater variety of packaged promotions to consumers than single-day theme parks.

Competitive Environment

Companies in the theme park industry benefit from limited direct competition since the combination of a finite supply of real estate appropriate for theme park development, high initial capital investment, long development time and zoning restrictions provides theme park companies with a significant degree of protection from competitive new theme park openings. Industry experts estimate that it costs at least $200.0 million and takes a minimum of two years to construct a new regional theme park.

The theme park industry is highly consolidated, with the five largest companies in the industry accounting for over 95% of total market revenues in 2001.

Orlando Theme Parks

Orlando is the number one family vacation destination in the United States and is a growing metropolitan market, with a population of 1.7 million and an annual growth rate of 4% over the past 20 years. Tourism has played a large part in Orlando's growth. In 2001, Orlando hosted 37.7 million domestic visitors. Over the past five years, visitation has grown at a compound annual growth rate of 4%, from 32.3 million to 37.7 million.

With seven major theme parks, Orlando has the largest annual theme park attendance in the United States. The Orlando theme park market began to develop in the early 1970s with the opening of Walt Disney World's Magic Kingdom. Over the next 30 years, seven major theme parks were built in Orlando, with the newest theme park, Islands of Adventure, opened in 1999.

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The largest theme park operator in the Orlando market is The Walt Disney Company, with 4 major parks and annual attendance of approximately 37.7 million according to Amusement Business. Walt Disney has made substantial capital investments in the Orlando market and its parks draw a significant number of vacationing visitors to Orlando.

Orlando Market

Accommodations

In 2002, the greater Orlando area had approximately 110,000 hotel rooms, an increase of 3.7% from the 106,083 in 2001, making Orlando one of the largest hotel markets in the country. During the first six months of 2002, Orlando occupancy was 67%, which was down 5.9% versus 2001. By comparison, the Miami, Florida hotel market was down 10% versus 2001. Several major hotel chains are continuing to open new hotels in the Orlando market. The Ritz-Carlton opened a 584-room hotel in July 2003 and J.W. Marriott is planning to open a 1,000-room hotel in the near future.

Passenger Traffic

Orlando International Airport is the 23rd largest airport in the world, and the 14th largest in the United States, ranked by the number of passengers during the period of January-June 2002 according to the Airports Council International. Currently, Orlando International Airport provides non-stop service to 68 destinations in the United States and 25 international cities and served 26.7 million passengers in 2002. Greater Orlando Aviation Authority forecasts project that Orlando International Airport will serve close to 35.0 million passengers annually by the end of 2007.

Convention / Group Meeting Visitors

The Orange County Convention Center is currently ranked third in the United States in terms of prime exhibit space behind McCormick Place in Chicago and Las Vegas Convention Center. Their new expansion project, scheduled to be completed in 2003, will add an additional 1.0 million square feet in exhibition space. This expansion will make the Orange County Convention Center the second largest in the United States in terms of prime exhibit space and should stimulate additional visitation to the market.

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Business

Overview

We own and operate two theme parks, Universal Studios Florida and Islands of Adventure, and CityWalk, a dining, retail and entertainment complex, at Universal Orlando Resort in Orlando, Florida. Universal Orlando Resort also includes three themed hotels, The Portofino Bay Hotel, a Loews Hotel, The Hard Rock Hotel and The Royal Pacific Resort, a Loews Hotel, which are located within walking distance of our theme parks and CityWalk. These hotels are owned by UCF Hotel Venture, in which Vivendi Universal Entertainment has an indirect minority interest. Our theme parks combine well-known movie, TV, comic and story book characters with exciting and technologically advanced rides and attractions. We have made significant investments in our facilities in recent years with expenditures in excess of $2.2 billion for our expansion, including the construction of Islands of Adventure, CityWalk and related resort infrastructure. In addition, in excess of $580.0 million has been invested in the development of the three on-site resort hotels by UCF Hotel Venture.

Universal Studios Florida

Universal Studios Florida is a movie-based theme park designed to allow guests to become part of their favorite movies. Universal Studios Florida features a total of 17 rides (and one new ride currently under construction), attractions and shows along with facades of famous film locations. Some of our current rides and shows are:

• Jaws^®: A multi-sensory water-based ride adventure which brings guests face to face with a three ton great white shark during a boat ride off the coast of Amity.

• Back To The Future The Ride^®: Guests ride a specially designed DeLorean vehicle and become Doc Brown's time-traveling volunteers as they are led on a wild chase from the Ice Age to the year 2015.

• Earthquake^® — The Big One: The attraction that introduces visitors to the world of special effects as they experience an 8.3 Richter scale quake from a San Francisco subway train.

• E.T. Adventure^®: Guests climb aboard star bound bicycles to help E.T. save his dying planet and continue the saga of one of the world's most beloved screen characters.

• Terminator 2: 3D Battle Across Time^TM: A cyber-adventure attraction that puts guests in the middle of the action with live stunts and high-tech special effects.

• Twister . . .. Ride It Out^®: The attraction that puts guests a mere 20 feet away from the awesome spectacle of a five-story tornado including intensifying winds and pounding rain in an indoor vortex.

• Men In Black^TM Alien Attack^TM: The world's first life-size, ride-through interactive video game where guests zap aliens and compete with each other for high scores.

• Beetlejuice's Graveyard Revue^TM: A revue-style show featuring the official Universal monsters such as Frankenstein, Dracula and The Wolfman singing and dancing to rock 'n' roll classics.

• Animal Planet Live!^TM: A show where the animals take center stage as they execute clever feats, interact with guests, and perform sketches.

• A Day in the Park with Barney^TM: A sing-along interactive show where children can see Barney, Baby Bop and BJ live every day.

• Jimmy Neutron's Nicktoon Blast^TM:A wild rocket chase through the world of some favorite Nicktoons^®, such as Sponge Bob SquarePants^® and The Rugrats^®.

• Shrek 4-D^TM:Guests join Shrek, Donkey and Princess Fiona on an all-new "4-D" adventure that picks up where DreamWorks' Oscar^®-winning movie left off.

The streets of Universal Studios Florida feature facades recreating famous movie locations in San Francisco, New York and Hollywood. These facades recreate the "backlot" and are used as locations

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for filmed entertainment productions. We believe Universal Studios Florida also appeals to younger children with attractions such as Woody Woodpecker's KidZone^® and A Day In The Park With Barney^TM, featuring an interactive show and play area for pre-schoolers. At Nickelodeon Studios^®, kids can get a behind-the-scenes tour every day to learn how Nick's popular shows are made, while Animal Planet Live!^TM and Beetlejuice's Graveyard Revue^TM provide entertainment for all ages.

Food and beverage facilities at Universal Studios Florida include two full service restaurants and four cafeteria-style facilities, for a total of more than 3,800 seats, and 10 fast-food stands.

Islands of Adventure

With 16 rides, attractions and shows, we believe Islands of Adventure, named "Best Theme Park" by the Theme Entertainment Association in 2000 and recognized by U.S. News & World Report as "America's hottest new theme park", combines advanced technology, innovative ride design and popular themes and characters to provide guests with exciting entertainment experiences drawn from the great stories of movies, myth and books.

Visitors enter Islands of Adventure through a Port of Entry^® where they begin their journey through the themed islands of the park. In this area, visitors find numerous street merchants, shops and restaurants. Once through the Port of Entry^®, our guests have a panoramic view across a large central lagoon surrounded by five distinct and individually themed islands, all of which opened in 1999:

• Seuss Landing^TM: The beloved characters of Dr. Seuss come to life in Seuss Landing^TM with rides and attractions such as The Cat In The Hat^TM, Caro-Seuss-el^TM, One Fish, Two Fish, Red Fish, Blue Fish^TM and If I Ran The Zoo^TM. Seuss Landing^TM also celebrates Christmas with a highly popular holiday special event appropriately named "Grinchmas^TM."

• The Lost Continent^®: In The Lost Continent^®, visitors participate in rides and attractions featuring epic heroes and their many adventures, including Dueling Dragons^®, the world's first double roller coaster; Poseidon's Fury^®, an expedition of explorers that rediscovers a legendary lost underwater city; and the Eighth Voyage of Sindbad^®, a live-action stunt showcase, which combines stunts, pyrotechnic effects and high seas heroics. The marketplace at The Lost Continent^® surrounds visitors with games of skill and chance, numerous themed shops, and live entertainment.

• Jurassic Park^®: Visitors to Jurassic Park^® encounter the mysteries and wonders of a prehistoric world. The Jurassic Park River Adventure^® takes guests on a raft ride tour through Jurassic Park's dinosaur habitats. Camp Jurassic^® provides children with a prehistoric playground of dinosaur net traps while the Pteranodon Flyers^® coaster ride soars overhead. The Jurassic Park Discovery Center^® features entertaining and educational hands-on activities designed for the whole family to enjoy.

• Toon Lagoon^®: In Toon Lagoon^®, a line-up of popular comic strip and cartoon characters come to life on rides and attractions such as Popeye and Bluto's Bilge-Rat Barges^®, where passengers white-water raft around Popeye's Island in pursuit of Popeye^®, Bluto^®, Olive Oyl^TM and Sweet' Pea; and Dudley Do-Right's Ripsaw Falls^®, a high-speed log flume ride featuring appearances by the cast of characters from the Dudley Do-Right animated television series.

• Marvel Super Hero Island^®:Visitors to Marvel Super Hero Island^® discover superheroes and arch villains locked in battle in a place where good always triumphs over evil. Marvel Super Hero Island^® employs a combination of motion simulation and theatrical production techniques to create a unique theme park experience for our guests with such rides as The Amazing Adventures of Spider-Man^®, named "Best Dark Ride" by Amusement Today in 2001 and the best attraction in 2000 by the Theme Park Association of America; the Incredible Hulk Coaster^®, named the number one steel coaster in the world by the Discovery Channel on "Top Ten Coasters" in May 2002; and Dr. Doom's Fearfall^®, where guests skyrocket 150 feet straight up and then plunge back to earth in less than 3 seconds.

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Food and beverage facilities at Islands of Adventure include two full service restaurants and five cafeteria-style facilities, providing a total of more than 3,600 seats, and 17 fast-food and beverage stands.

CityWalk

CityWalk is a diverse collection of restaurants, retail outlets, nightclubs and a 20 screen cineplex located between the entrances to both Universal Studios Florida and Islands of Adventure. The 30 acre complex offers free general admission, except for cover charges for admission to various night clubs or shows. Parking is free after 6:00 p.m. Easily accessible by foot or boat from the three on-site hotels and our theme parks, CityWalk's restaurants and storefronts offer a selection of high quality daytime dining and shopping opportunities. In the evening, as guests emerge from our theme parks, CityWalk provides a comprehensive array of nighttime entertainment facilities, including dance clubs and live entertainment. Patrons of CityWalk can enjoy:

• A wide variety of table service restaurants including the world famous Emeril's^® Restaurant Orlando, Hard Rock Cafe^® Orlando, Jimmy Buffett's^® Margaritaville^®, Latin Quarter^®, Motown^® Cafe Orlando, NASCAR Café^TM and NBA City^®, along with numerous fast-food venues featuring various themes designed to cater to a wide variety of tastes.

• Nightclubs such as Bob Marley — A Tribute to Freedom, CityJazz^® and Pat O'Brien's^® Orlando that offer guests an array of music from reggae to blues, as well as other live entertainment and dancing; Jimmy Buffett's^® Margaritaville^®, Latin Quarter^® and Motown^® Cafe Orlando also turn into nightclubs after 11:00 p.m.

• The Hard Rock Live!^® Orlando concert venue, which has featured such acts as Elton John, Elvis Costello, Indigo Girls, Kansas, Moody Blues, Sheryl Crow, Smashing Pumpkins, Stone Temple Pilots and Sugar Ray.

• Retail stores, such as All-Star Collectibles, The Endangered Species Store^®, Fresh Produce^®, Fossil^® and Quiet Flight^® Surf Shop.

• A 20 screen movie theater which ranks second in Orlando market share.

There are 31 facilities at CityWalk. We own and operate 12 of these facilities and lease 19 to third parties and affiliated entities (four of which we operate). We also have an ownership interest in four of the entities that lease establishments from us.

Our Competitive Strengths

World-Class Entertainment Resort

We believe that we offer our guests an outstanding resort and entertainment experience with two distinct theme parks featuring live shows and technologically advanced rides and attractions. Many of our rides, such as The Amazing Adventures of Spider-Man^®, named "Best Dark Ride" by Amusement Today in 2001 and "Best Attraction" in 2000 by the Theme Park Association of America, employ a combination of motion simulation and theatrical production techniques to create exciting experiences for our guests. Our live shows, such as the Eighth Voyage of Sindbad^® and Beetlejuice's Graveyard Revue^TM feature exciting stunts and special effects. The resort experience is enhanced by the convenience of on-site hotel accommodations provided by UCF Hotel Venture and CityWalk's restaurants, stores and other amenities. We focus on guest hospitality and providing clean and well-maintained facilities with compelling food and merchandise offerings. Our increase in market share of Orlando theme park attendance from 17% in 1997 to 23% in 2002 evidences the growing popularity of Universal Orlando Resort.

Orlando, Florida Location

Our theme parks are located in Orlando, Florida, which has seven major theme parks and the largest annual theme park attendance in the United States. According to industry research, Orlando is

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the number one domestic family vacation destination and second overall vacation destination in the continental United States. Theme park attendance in Orlando has grown rapidly since 1990 from 33.8 million to an estimated 55.6 million in 2002 for a compound annual growth rate of 4.2%. This growth was driven by healthy economic conditions, industry wide marketing activities, the introduction of new theme parks and attractions and expansion of Orlando's infrastructure.

Globally Recognizable Brands

We have licenses to use the Universal name and other globally recognized movie, TV, comic and story book characters such as Spider-Man^®, The Incredible Hulk^®, Shrek^®, Jaws^® and characters from Dr. Seuss. We believe our collection of characters, brands and themes and our well-established legacy with feature-film production and Hollywood provide us with a highly effective means of attracting consumers to our theme parks.

Capital Investment

Since 1990, we have invested approximately $3.3 billion in our theme parks and resort infrastructure of which $2.2 billion was invested in connection with the opening of Islands of Adventure, CityWalk and related resort infrastructure. In addition, UCF Hotel Venture has invested over $580.0 million in its three on-site hotels. We believe that this capital investment has created a world-class theme park vacation destination with the most exciting and technologically advanced rides and attractions for our guests.

Experienced Management Team

We have assembled an experienced senior management team. Robert Gault, our President and Chief Executive Officer, has 39 years of theme park experience, including 10 years with Vivendi Universal Entertainment and its affiliates. Thomas Williams, Chairman and Chief Executive Officer of Universal Parks & Resorts, a division of Vivendi Universal Entertainment, has a substantial role in the oversight and strategic direction of Universal Orlando and was formerly our President and Chief Operating Officer. Mr. Williams is based in Orlando and has 33 years experience in the hospitality and leisure industries. Our senior management team has an average of 20 years experience and leadership in the theme park industry and we believe that our current management team's experience will help us to continue to grow our business.

Hotels

The three themed on-site hotels at Universal Orlando Resort are owned by UCF Hotel Venture, a joint venture indirectly owned 50% by Loews Hotel Holding Corp., 25% by Vivendi Universal Entertainment and 25% by Rank America, Inc. All of the hotels are managed by Loews Hotels. The Portofino Bay Hotel, a Loews hotel, is a 750-room, four-diamond property that opened in September 1999. The Hard Rock Hotel, is a 650-room property that opened in January 2001. The Royal Pacific Resort, a Loews Hotel, is a 1,000-room property that opened in June 2002. These three hotels have over 130,000 square feet of meeting space, including an 80,000 square foot meeting facility adjacent to the Royal Pacific Resort built to capitalize on Orlando's reputation as a convention destination. All three hotels are within walking distance of our two theme parks and CityWalk. The hotels, our theme parks and CityWalk are connected by a waterway with water taxi service based at CityWalk.

The hotels form an integral part of the total Universal Orlando Resort vacation experience and have been crucial in our transition from a single-day attraction into a resort destination. We are responsible for sales and marketing for the overall destination, including our theme parks, hotels, and CityWalk. Hotel guests that visit our theme parks enjoy many benefits, including:

• Express access at designated rides.

• Priority seating at all restaurants within the theme parks and at the restaurants owned or managed by us at CityWalk.

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• Ability to charge expenditures at most of the venues at our theme parks and CityWalk on their hotel room key.

• Free same-day delivery to a guest's hotel room of any purchase made by a hotel guest at our theme parks.

We have entered into long-term ground leases with UCF Hotel Venture relating to each of the hotels and derive rental revenue from those leases based on gross hotel revenues. Although we benefit from guests of these hotels visiting our theme parks and CityWalk, we obtain no significant revenue from the operation of these hotels other than rental revenue paid to us by UCF Hotel Venture.

Movie Production Facilities

In keeping with our Hollywood theme, we maintain a working television and movie production facility on our property, which we believe is the largest facility of its kind in the United States outside of Hollywood. Our movie production facility comprises nine soundstages, a backlot, a two-story building providing temporary office space and capable of housing up to 82 different tenants at any one time, and a production support services building of more than 75,000 square feet that houses approximately 13 different service providers, all offering services that support the movie production facility. Situated between Universal Studios Florida and Islands of Adventure, our movie production facility provides our guests with a first hand look at movie and television production, whether as witnesses to a shoot in the backlot or as members of a live studio audience. We believe having this facility at our theme park reinforces our strong connection with the "Universal" brand.

Our movie production facility generated revenues of approximately $2.8 million in 2002, primarily from rentals to third parties of our soundstages and backlot locations for producing commercials, music videos and television shows and pilots.

Marketing and Promotion

Our sales and marketing strategy targets families with children ten years of age or older. We also target active, outgoing people of all ages who would be motivated to attend without children. We utilize various sales and marketing channels to increase the number of visitors to our theme parks, including national television advertising, internet sales channels, our subsidiary travel company, Universal City Travel Partners d/b/a Universal Parks & Resorts Vacations, sales to timeshare operators and the establishment of national joint marketing partnerships. Our sales and marketing expense for 2002 was $72.8 million. In addition, we also benefit from significant marketing spending by corporate sponsors on our behalf.

National Television Advertising

We spend approximately $20.0 million annually on national television advertising, with our marketing activities in this area heavily weighted toward the key vacation planning period of February to May. We launched a new national marketing campaign at the beginning of 2002 to advertise Universal Orlando as "A Vacation from the Ordinary." This message continued into 2003 and was aimed at building awareness for the resort as a whole (and not just our theme parks), especially to visitors from outside of Florida. We believe the campaign was successful in driving increases in awareness, which led to attendance growth from many of our targeted markets.

Internet Sales

Approximately 35% of our theme park guests use the Internet to gather information about us and Internet sales account for approximately 6% of our pass revenue. We have made extensive modifications to our website to help ensure strong brand linkage and ease of navigation. Additionally, we are building our customer relationship management capabilities to further enhance our ability to market our message online. Through our affiliate relationship with Vivendi Universal Entertainment and USA Interactive, we are gaining access to significant Internet resources, which we believe will

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enhance our ability to deliver our marketing message to qualified households and sell more tickets to our theme parks. In 2002, we distributed more than 34 dedicated e-mail marketing newsletters that reached over four million mailboxes.

Universal Parks & Resorts Vacations

Our subsidiary, Universal Parks & Resorts Vacations (formerly Universal Studios Vacations), serves as our own travel agency and accounts for 4% of pass revenue. Universal Parks & Resorts Vacations primarily sells travel packages to consumers. This includes organizing vacation packages, including theme park passes to Universal Studios Florida and Islands of Adventure, reservations for air travel and hotel accommodations and rental car transportation. In addition, Universal Parks & Resorts Vacations operates its own travel website, operates guest service desks at more than 50 locations primarily at key hotels in Orlando and is expanding its presence on the Internet with 12 third party website relationships, such as AAA.com. In 2002, Universal Parks & Resorts Vacations accounted for approximately 9% of our annual paid admissions.

Timeshare Operators And Other Distribution Channels

A significant portion of our pass sales is generated through our relationships with timeshare operators in the Orlando area. Many timeshare operators purchase passes from us at a discounted price in order to offer those passes to consumers as a reward for taking a tour of their timeshare properties. We also sell discounted passes to timeshare operators for sale to renters of their timeshare properties. Pass sales from the timeshare sales channel approximately 12% of our annual paid admissions. A majority of these passes are sold by a small group of major timeshare operators in the Orlando area. In addition, we have several other primary distribution channels, including AAA, which has locations across North America, and accounts for approximately 3% of annual paid admissions, hotel guest service desks which account for approximately 5% of annual paid admissions and other key domestic and international travel operators.

Corporate Sponsorships

We enter into sponsorship agreements and benefit from sponsorship agreements entered into by Vivendi Universal Entertainment and its affiliates with national and international companies that provide us with significant marketing exposure but do not require significant cash expenditure on our part. The following is a brief summary of some of the major sponsorship agreements that benefit our business:

The Coca-Cola Company

The Coca-Cola Company has been granted certain designations, such as, the "Official Soft Drink" of Universal Studios Florida and Islands of Adventure, has been given exclusive marketing, advertising and associational rights in the soft drink and juice categories with respect to Universal Studios Florida, Islands of Adventure and CityWalk and has exclusive product availability with respect to soft drinks and juices sold at Universal Studios Florida, Islands of Adventure and those portions of CityWalk wholly owned or controlled by us or our affiliates. In return, Coca-Cola pays annual sponsorship fees and established a marketing fund for joint promotional activities benefiting us as well as certain other affiliates. This sponsorship agreement continues through December 31, 2012.

Kodak

The Eastman Kodak Company has been granted the right to market itself as the "Official Imaging Products" of our theme parks and CityWalk, designated as a sponsor of Woody Woodpecker's Nuthouse Coaster^® at Universal Studios Florida and The Flying Unicorn^® at Islands of Adventure and has been granted exclusive product sales, advertising and promotion rights at Universal Studios Florida, Islands of Adventure and those portions of CityWalk wholly owned or controlled by us or our affiliates. Kodak also has a right of first refusal to provide and operate all "image capturing

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businesses" at our theme parks at its sole expense plus a concession fee payable to us. In return, Kodak pays annual sponsorship fees, establishes an annual marketing fund benefiting us as well as certain other affiliates of Vivendi Universal Entertainment and has constructed image capture kiosks at our theme parks. This sponsorship agreement continues through December 31, 2005.

MasterCard

MasterCard has been granted exclusive marketing and advertising rights as the "Official Card" of our theme parks and certain other Universal properties owned by our affiliates. In return, MasterCard pays annual sponsorship fees and has committed to certain minimum marketing and promotional expenditures benefiting us as well as certain other affiliates of Vivendi Universal Entertainment. This sponsorship agreement continues through December 31, 2007.

Toyota

Toyota has been granted the right to market itself as the "Official Car of Universal Studios," has been designated as a sponsor of The Amazing Adventures of Spider-Man^® ride at Islands of Adventure and Back To The Future The Ride^® at Universal Studios Florida, and has been granted the right to display vehicles at our theme parks and CityWalk. Toyota also has a right of first refusal to sponsor special events within the car category at our theme parks. In return, Toyota pays annual sponsorship fees and established a marketing support fund benefiting us as well as certain other affiliates of Vivendi Universal Entertainment. This sponsorship agreement continues through May 14, 2004.

Competition

The Orlando theme park market is extremely competitive, with the highest concentration of theme parks per square mile in the world. There are currently five competing major theme parks in Orlando not owned by the partnership. The Walt Disney Company owns four of these: Disney's Magic Kingdom^®, Epcot^®, Disney-MGM Studios and Disney's Animal Kingdom^®. The Magic Kingdom, Disney's original Orlando theme park, targets families with young children and benefits from strong brand recognition of their flagship icon, Mickey Mouse. Epcot is a tour through the countries of the world, Disney-MGM Studios is a movie-based theme park and Disney's Animal Kingdom is an animal based theme park featuring both live and imaginary animal attractions. In addition, Anheuser Busch has a Sea World^® theme park in Orlando. Due partly to its longer operating history within the theme park industry, Disney has the highest level of unaided awareness in the theme park industry and commands the majority market share. In the past three years, however, Disney's market share has started to erode as families with older children seek more relevant theme park alternatives providing action and thrill-oriented rides and attractions.

The Orlando theme parks compete with other theme parks around the country as well as other forms of entertainment and recreation around the world. These include sports and outdoor activities and other vacation travel (cruises, beaches, etc.). Other principal competitive factors of a theme park include location, price, uniqueness and quality of the rides and attractions, entertainment value, general atmosphere and cleanliness.

Park Operations

Although our theme parks are open every day of the year, we adjust our hours of operation, as well as our staffing levels, based on expected attendance. The management of the day-to-day operation of our theme parks by our management team is overseen by our manager, Vivendi Universal Entertainment, pursuant to the terms of our partnership agreement. For a more detailed description of how we are managed see "Management" and "Description of Our Partnership Agreement."

Our theme parks contain over 20 stores for guests to purchase memorabilia, souvenirs and apparel, many of which are located at the exits for some of our most popular rides and attractions. In

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addition, carts and vending programs provide us with the ability to increase our merchandise offering to accommodate peak attendance periods. Each of Universal Studios Florida and Islands of Adventure contains one major store facility near the park exit to accommodate end-of-the-day purchases.

Pass Sales

In connection with our strategy to maximize incremental revenue and profit opportunities, we regularly review our pass price levels and mix of pass category sales to capitalize on opportunities to implement selective price adjustments and strategies. We currently offer a number of pass options to our theme park guests. A one-day pass ($51.95) entitles the guest to visit either Universal Studios Florida or Islands of Adventure for an entire day. A two-day pass ($96.95) entitles the guest to visit both of our theme parks for two full days with the ability to travel freely between the theme parks, and also includes an optional third day free for guests willing to use all three days within a 7-day period. A three-day pass ($111.95) entitles a guest to visit both of our theme parks freely over three full days at any time. The Orlando FlexTicket ($175.95) entitles a guest to visit both of our theme parks over two weeks. The Orlando FlexTicket can also be used over those same two weeks at Wet "n Wild^® and Sea World^® Orlando. There is also a five-park Orlando FlexTicket ($209.95) which also includes Busch Gardens^® Tampa Bay. We also have two annual pass options. The first annual pass option ($169.95) entitles a guest to unlimited visits to both of our theme parks for a full year with no restrictions and includes free parking. The second annual pass option ($109.95) is similar, but includes blackout dates and does not include free parking. During 2002, revenue from sales of one-day passes accounted for 55% of our revenue from pass sales, two-day passes accounted for 30% of our revenue from pass sales, three-day passes accounted for 3% of our revenue from pass sales. The Orlando FlexTickets accounted for 7% of our revenue from pass sales and both kinds of annual passes accounted for approximately 6% our revenue from pass sales. Prices are exclusive of Florida state sales tax (currently 6.5%), which is applicable to all ticket sales.

The table below sets forth certain information relating to our pass sales in 2002:

(Revenue and number of unique visitors in millions)				Total Number of Unique Visitors				Attendance Per Visitor				Average Attendance				Price				Revenue(1)
Type of pass
One-Day					4.9				1.00				4.9			$	41.19			$	201.7
Two-Day					1.5				2.12	(2)			3.1				73.45				109.1
Three-Day					0.1				2.61				0.3				75.62				9.8
Orlando FlexTicket					0.3				2.69				0.9				81.88				25.6
Annual Pass					0.2				4.03				1.0				121.05				21.2
Other(3)					0.1				2.24				0.2				N/A				(1.3	) (4)
Total					7.1				1.45	(5)			10.4			$	51.29	(5)		$	366.1

(1) Net of discounts and commissions.

(2) Reflects effect of "Third Day Free" promotion.

(3) Primarily includes VIP tour tickets and length of stay tickets sold at on-site hotels.

(4) Includes annual pass revenue deferral.

(5) Reflects weighted average.

Capital Improvements

We regularly make capital investments in new rides and attractions and in the enhancement of existing rides and attractions. We believe these investments are critical in maintaining our technologically advanced theme parks and to effectively compete with our competitors. We currently plan to spend approximately $52.5 million in 2003 in connection with capital improvements. During the nine months ended September 27, 2003, we invested approximately $39.2 million in capital improvements.

In order to ensure the creative content of Universal movies is successfully translated into our newly developed rides and attractions, a worldwide creative team from Vivendi Universal

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Entertainment, Universal Creative, provides design and oversight for all new capital initiatives in our theme parks. For our rides and attractions that are also developed for other Universal theme parks, research and development costs are allocated pro rata among the various Universal theme parks that are building the same ride or attraction. Under this arrangement we collected approximately $10.9 million from Universal Studios Japan in April 2003 related to the technology and design of The Amazing Adventures of Spider-Man^® ride. We are currently sharing with Universal Studios Hollywood and Universal Studios Japan the costs of developing Shrek 4-D^TM. We were able to reduce our expenditure by approximately $5.0 million for this attraction by way of this cost sharing.

We opened two new attractions at Universal Studios Florida during 2003: Jimmy Neutron's Nicktoon Blast^TM and Shrek 4-D^TM. We have also started construction on a new indoor coaster, Revenge of the Mummy^SM, which we plan to open in the spring of 2004. Including the benefit of our cost sharing arrangement, we estimate the total cost for these three attractions at $65.0 million, with $45.0 million being spent during 2003 and 2004.

Maintenance and Inspection

We maintain and develop our rides in accordance with standards developed by ASTM International for the design, manufacture, testing, operation, maintenance and inspection of amusement rides and devices. ASTM International is a not-for-profit organization that provides a global forum for the development and publication of voluntary consensus standards for design, materials, products, systems and services that are widely accepted within our industry. We use a computerized maintenance management system to manage our maintenance program, which includes daily, monthly and yearly inspections and extensive preventative maintenance.

Our in-house inspectors are certified by the National Association of Amusement Ride Safety Officials. Our in-house inspectors conduct regular inspections and file annual inspection affidavits with the State of Florida Department of Agriculture and Consumer Services, or the "FDA." We have a memorandum of understanding with the FDA pursuant to which our inspection and maintenance personnel conduct two consultations per year at our theme parks with FDA officials and representatives from other major Florida theme parks. During those site visits, our in-house inspectors consult with the FDA on our ride safety programs and conduct an educational seminar for the FDA inspectors on recent developments in amusement ride technology and safety. We also report certain ride injuries to the FDA pursuant to the memorandum of understanding.

Federal legislation has been proposed to grant the federal Consumer Products Safety Commission jurisdiction to regulate fixed amusement park rides and attractions. Such regulation could result in increased costs for compliance and the unavailability of rides in the event of an incident investigation.

Intellectual Property

We license the right to use a substantial number of intellectual properties as walk-around characters and as themed elements in rides, attractions, food and retail outlets as well as on merchandise developed by or for us. We have acquired the right to use the majority of this intellectual property pursuant to the terms of our partnership agreement which has been confirmed by a separate License Agreement, which we refer to as the "Universal License Agreement", with Universal Studios, Inc. and Universal City Studios LLLP, an indirect, wholly-owned subsidiary of Vivendi Universal Entertainment, and certain of their affiliates, collectively referred to as the "Universal License Parties." We also license various intellectual property rights directly from unaffiliated third parties.

The Universal License Agreement grants us a non-exclusive right to use the name "Universal" in connection with the operation of our theme parks and the non-exclusive right to use all proprietary and creative elements controlled by the Universal License Parties, including third party licensed rights. The rights under the Universal License Agreement are granted to us without cost, except for reimbursement of costs paid by the Universal License Parties to unaffiliated third parties to obtain or maintain third-party licenses, and are subject to third party contractual limitations. The Universal License Agreement also provides that we will be informed of the status of negotiations relating to potential acquisitions of proprietary creative elements for possible new attractions at our theme parks.

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Under the Universal License Agreement, our right to use the Universal name in connection with Universal Orlando continues indefinitely at no cost to us until 30 months after the date that (i) Universal CPM is no longer a wholly-owned subsidiary of Universal Studios, Inc., Vivendi Universal Entertainment or any of their respective affiliates or (ii) neither Universal CPM, Universal Studios, Inc. or Vivendi Universal Entertainment, nor any wholly-owned subsidiary of Universal Studios, Inc. or Vivendi Universal Entertainment, is a partner in or is a partner in a partnership which is a partner in us, unless otherwise consented to by Universal CPM or Universal Studios, Inc. The right to use the creative and proprietary elements controlled by the Universal License Parties continues at no cost to us, subject to third party contractual limitations, until such time as Universal Studios, Inc., Vivendi Universal Entertainment or any of their affiliates ceases to have a partnership interest in Universal City Florida Holding Co. II, our general partner, provided that such license will not expire with respect to any creative and proprietary elements then licensed to us for so long as we continue to operate our theme parks to a standard substantially consistent with the standard they were operated at the time Universal Studios, Inc. or any of their affiliates ceased to have a partnership interest in Universal City Florida Holding Co. II.

Intellectual properties licensed to us under the Universal License Agreement include the following:

• The Cat in the Hat^TM, If I Ran the Zoo^TM, One Fish, Two Fish, Red Fish, Blue Fish^TM and Caro-Seuss-el and all other Dr. Seuss-related thematic elements licensed by Dr. Seuss Enterprises.

• Shrek^® licensed by DreamWorks, LLC.

• Popeye & Bluto's Bilge-Rat Barges^® and Olive Oyl^TM licensed by King Features, as a division of The Hearst Corporation.

• The Amazing Adventures of Spider-Man^®; Doctor Doom's Fearfall^®; The Incredible Hulk Coaster^®; and Storm Force Acceletron^® licensed by Marvel Characters, Inc.

• Dudley Do-Right's Ripsaw Falls^® licensed by Jay Ward Properties.

• Various Nickelodeon elements licensed by MTV Networks including certain characters and elements used in the Jimmy Neutron's Nicktoon Blast^TM.

Our licensed intellectual property rights vary in term, some lasting for as long as the relevant attraction is operational with others expiring periodically over the next several years. The intellectual property rights granted to us pursuant to the Universal License Agreement and our other third party license agreements generally include the right to use all creative elements, trademarks, trade names and characters in theming for rides and attractions and in retail outlets, and to feature as walk-around characters. Most of our license agreements are subject to customary approval rights concerning the design of merchandise and marketing materials using the themed elements owned by the licensors. Most of our intellectual property rights, whether acquired directly or pursuant to the Universal License Agreement, require the payment of basic license and royalty fees to unaffiliated third parties on merchandise manufactured by or for us that include the licensed elements and are generally terminable if we breach by failing to maintain quality standards or use the properties in accordance with the license. While some intellectual properties used at our theme parks and the full scope of our present use of some intellectual properties may not be covered by formal licenses, we believe our rights to use these intellectual properties are secured on the basis of custom, practice and knowledge of the relevant intellectual property owners. We believe that our rights to the intellectual properties we use at our theme parks are sufficient for the current operation of our business.

The following is a brief description of some of the material license agreements entered into by Universal Studios, Inc. or its affiliates through which we sublicense the right to use certain of our themed elements:

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Dr. Seuss

Universal Studios, Inc. has a license agreement with Dr. Seuss Enterprises, L.P. pursuant to which we obtain the right to use characters owned by Dr. Seuss Enterprises. Universal Studios, Inc. has world wide theme park exclusivity for use of the Dr. Seuss elements with the proviso that Universal Studios, Inc. will not develop or operate more than three theme parks based on Dr. Seuss elements in the United States, as well as a non-exclusive license to make and sell Dr. Seuss themed merchandise. Dr. Seuss Enterprises is paid a guaranteed yearly merchandise royalty that varies with the paid attendance at our theme parks for the applicable year. The license will continue for so long as the Dr. Seuss properties are used in our theme parks and is assignable to a successor owner of theme parks containing Dr. Seuss elements.

DreamWorks

Universal Studios, Inc. has a license agreement with DreamWorks, L.L.C. pursuant to which we hold a sublicense allowing us to incorporate certain properties and elements owned or controlled by DreamWorks into our theme parks, including our attractions, live events, restaurants, costumed characters and promotional activities. We also have the right to manufacture and sell merchandise using DreamWorks elements, subject to pre-existing third-party arrangements with DreamWorks. DreamWorks has reasonable approval rights over creative and design aspects, location, advertising, promotions and merchandising in connection with properties owned or controlled by DreamWorks and used in connection with our theme parks. Under the license agreement, DreamWorks receives an annual exclusivity fee, which is off set by certain additional fees payable to DreamWorks during the relevant year. Additional fees payable to DreamWorks include: an initial permanent attraction fee; an annual fee per theme park for each permanent DreamWorks attraction after the initial year the attraction is opened (with certain increases depending on how many DreamWorks attractions are at a single theme park); an annual fee per live event based on a DreamWorks property; a one-time fee per theme park for use of certain walk-around characters and for any restaurant opened that is based on a DreamWorks theme; and fees (as negotiated between DreamWorks and us) for other uses. DreamWorks also receives merchandise royalties from DreamWorks merchandise we manufacture for sale at our theme parks. Shrek 4-D^TM is currently our only permanent attraction solely dedicated to a DreamWorks property governed by this agreement. The term of the agreement continues through 2006, with varying renewal periods.

King Features

Universal City Studios LLLP, a subsidiary of Universal Studios. Inc., has a license agreement with King Features, a division of The Hearst Corporation, pursuant to which we obtain the right to use characters, such as Popeye^®, Bluto^TM and Olive Oyl^TM. We have a license to use the King Features elements for our theme park attractions, advertising, publicity and marketing, subject to reasonable approval rights of King Features, until 2019, with options to renew in ten-year successive increments so long as we continue to operate a Popeye themed attraction. The license is assignable and Universal City Studios LLLP has theme park exclusivity within the United States and Canada with respect to the use of the characters and a non-exclusive right to manufacture and sell related merchandise. King Features receives an annual fee, of which 50% is considered an advance guarantee against a merchandise royalty.

Marvel

Universal Studios, Inc. has a license agreement with Marvel Characters, Inc. pursuant to which we hold a sublicense to use properties and elements owned by Marvel. Marvel receives an annual license fee and a guaranteed annual royalty fee for all merchandise themed with Marvel characters. Pursuant to the license agreement, the Marvel properties are entitled to certain levels of advertising and publicity in connection with the marketing of our theme parks. Our use of the Marvel elements for theming, promotions and other purposes are subject to Marvel's reasonable approval. We have geographical exclusivity east of the Mississippi River with regard to the specific Marvel characters we utilize. The license for the Marvel properties does not prohibit its assignment and is for the duration of our use of attractions themed around Marvel characters.

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Seasonality

Our business is seasonal. Though the weather in Orlando allows us to admit customers every day of the year, our attendance follows a seasonal pattern which coincides closely with holiday and school schedules. We address this seasonality by attempting to attract business during non-peak times and by reducing variable expenses during non-peak times.

We attempt to increase attendance during traditionally slow months in a number of ways. For instance, we try to increase attendance by local customers by coordinating special events. Halloween Horror Nights^® in October covers approximately 20 nights and significantly increases our local attendance. In another effort to boost local attendance and mitigate the effects of seasonality, we host our Mardi Gras special event every Friday and Saturday from late February to early April and every day for two weeks in April. Other initiatives include renting the parks to corporate customers for after-hour events, providing discount ticket offers to Florida residents and packaging hotel-inclusive special deals to stimulate customers who do not live in the Orlando area but are close enough to drive.

We also attempt to reduce variable expenses by making a number of operational adjustments during non-peak periods. For example, we reduce our operating hours based on anticipated attendance, opening at 9 a.m. and closing as early as 5 p.m. Also, attractions, shows, restaurants and stores are operated at reduced capacity.

We also carefully tailor our staffing levels. For example, we only hire enough full-time employees to provide a full schedule during our non-peak periods. Increased labor requirements are handled through casual and seasonal employees, overtime and other approaches, such as having our full-time employees who do not normally work in the park, such as our maintenance and support staff, fulfill shifts in the parks during peak times, or hiring employees from retirement communities. We also minimize our labor requirements by categorizing days, for purposes of staffing, based on estimated attendance at our theme parks. For each potential operating hour combination we have low, medium and high attendance levels, and we develop staffing grids to meet the capacity requirements of each particular situation.

Insurance

We are provided with insurance of the types and in amounts that we believe adequately protect our interests within the constraints of insurance market availability and pricing by Vivendi Universal Entertainment for which we are allocated charges for premium payments, which are generally less expensive than what we could otherwise obtain on a standalone basis. The insurance includes multi-layered general liability policies that presently provide for excess liability coverage of up to $400.0 million per occurrence. Our self-insured retention varies from year to year based upon a financial analysis of then current premiums and cost of capital. The insurance also includes fire and extended coverage, workers' compensation, terrorist, business interruption and other forms of insurance of types and in amounts typical for businesses in this industry. The fire and extended coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. We also maintain a directors' and officers' liability insurance policy for our officers and directors while serving us in that capacity. This policy provides personal asset protection to individuals insured when we are otherwise unable or prohibited from indemnifying them for liabilities arising as a result of their service to us in their capacities as an officer or director.

Environmental and Other Regulations

We are subject to various federal, state and local environmental laws and regulations governing water discharges, air emissions, soil and groundwater contamination, the installation and operation of underground and above ground storage tanks and the disposal of waste and hazardous materials.

In addition, our operations are subject to other federal, state and local governmental regulations including labor, health, safety, zoning and land use and employment regulations applicable to theme park operations, and local and state regulations applicable to restaurant operations and alcoholic

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beverage service. In particular, our rides and facilities are subject to the Americans with Disabilities Act. On September 3, 2002, the Architectural and Transportation Barriers Compliance Board published new guidelines under the Americans with Disabilities Act to address access for persons with disabilities in recreational facilities, including rides and attractions within amusement park facilities. The guidelines are not mandatory but may serve as a minimum baseline for enforceable standards maintained by the Department of Justice. Representatives of Universal Orlando participated in an industry committee which participated in developing these guidelines and we are including them in our new construction requirements.

In November 2002, Florida voters adopted a constitutional amendment prohibiting smoking in an enclosed indoor workplace, other than stand-alone bars. As required by the amendment, the Florida legislature adopted a law enforcing the amendment, which became effective July 1, 2003. We believe that the law applies to most CityWalk nightclubs and restaurants that convert to nightclubs after 11p.m. We do not believe this will have a material impact on our business.

We believe that we are in substantial compliance with applicable environmental and other laws and regulations and, although no assurances can be given, we do not foresee the need for any significant expenditures for this purpose in the near future.

Properties

Universal Studios Florida, Islands of Adventure, CityWalk, our film production studios, our guest parking structures, our employee parking lots, our executive offices and various administrative buildings as well as extensive landscaping and water systems, are located on 443 acres which we own in Orlando, Florida. In addition, we own approximately 107 acres on which the three themed hotels are located which are leased to UCF Hotel Venture under a long-term ground lease.

We have approximately 136 acres of undeveloped land which has planning approval for two future hotels. The development of hotels on these vacant sites can occur anytime after July 1, 2004, and is subject to a right of first refusal by Loews Hotels to participate in the development. In addition, we have approximately 21 acres of additional undeveloped land which is currently being held for sale.

On May 29, 2003, we sold approximately 81 acres of undeveloped land. The cost basis of the land equaled approximately $13.9 million. In connection with this sale, we recorded a loss of approximately $1.4 million. The proceeds from the land sale were used to prepay additional principal under our senior credit agreement.

We lease four off-site retail stores, two stores at the Orlando Airport and two stores at area outlet malls. In addition, we lease off-site office and warehouse space of approximately 280,000 square feet for merchandise inventory and entertainment props as well as 25,000 square feet for the manufacture of replacement prosthetic skins for some of our attractions.

Legal proceedings

The following is a brief description of various claims, proceedings and lawsuits recently resolved or currently pending against us.

The general contractor for Seuss Landing^TM at Islands of Adventure filed suit against us in July 2000 in the Ninth Judicial Circuit Court of Orange County, Florida alleging breach of its construction contract and seeking damages in excess of $25.0 million and foreclosure of its lien against the project. The general contractor later voluntarily reduced its lien claim to $20.6 million. We have denied the substantive allegations of the claim and have filed a counterclaim alleging fraudulent lien, breach of contract, breach of releases and other counts. The general contractor has since amended its complaint to add additional parties and to include an action for fraudulent inducement against us. We plan to deny the substantive allegations. Discovery in the case is ongoing and the case has not been set for trial. We currently anticipate mediation in early 2004.

In addition, we are subject to a number of claims asserted against us by design firms, contractors and subcontractors in connection with the completion of the construction of Islands of Adventure and related support facilities. These claims are for alleged extra work, alleged costs incurred due to

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extended project duration, alleged acceleration and similar causes of action. We have provided what we believe to be adequate reserves in our financial statements in connection with these claims. These amounts will be adjusted on a periodic basis as additional facts and circumstances warrant.

Marvel Characters, Inc., or "Marvel," filed a demand for arbitration in 2002 seeking unspecified damages for our alleged breach of the license agreement pursuant to which we use the Marvel name and characters at our theme parks. Marvel specifically alleged that we breached the agreement by failing to include Marvel names and characters as a significant focus of our marketing efforts and to include such names and characters in at least $100.0 million of fair value of marketing exposure during the initial two years of operation and the pre-opening period of Islands of Adventure. Marvel also alleged failure to meet certain minimum product purchase guarantees during the same period. We denied all of the material allegations by Marvel and asserted numerous affirmative defenses. The arbitration ruling was issued during July 2003. The ruling was favorable to us relative to our use of Marvel Elements in our marketing efforts. However, the ruling did require us to pay approximately $600,000, including interest, related to the timing of our purchase of product with respect to the product purchase guarantee. Accordingly, this ruling did not have a material impact on our consolidated financial position or results of operations.

On July 16, 2003 Marvel served a Demand for Arbitration for two additional claims. Marvel specifically alleged that we failed to include Marvel Elements in at least 20% of our marketing exposure during the third and fourth years subsequent to the opening of Islands of Adventure. In the second claim, Marvel alleged that we breached our license agreement with Marvel by failing to offer Marvel the Compensation Alternative, as defined in the license agreement, and failing to honor Marvel's election of the Compensation Alternative. Marvel is also seeking discovery of any other financial arrangements with licensors at Islands of Adventure that might be relevant to the Compensation Alternative. The arbitration panel and hearing dates have not yet been established. We have denied all of the material allegations by Marvel and asserted various affirmative defenses. We do not currently believe it is probable that resolution of this matter will have a material impact on our consolidated financial position or results of operations.

We are threatened with or involved in various other legal actions and claims incidental to the conduct of our business, none of which we believe would have a significant impact on our financial position or results of operations.

Employees

As of September 27, 2003, we had approximately 12,900 employees on our payroll of whom approximately 11,900 were hourly employees and approximately 1,000 were salaried employees. Eleven of our full-time employees, including six of our executive officers, are employed and compensated by Universal Studios, Inc., an affiliate of our manager Vivendi Universal Entertainment but they work for us in operating Universal Orlando. We reimburse Vivendi Universal Entertainment or its affiliates for the value of any compensation paid to such employees allocated to us by Vivendi Universal Entertainment. We have in the past loaned certain of our full-time employees to other theme parks affiliated with Vivendi Universal Entertainment theme parks to assist in their grand openings and may continue to do so if any such theme parks open in the future. For a further explanation of some of these arrangements, see "Management" and "Certain Relationships and Related Party Transactions." We currently have no employees that belong to a union. We consider relations with our employees to be good.

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Management

Pursuant to the terms of our partnership agreement, we are governed and managed by our general partner through a six-member committee of representatives of the partners of our general partner, known as the Park Advisory Board. Three members of the Park Advisory Board are designated by Blackstone and three are designated by Universal CPM. Our general partner has the exclusive right to manage and control us and may execute documents, instruments and agreements on our behalf. All actions of the Park Advisory Board must be approved by the representatives of both Blackstone and Universal CPM (except when the capital account balance of either Blackstone or Universal CPM is half that of the other, then the partner with the greater capital account balance is entitled to exclusively govern and manage us for so long as its capital account balance is twice that of the other partner).

Our partnership agreement provides for Vivendi Universal Entertainment to manage the day-to-day operation of our theme parks subject to the supervision and oversight of the Park Advisory Board.

We employ most of our executive officers and employees. However, some of our executive officers and certain of our employees are employed by our manager, Vivendi Universal Entertainment, or its affiliates and their services are provided to us through reimbursement arrangements. See "Certain Relationships and Related Party Transactions — Transactions with Our Partners — Reimbursement of Our Manager's Costs" for a more complete description of this relationship.

Set forth below is certain information regarding the members of the Park Advisory Board, our executive officers and certain other key employees. In this prospectus, "Universal Orlando" refers to the business conducted by UCDP.

Name				Age				Position
Thomas L. Williams					55			Universal CPM representative, Park Advisory Board
Glenn J. Gumpel					56			Universal CPM representative, Park Advisory Board
Michael E. Corcoran					52			Universal CPM representative, Park Advisory Board
Howard A. Lipson					39			Blackstone representative, Park Advisory Board
David A. Stonehill					34			Blackstone representative, Park Advisory Board
Jon M. Barnwell					29			Blackstone representative, Park Advisory Board
Robert K. Gault, Jr.(1)					59			President and Chief Executive Officer, Universal Orlando
Wyman T. Roberts(1)					44			Executive Vice President and Chief Marketing Officer, Universal Parks & Resorts
Michael J. Short(1)					42			Executive Vice President and Chief Financial Officer, Universal Orlando
John R. Sprouls(1)					45			Executive Vice President, Chief Human Resources Officer, Universal Parks & Resorts
Richard E. Costales(1)					51			Senior Vice President, Park Operations, Universal Orlando
Richard T. Florell					55			Senior Vice President and General Manager Resort Revenue Operations, Universal Orlando
Peter C. Giacalone(1)					52			Senior Vice President, Business Development, Universal Parks & Resorts
Gretchen Hofmann					42			Senior Vice President, Sales and Marketing, Universal Orlando
Michael R. Mehlhorn					42			Senior Vice President, Technical Services, Universal Orlando
Stuart H. Sherman					48			Senior Vice President, Entertainment, Universal Orlando
Charles L. Glass					63			Vice President, Treasurer, Universal Orlando
Catherine A. Roth					46			Vice President of Legal Affairs, Universal Orlando
Tracey L. Stockwell					39			Vice President Finance and Controller, Universal Orlando

(1) Employed by Vivendi Universal Entertainment or one of its affiliates.

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Thomas L. Williams has been a member of the Park Advisory Board since October 1999. Mr. Williams has been Chairman and Chief Executive Officer of Universal Parks & Resorts, a division of Vivendi Universal Entertainment since 1999. Prior to holding that position, Mr. Williams served as our President and Chief Operating Officer since 1990. Prior to joining Universal Orlando in 1987 he was Vice President of Hotels and Restaurants for Yosemite National Park.

Glenn J. Gumpel has been a member of the Park Advisory Board since August 1997. Mr. Gumpel is President of International & Global Business Affairs of Universal Parks & Resorts, a division of Vivendi Universal Entertainment. From 1997 to 1999, he served as Executive Vice President and Chief Administrative Officer of Universal Parks & Resorts. Prior to holding that position, he was Executive Vice President, Business and Legal Affairs of Vivendi Universal Entertainment from 1995 to 1997. Prior to joining Vivendi Universal Entertainment, Mr. Gumpel was an Executive Director of The Directors Guild of America.

Michael E. Corcoran has been a member of the Park Advisory Board since January 2003. Mr. Corcoran has been Executive Vice President, Chief Administrative and Chief Financial Officer of Universal Parks & Resorts since 1999. Prior to holding that position he served as our Executive Vice President and Chief Financial Officer since 1998.

Howard A. Lipson has been a member of the Park Advisory Board since July 2000. Mr. Lipson is a Senior Managing Director at The Blackstone Group L.P., which he joined in 1988. Prior to joining The Blackstone Group L.P., Mr. Lipson was a member of the Mergers and Acquisitions Group of Salomon Brothers, Inc. He currently serves as a Director of Ritvik Holdings Inc., Allied Waste Industries, Volume Services America, Inc., Columbia House Holdings, Inc. and Graham Packaging Company.

David A. Stonehill has been a member of the Park Advisory Board since February 2003. Mr. Stonehill is a principal at The Blackstone Group L.P., which he joined in 2000. Prior to joining The Blackstone Group L.P., Mr. Stonehill served as a senior vice president at Chartwell Investments since 1996. He currently serves as a Director of Columbia House Holdings, Inc. and Graham Packaging Company.

Jon M. Barnwell has been a member of the Park Advisory Board since March 2002. Mr. Barnwell is an associate at The Blackstone Group L.P., which he joined in 1997. Mr. Barnwell currently serves as a Director of Great Lakes Transportation LLC.

Robert K. Gault, Jr. has been our President and Chief Executive Officer since July 2003. Since 2002, Mr. Gault was our President and Chief Operating Officer after serving as acting President and Chief Operating Officer since 2001. From 1996 to 2001, he served as Executive Vice President and Chief Operating Officer of Universal Studios Japan. Prior to that time period, Mr. Gault served as President and Chief Operating Officer of Universal Studios Hollywood, with responsibility for the operation of both the theme park and the CityWalk entertainment complex. Prior to joining Vivendi Universal Entertainment, Mr. Gault worked for Anheuser Busch.

Wyman T. Roberts has been Executive Vice President and Chief Marketing Officer of Universal Parks & Resorts, a division of Vivendi Universal Entertainment, since 2001. Prior to joining Vivendi Universal Entertainment, in 2001, he was Executive Vice President of Marketing for Red Lobster Restaurants, where he was responsible for advertising, market research, menu and food development and menu services.

Michael J. Short has been our Executive Vice President and Chief Financial Officer since 2000 and was our Vice President of Financial Planning and Analysis from 1997 to 1998. From 1998 to 2000, Mr. Short served as Vice President of Strategic Planning and Mergers and Acquisitions for The Seagram Company. From 1992 to 1997, Mr. Short held various finance positions at Seagram. Mr. Short graduated from the United States Naval Academy in 1982 and earned an MBA from Columbia University in 1991.

John R. Sprouls has been our Executive Vice President, Chief Human Resources Officer since 1999. Prior to that, Mr. Sprouls served as our Senior Vice President of Administration from 1997 to

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1999, and our Vice President of Human Resources from 1996 to 1997. Prior to joining us in 1996, Mr. Sprouls held various Human Resource roles within The Seagram Company, Ltd., including Senior Vice President of Human Resources for the Seagram Spirits and Wine Group from 1991 to 1996.

Richard E. Costales has been our Senior Vice President, Park Operations since 1994. From 1991 to 1994, he served as our Vice President of Operations. Prior to 1991, Mr. Costales was our Director of Operations.

Richard T. Florell has been our Senior Vice President and General Manager, Resort Revenue Operations since 2003. From 2000 to 2003, Mr. Florell was Senior Vice President and General Manager of CityWalk and Resort Shared Services. From 1995 to 2000 Mr. Florell was Vice President of CityWalk. Prior to joining us in 1995, Mr. Florell was Vice President of Specialty Entertainment Centers at Walt Disney World, which included Pleasure Island, Disney's Village Marketplace, Resort Retail Operations, Resort Entertainment and Development of Downtown Disney.

Peter C. Giacalone has been Senior Vice President, Business Development, Universal Parks & Resorts, a division of Vivendi Universal Entertainment since 1997. A portion of Mr. Giacalone's time is allocated to us. From 1994 to 1996, Mr. Giacalone was our Vice President Business Administration. Prior to holding that position he served as our Director Business Administration from 1991 to 1993. Prior to holding that position, he served as our Assistant Controller from 1987 to 1990.

Gretchen Hofmann has been our Senior Vice President, Sales and Marketing since 2003. From 2001 to 2003, Ms. Hofmann was our Senior Vice President, Marketing. From 1993 to 2001, she worked for Tricon Global Restaurants, formally known as PepsiCo in a number of capacities, in the U.S. and internationally including vice president of marketing for the Taco Bell Corp., from 1998 to 2001. Prior to joining PepsiCo, Ms. Hofmann served in a variety of capacities for BBDO New York, ultimately serving as Vice President Account Supervisor for the Polaroid and Pizza Hut accounts.

Michael R. Mehlhorn has been our Senior Vice President, Technical Services since 2002. From 1996 until 1999, he served as Director Technical Services for Islands of Adventure and from 1999 until 2002 as our Vice President Technical Services. Prior to joining us in 1996, Mr. Mehlhorn was senior manager of technical services for Walt Disney World. Mr. Mehlhorn is a member of ASTM Committee F-24 for Amusement Rides and Devices and a National Association of Amusement Ride Safety Officials Level 3 Inspector.

Stuart H. Sherman has been our Senior Vice President, Entertainment since 1997. From 1993 to 1997, he served as Vice President of Entertainment. Prior to that position he was the Director of Entertainment. Prior to joining us, Mr. Sherman was Director of Entertainment for Bally's Casino-Resort in Nevada.

Charles L. Glass has been our Vice President of Finance and Treasurer since 1998. From 1988 to 1998, Mr. Glass held two positions, our Controller and our Vice President of Finance and Controller. Prior to joining us, Mr. Glass was Vice President Finance and Chief Financial Officer for Florida Express Inc. Prior to that he was senior vice president and controller for Trans World Airlines, Inc. Mr. Glass received a B.A. in accounting from Duke University and is a Certified Public Accountant in North Carolina.

Catherine A. Roth has been our Vice President of Legal Affairs since February 2001. From 2000 until 2001, she served us as Senior Director, Legal and Business Affairs, from 1992 until 2000 as Director, Legal and Business Affairs and from 1990 to 1992 as Senior Attorney. Prior to holding those positions, she worked for Merhson, Sawyer, Johnston, Dunwody & Cole and Finley, Kumble, Wagner, Heine, Underberg, Manley and Casey in Miami, Florida. Ms. Roth received her J.D. from the University of Miami.

Tracey L. Stockwell has been our Vice President of Finance and Controller since 2000. From 1999 to 2000, she served as our Senior Director of Finance. From 1997 to 1999, she was a Director of Finance. Prior to that position Ms. Stockwell was a senior manager for Price Waterhouse in Orlando. Ms. Stockwell received a B.Com from the University of Windsor, Ontario and is a licensed Certified Public Accountant in Florida.

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Audit Committee

The current members of our audit committee are Jon M. Barnwell and Michael E. Corcoran. Mr. Barnwell and Mr. Corcoran have both been members of the audit committee since August 2003.

Compensation Of Executive Officers

Summary Compensation Table

The following table sets forth the compensation during 2002 awarded to, earned by or paid to our Chief Operating Officer and each of our four other most highly compensated executive officers as of December 28, 2002.

				Annual Compensation												Long-Term Compensation
Name And Principal Position				Salary ($)				Bonus($)				Other Annual Compensation ($)(1)				Securities Underlying Options (#)				All Other Compensation ($)(3)
Robert K. Gault, Jr.(2) President and Chief Operating Officer, Universal Orlando				$	480,838			$	100,500				—				—			$	50,588
Wyman T. Roberts(2) Executive Vice President and Chief Marketing Officer, Universal Parks & Resorts					195,851				115,400				—				—				15,319
Michael J. Short(2) Executive Vice President and Chief Financial Officer, Universal Orlando					312,062				58,030				—				—				30,559
Gretchen Hofmann Senior Vice President, Sales and Marketing, Universal Orlando					302,193				95,000				—				—				6,628
Fred J. Lounsberry(2) Senior Vice President, Sales, Universal Parks & Resorts					282,191				52,470				—				—				31,164

(1) Amounts totaling the lesser of either $50,000 and 10% of the total of the annual salary and bonus reported for the named executive officer have been omitted.

(2) Mr. Gault, Mr. Roberts, Mr. Lounsberry and Mr. Short are employees of Universal Studios, Inc., an affiliate of our manager, Vivendi Universal Entertainment, and we reimburse Vivendi Universal Entertainment or its affiliates for the pro rata cost of their employment compensation based on the time they spend working on UCDP matters. In 2002, we reimbursed Vivendi Universal Entertainment or its affiliates for 100% of the cost of Mr. Gault's and Mr. Short's employment compensation, 90% of the cost of Mr. Lounsberry's employment compensation and 50% of the cost of Mr. Robert's employment compensation. Amounts set forth in the above table represent amounts we reimbursed Vivendi Universal Entertainment or its affiliates with respect to the applicable executive officer.

(3) The amounts shown in this column include the following:

(i) Vivendi Universal Entertainment maintains a pension plan for employees (including Messrs. Gault, Roberts, Short and Lounsberry) of Vivendi Universal Entertainment and certain other U.S. subsidiaries. The pension plan applies annual contribution credits as a percent of pay and annual fixed interest rate credits to participants' account balances. In 2002 the cost of these contributions was $20,906 in the case of Mr. Gault, $5,727 in the case of Mr. Roberts, $11,453 in the case of Mr. Short and $17,245 in the case of Mr. Lounsberry.

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(ii) Vivendi Universal Entertainment maintains an executive supplemental pension plan to provide additional payments on an unfunded basis to certain managers and executives (including Messrs. Gault, Roberts, Short and Lounsberry). In 2002 the cost of these contributions was $26,000 in the case of Mr. Gault, $7,000, in the case of Mr. Roberts, $11,906 in the case of Mr. Short and $13,920 in the case of Mr. Lounsberry.

(iii) Vivendi Universal Entertainment also matches contributions made by employees under the Vivendi Universal Entertainment 401(k) Plan. In 2002 the cost of these contributions was $3,682 in the case of Mr. Gault, $2,592 in the case of Mr. Roberts and $7,200 in the case of Mr. Short.

(iv) We match contributions made by employees under our deferred compensation plan. In 2002 the cost of these contributions for Ms. Hofmann was $6,173. We also maintain a program of life and disability insurance generally available to all salaried employees on the same basis.

Employment Agreements

Mr. Robert K. Gault, Jr., Mr. Wyman T. Roberts and Mr. Michael J. Short are parties to employment agreements with Universal Studios, Inc., an affiliate of our manager, Vivendi Universal Entertainment, and Ms. Gretchen Hofmann is a party to an employment agreement with us. The following summaries of the material provisions of the employment agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, all provisions of each described agreement.

Robert K. Gault, Jr.

Pursuant to an employment agreement with Universal Studios, Inc., Mr. Gault serves as President and Chief Executive Officer, Universal Orlando for Universal Parks & Resorts. The term of the agreement continues through April 30, 2005, and if Universal Studios, Inc. continues Mr. Gault's employment beyond the expiration of the term without having entered into a new contract, such employment will be "at will." Under the agreement, Mr. Gault receives a base annual salary and is eligible to participate in Universal Orlando's Long Term Growth Plan and other benefit plans that are generally available to employees of Universal Studios, Inc. In the event of termination for cause or in the case of death, Mr. Gault or his estate would be entitled to receive a payment of accrued but unpaid base salary due to him through the termination date or the date of death, as well as other unpaid amounts due to him under company benefit plans or programs. In the event of involuntary termination (or termination without cause), Mr. Gault is entitled to receive his base salary and benefits, with the exception of certain specified types of plans, through the expiration of the term of the agreement, so long as he continues to adhere to the covenants in his employment agreement, which include not to disclose confidential or proprietary information, not to become engaged with a competitive business and not to induce Universal Studios, Inc.'s employees, consultants or representatives to leave their employment or to work for competitors.

Wyman T. Roberts

Pursuant to an employment agreement with Universal Studios, Inc., Mr. Roberts serves as Executive Vice President of Marketing for Universal Parks & Resorts. The agreement continues through January 22, 2004, and Universal Studios, Inc. has an option to renew the agreement for a period of two years ending on January 22, 2006. Any employment that continues beyond the term and without an extension of the contract will be "at will." In addition to his base annual salary, the agreement provides for a retention bonus in the amount of $325,000, of which $125,000 was payable upon execution of the agreement in January 2001, $100,000 was payable in February 2002 and $100,000 was payable in February 2003. Mr. Roberts is also qualified to participate in an annual incentive plan, a stock incentive plan and other general benefit plans. Under the termination provisions of the agreement, Mr. Roberts is entitled to accrued but unpaid base salary and other unpaid benefits in the event of termination for cause or in the event of death. In the case of a termination without cause, Mr. Roberts would continue to receive base salary and certain categories of benefits through the expiration of the term of the agreement, provided that he continued to adhere to certain provisions in his employment agreement, which include confidentiality, non-competition and non-solicitation covenants.

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Michael J. Short

Mr. Short has entered into an employment agreement with Universal Studios, Inc. that continues through August 31, 2005, and will be "at will" if there are no extensions. Under the agreement, Mr. Short serves as our Executive Vice President & Chief Financial Officer. In addition to receiving a base salary, Mr. Short is eligible to participate in Universal's annual incentive plan, the Vivendi Universal stock option plan and other benefit plans that are generally available to employees of Universal Studios, Inc. In the event of termination for cause, Mr. Short receives accrued but unpaid base salary due through the termination date and other unpaid amounts due under benefit plans or programs. In the event of involuntary termination, Mr. Short's base salary and benefits (with the exception of certain specified types of plans) will continue through the expiration of the term of the agreement, provided that he continues to adhere to certain provisions under the agreement including the confidentiality, non-compete and non-solicitation covenants. If there is a termination due to death or disability, in addition to receiving his accrued but unpaid salary and benefits for the periods set forth in the agreement, Mr. Short would also be entitled to a pro rata portion of his bonus for the year of termination.

Gretchen Hofmann

We have an employment agreement with Ms. Hofmann for her services as Senior Vice President, Marketing. This agreement continues through March 18, 2005, and we have an option to renew the agreement for a period of two years ending on March 18, 2007. Under the employment agreement, Ms. Hofmann may be terminated "for cause," which includes a material failure to perform her duties or failure to comply with our policies, or in the event she has suffered a permanent and total disability preventing her from performing her duties. Ms. Hofmann is eligible to receive a target incentive bonus of 30% of base salary. Ms. Hofmann's benefits also include participation in the Universal Orlando 401(k) plan and the Vivendi Universal stock option program. Pursuant to the employment agreement, Ms. Hofmann is subject to a standard employee confidentiality and non-disclosure agreement.

Long-Term Growth Plan

Our Long-Term Growth Plan provides key employees the opportunity to benefit from our growth in value. Currently, employees who are eligible to participate in the plan are limited to our Executive Committee members, our business unit heads and a select group of our Universal Parks & Resorts senior executives. Under the plan, which is administered by the Park Advisory Board, each participant will be granted one or more value appreciation rights ("VARs") that will be triggered and will automatically become exercisable and payable upon the earlier of January 1, 2005 or a change in our ownership interest. The value of a VAR will generally be based on the growth in market value of the equity interests of the ownership partners (Blackstone and Universal CPM) in Universal Orlando. A pool will be established for valuing the VARs and such pool will be equal to 2% of the growth in our equity value. The value of a VAR will be calculated by dividing the total pool value by the total number of outstanding VARs. Under the plan, all awards will be paid in cash. If a participant ceases to be employed by reason of retirement, disability, death or termination (other than for cause), any VARs earned will continue under the plan and will be pro-rated. Where there has been termination (other than for cause), the participant will not be allowed to receive payout under the plan if that party has not been an active participant in the plan for at least six months. If a person ceases to be employed by us or Universal Parks & Resorts for reasons other than retirement, disability, death or termination (other than for cause), any rights under the plan and all VARs granted will be canceled.

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Certain Relationships and Related Party Transactions

Transactions with Our Partners

Vivendi Universal Entertainment's Special Fee

Under our partnership agreement, a "special fee" is payable monthly to Vivendi Universal Entertainment for expertise in operating a theme park business. The special fee is calculated at 5% of certain gross operating revenues, as defined in our partnership agreement, generated from each of Universal Studios Florida and Islands of Adventure. For a more detailed explanation see "Description of Our Partnership Agreement - Vivendi Universal Entertainment's Special Fee." For 2000, 2001, 2002 and the nine months ended September 27, 2003, the special fee payable to Vivendi Universal Entertainment was $32.7 million, $29.2 million, $29.4 million, and $23.8 million, respectively. Under the terms of our partnership agreement, fees related to revenue derived from operations of Islands of Adventure have been deferred, since its opening in 1999, until equity distributions to Blackstone, as general partners in Universal City Florida Holding Co. II, from operating profits generated from Islands of Adventure, total an amount equal to $234.7 million. In addition, under our existing senior credit agreement, fees related to revenue derived from operations of Universal Studios Florida have also been deferred since July 2000. Interest is compounded monthly on the outstanding amount of the deferred special fees at the prime rate. As of December 29, 2001, December 28, 2002 and September 27, 2003, deferred fees and accrued interest payable to Vivendi Universal Entertainment totaled $68.6 million, $101.9 million and $129.2 million, respectively. Pursuant to certain subordination agreements, the special fees may not be paid if there is an event of default (or to the knowledge of our officers a default) under our credit agreements or the notes.

Reimbursement of Our Manager's Costs

Our manager, Vivendi Universal Entertainment, provides us with goods and services relating to the management and operation of our theme parks, the costs of which are reimbursed to Vivendi Universal Entertainment under the terms of our partnership agreement. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total amount of costs we incurred to Vivendi Universal Entertainment for goods and services relating to the management and operation of our theme parks under the terms of our partnership agreement was $25.6 million, $29.4 million , $31.0 million and $29.9 million, respectively. Goods and services provided by Vivendi Universal Entertainment include:

• Insurance – an affiliate of our manager, Vivendi Universal S.A., obtains blanket insurance coverage for all the theme parks it owns or operates. These insurance programs provide broader coverage and lower annual premiums than we could purchase on a standalone basis. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the cost of insurance coverage allocated to us was $6.2 million, $8.0 million and $11.5 million and $10.2 million, respectively.

• Creative Services – Vivendi Universal Entertainment's creative group designs new rides and attractions for all theme parks owned or operated by Vivendi Universal Entertainment. Costs for the creative group, which includes salaries, benefits and direct costs incurred on our behalf, are allocated to the theme parks based on actual time spent and therefore can vary from year to year. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the costs of the creative group allocated to us were $6.1 million, $4.4 million, $3.2 million and $6.3 million, respectively.

• Merchandise – Vivendi Universal Entertainment manages the design and procurement of merchandise for all theme parks it owns or operates to leverage purchasing power and supplier relationships and efficiencies. Vivendi Universal Entertainment allocates the cost of the merchandise management to the theme parks based upon relative merchandise revenues. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the costs of merchandise management allocated to us were $3.4 million, $3.3 million, $2.3 million and

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$2.7 million respectively. In addition, we purchase merchandise directly from Vivendi Universal Entertainment from time to time based upon specific needs. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, these purchases amounted to $297,000, $649,000, $530,000 and $737,000, respectively.

• Shared Executive Salaries – a number of our senior executives are employees of Vivendi Universal Entertainment or its affiliates. Vivendi Universal Entertainment allocates the full cost of the amount of time dedicated to our activities by each employee. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total amount of these costs allocated to us was $4.3 million, $4.1 million, $5.0 million and $3.4 million, respectively.

• General Overhead – We also reimburse Vivendi Universal Entertainment for certain other costs it incurs in providing corporate support services for managing our theme parks. These costs relate to finance, tax and legal services, international marketing, information systems and overhead. In addition, Vivendi Universal Entertainment and its affiliates enter into sponsorship agreements with various corporate partners that benefit the theme parks it owns or operates. Revenues and expenses are equitably allocated to the theme parks by Vivendi Universal Entertainment. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total amount of these costs allocated to us was $5.3 million, $9.0 million, $8.5 million and $6.6 million, respectively.

Advisory Services Agreement

In July 2002, we entered into an Advisory Services Agreement with Vivendi Universal Entertainment and Blackstone Management Partners L.P. Under the terms of the Advisory Services Agreement each of Vivendi Universal Entertainment and Blackstone Management Partners L.P. has agreed to provide us with advisory and consulting services in connection with the ongoing strategic and operational oversight of our affairs in such areas as financing structures, public and private offerings of debt and equity securities and property dispositions and acquisitions. Vivendi Universal Entertainment and Blackstone Management Partners L.P. will each receive an annual advisory fee of $1.25 million. To the extent Vivendi Universal Entertainment's special fee can be paid under the terms of our partnership agreement and our senior credit agreement, then that fee will be paid before the advisory fee. In 2002, this fee was paid to both Vivendi Universal Entertainment and Blackstone Management Partners L.P. In the nine months ended September 27, 2003, we accrued $1.9 million for the advisory fee.

Partner Distribution

On May 28, 2003, we paid a $10.0 million distribution to our partners.

Transactions with UCF Hotel Venture

Vivendi Universal Entertainment indirectly owns 25% of UCF Hotel Venture, which owns the three hotels at Universal Orlando Resort. We have a separate long-term ground lease relating to each hotel with UCF Hotel Venture. Under the leases, UCF Hotel Venture pays us rent based upon 1% of gross hotel revenues. In 2000, 2001, 2002, and in the nine months ended September 27, 2003, the rent earned by us under the leases was $0.7 million, $1.0 million, $1.4 million and $1.4 million, respectively. Hotel guests may charge theme park passes, food, beverage and merchandise sold at our theme parks and food, beverage, merchandise and entertainment services sold at CityWalk venues owned or operated by us to their hotel room account by presenting their room key. We then collect this revenue by billing UCF Hotel Venture. In 2000, 2001, 2002, and in the nine months ended September 27, 2003, total hotel room key charges from UCF Hotel Venture were $2.1 million, $5.4 million, $7.6 million and $6.5 million, respectively.

Reciprocal Covenants and Easement Agreement

Under a Reciprocal Covenants and Easement Agreement, we are required to provide bus and boat transportation for hotel guests between our theme parks and the UCF Hotel Venture hotels. We

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are also responsible for maintaining the related waterways and pedestrian walkways. UCF Hotel Venture reimburses us for 50% of these costs. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, UCF Hotel Venture's portion of the total maintenance and operating costs related to transportation was $525,000, $685,000, $828,000 and $818,000, respectively.

We are also required to maintain all Universal Orlando Resort common areas, such as roadways and non-transportation roadways. UCF Hotel Venture reimburses us on a graduating scale as hotels open. The rate in 2002 after the Royal Pacific Resort opened was for 17.01% of these costs. In 2000, 2001, 2002 and in the nine months ended September 27, 2003, the total common area maintenance costs from UCF Hotel Venture was $62,000, $123,000, $235,000 and $235,000, respectively.

We are responsible for hotel marketing. UCF Hotel Venture reimburses us up to 4% of each hotel's revenue to cover marketing costs. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total hotel marketing costs from UCF Hotel Venture was $2.8 million, $4.0 million, $5.7 million and $5.8 million, respectively.

Our tour operator, Universal Parks & Resorts Vacations, sells wholesale travel packages and receives travel agent commission for each reservation at one of the hotels and is reimbursed for credit card fees incurred. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total travel agent commissions earned through UCF Hotel Venture was $222,000, $153,000, $245,000 and $206,000, respectively, and the amounts for credit card fees was $148,000, $110,000, $142,000 and $121,000, respectively. In addition, Universal Parks & Resorts Vacations books hotel rooms on behalf of UCF Hotel Venture and receives a booking fee for each reservation. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total booking fees UCF Hotel Venture earned by us was $741,000, $439,000, $199,000 and $154,000, respectively.

Transactions with Certain CityWalk Operations

Vivendi Universal Entertainment has an indirect interest in certain of the restaurants and retail outlets in CityWalk.

Vivendi Universal Entertainment, through a subsidiary, owns several retail stores, including Dapy, Glow and the Universal Studios Store, that lease space in CityWalk from us under customary and market lease agreements. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total rent earned by us for these stores was $655,000, $691,000, $728,000 and $608,000, respectively. Pursuant to management agreements, we have been managing the Universal Studios Store since 2002, and in 2003 began managing both Dapy and Glow. We are paid a management fee of 5% of the gross sales generated at each store. In 2002 and for the nine months ended September 27, 2003, the management fee earned by us was $42,000 and $134,000, respectively.

Vivendi Universal Entertainment indirectly owns 50% of the Hard Rock Cafe/Hard Rock Live venue located in CityWalk and pays us rent of 2.5% of revenue. In each of 2000, 2001 and 2002 the total rent earned by us was $1.2 million. During the nine months ended September 27, 2003, total rent earned by us was $902,000.

Vivendi Universal Entertainment indirectly owns 80% and we own the remaining 20% of Motown Cafe Orlando L.P., LLLP, which owns a restaurant in CityWalk. Motown Cafe Orlando leases space in CityWalk from us under a customary and market lease agreement. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total rent earned by us was $838,000, $876,000, $877,000 and $661,000, respectively. We operate and manage the Motown Cafe Orlando for which we are paid a management fee of 5% of restaurant revenues. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total management fees earned by us was $234,000, $219,000, $218,000 and $160,000, respectively. In addition, we incur various costs on behalf of Motown Cafe Orlando including payroll, property taxes, food purchases and are reimbursed for those costs. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, the total amounts from Motown Cafe Orlando for these expenses was $4.6 million, $3.6 million, $3.3 million and $2.1 million, respectively.

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Transactions with Other Theme Parks Owned by Vivendi Universal Entertainment

Vivendi Universal Entertainment owns the Wet 'n Wild water park in Orlando. We participate with other Orlando theme parks, including Wet 'n Wild, in an Orlando FlexTicket program which we manage and which permits a customer to visit our theme parks, Wet 'n Wild^®, Sea World^® Orlando and Busch Gardens Tampa Bay. Revenue sharing is negotiated and agreed upon by all theme park participants at the beginning of each year, based on attendance share at each attraction participating in the Orlando FlexTicket program. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, our share of revenue from the Orlando FlexTicket program was $22.6 million, $30.6 million, $27.4 million and $25.6 million, respectively. In 2000, 2001 and 2002, and in the nine months ended September 27, 2003, Wet 'n Wild's share was $4.2 million, $5.7 million, $5.2 million and $4.8 million, respectively.

In late 2002 we started purchasing food and alcohol supplies for Wet 'n Wild to enable Wet 'n Wild to benefit from our purchasing relationships. Although Wet 'n Wild does not pay us a fee or commission for this service we benefit from lower food and alcohol prices as a result of our increased buying power.

For our rides and attractions that are also developed for other Universal theme parks by the creative group of Vivendi Universal Entertainment, we share research and development costs. These costs are allocated pro rata among the various Universal theme parks that are building the ride or attraction. Under this arrangement, we received approximately $10.9 million from Universal Studios Japan in April 2003 related to the technology and design of The Amazing Adventures of Spider-Man^® ride. Additionally, we are currently sharing costs with Universal Studios Hollywood and Universal Studios Japan for the development of Shrek 4-D™. We were able to reduce our expenditure by approximately $5.0 million for this attraction through this cost sharing arrangement.

From time to time we may enter into arrangements with other theme parks owned or operated by Vivendi Universal Entertainment to share the expertise of certain employees with other parties. For example, in 2001 we sent a number of our employees to Universal Studios Japan to assist in training staff in connection with the opening of that park. We may enter into similar arrangements with other theme parks that Vivendi Universal Entertainment or its affiliates may develop in the future. Services rendered to affiliates are either reimbursed or paid directly by the affiliate.

Consultant Agreement

In 1987, we entered into an agreement with a creative consultant to supply consulting services for a fee based on our gross revenues. The consultant is also entitled to a fee based on the gross revenues of all gated motion picture and/or television themed attractions owned or operated, in whole or in part, by (or pursuant to a license from) us, or MCA Inc. (now Universal Studios, Inc.), any of our partners or any of their affiliates ("comparable projects"), other than at Universal City, California. At present, the only theme park which may be a comparable project is the park in Osaka, Japan, which is partially owned and operated by affiliates of Vivendi Universal Entertainment. It is possible that comparable projects will be created in the future that would fall under the consulting agreement.

For 2000, 2001 and 2002, and the nine months ended September 27, 2003, the fees incurred by us for our parks were $16.6 million, $14.8 million, $14.7 million and $12.1 million, respectively. Fees with respect to the park in Japan are paid by an affiliate of Vivendi Universal Entertainment and are not paid by us. These fees incurred were $18.1 million for 2001 (from grand opening of the park in April 2001), $15.5 million for 2002 and $9.8 million for the nine months ended September 30, 2003. The consultant may also be entitled to participate in certain sales of equity by our partners and to participate in certain real estate development activities of our partners or their affiliates.

Although the agreement has no expiration date, starting in June 2010, the consultant has the right under certain circumstances to terminate the periodic payments under the agreement and receive instead one payment equal to the fair market value of the consultant's interest in our parks and all comparable projects that have been open at that time for at least one year. If the parties cannot agree on the fair market value of that interest, it will be determined by a binding appraisal procedure. We

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represented under the agreement that the consultant's interest in each of our parks and in any comparable projects will have priority over the interests of all financiers, lenders and others who may have an interest in that park or project. Our obligations under the agreement are guaranteed by Universal Studios, Inc., as successor to MCA Inc., and Universal Studios, Inc.'s obligations under that guarantee have in turn been assumed by Vivendi Universal Entertainment. Vivendi Universal Entertainment has indemnified us against any liability under the consulting agreement related to any comparable project that is not owned or controlled by us. Under the terms of the notes and our senior credit agreement, a lien to secure our obligations under the agreement would be a permitted lien.

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Description of Our Partnership Agreement

We have two partners, Universal City Florida Holding Co. I, a Florida general partnership and our sole limited partner, or "Holding I," and Universal City Florida Holding Co. II, a Florida general partnership and our sole general partner, or "Holding II." Holding I has a 23.92% limited partnership interest in UCDP and Holding II has a 76.08% general partnership interest in UCDP. Holding I has five partners, Blackstone UTP Capital Partners L.P., a Delaware limited partnership, Blackstone UTP Capital Partners A L.P., a Delaware limited partnership, Blackstone UTP Offshore Capital Partners L.P., a Cayman Islands exempted limited partnership and Blackstone Family Media Partnership III L.P., a Delaware limited partnership, or collectively "Blackstone," and Universal City Property Management II LLC, a Delaware limited liability company, or "Universal CPM." The partnership interests in Holding I are currently owned 50% by Blackstone and 50% by Universal CPM. Holding II also has five partners which are the same five partners that are partners of Holding I. The partnership interests in Holding II are currently owned 50% by Blackstone and 50% by Universal CPM. For a graphic depiction of our ownership structure, please see "Summary — Ownership Structure."

The following is a summary of the principal terms of our partnership agreement. The management and governance provisions of our partnership agreement are described under the section entitled "Management" elsewhere in this prospectus. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of our partnership agreement, a copy of which is available from us upon request.

Purpose

Our purpose under the partnership agreement is to own, develop and operate our Florida theme parks, Universal Studios Florida and Islands of Adventure, and our dining, retail and entertainment complex, CityWalk.

Universal Licenses

We have a license to use, at no cost, the "Universal" name in connection with the operation of our theme parks and the non-exclusive right to use all proprietary and creative elements controlled by Universal CPM and its affiliates, including third party licensed rights. The terms of these license arrangements have been confirmed in a separate license agreement with Universal Studios, Inc. and Universal City Studios LLLP. For a more detailed description of this license agreement see "Business — Intellectual Property."

Reimbursement of Costs Incurred by our Partners and the Manager

Our partners and the manager are entitled to be reimbursed for all costs incurred in connection with partnership activities and activities as manager.

Vivendi Universal Entertainment's Special Fee

A special fee is payable monthly to Vivendi Universal Entertainment or its designee in an amount equal to 5% of certain gross operating revenues, as defined in our partnership agreement, generated from each of Universal Studios Florida and Islands of Adventure. Fees related to the gross operating revenues generated from Islands of Adventure since opening have been deferred until Blackstone has received equity distributions, as general partners in Holding II, from the operating profits generated from Islands of Adventure, in an aggregate amount equal to $234.7 million. In addition, under an amendment to our existing senior credit agreement, the special fees related to revenue derived from operations of Universal Studios Florida have also been deferred since July 2, 2000. Interest is charged monthly at prime on the outstanding amount of deferred fees. In the future, under the terms of the indenture and our senior credit agreement, current special fees may only be paid if our ratio of debt to EBITDA is 5.0 to 1.0 or less and deferred special fees may only be paid if that ratio is 4.0 to 1.0 or less. However, EBITDA is calculated differently under each of the indenture and the senior credit agreement. Pursuant to certain subordination agreements, the special fees may not be paid if there is an event of default (or to the knowledge of our officers a default) under our credit agreement or the notes.

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The special fee is payable to Vivendi Universal Entertainment for so long as Universal Studios Florida and Islands of Adventure continue to operate and regardless of whether Vivendi Universal Entertainment or its affiliates continue to have an interest in those theme parks or act as our manager.

Limitation on Transfer of Partnership Interests

Our partners may not transfer or sell their interests in UCDP without the consent of the other partners.

Buy-Sell Agreement

Blackstone and Universal CPM have entered into a partners' agreement pursuant to which either Blackstone or Universal CPM may, at any time after February 1, 2005, offer to sell their entire interest in Holding I and Holding II to the other by delivering a written offer specifying a price for the interest to be paid in cash. An offer to sell will also constitute an offer to purchase the non-offering partner's entire interest in Holding I and Holding II at the same price specified in the offer to sell (subject to adjustment for differences between the partners' capital account balances). The non-offering partner will then have 90 days after receipt of such offer to accept either the offer to purchase or the offer to sell. If the non-offering partner fails to make an election within the 90-day period, then the non-offering partner will be deemed to have elected to sell its entire interest to the offering partner. Our partnership agreement prohibits either Blackstone or Universal CPM from exercising any rights under the partners' agreement or our partnership agreement in a manner that would cause a breach under our senior credit agreement. Our senior credit agreement provides that if the direct or indirect ownership interests of Blackstone and Universal Studios, Inc. fall below certain specified thresholds without the consent of the required banks an event of default under our senior credit agreement will occur.

Pursuant to the partnership agreements of Holding I and Holding II, the buy-sell provisions may also be triggered at the option of Blackstone prior to February 1, 2005 in the event of certain transfers by Universal CPM or Universal Studios, Inc. of interests in us while continuing to own a substantial portion of other similar theme parks that were owned by them prior to such transfers. Nonetheless, under our partnership agreement, any such transaction would require the consent of the banks which are party to our senior credit agreement. If Universal CPM or any of its affiliates are providing services with respect to our theme parks at the time of a sale of its interest in Holding I and Holding II pursuant to the buy-sell agreement, then Universal CPM has agreed to enter into a customary transitional services agreement with Blackstone to provide those services for a period of 12 months following the sale, with those services to be provided on the same terms and conditions (including reimbursement) as in effect prior to the sale. If the cost of any service was not being allocated or reimbursed prior to the sale, then Universal CPM will provide that service at cost. Also, if Universal CPM or any of its affiliates is a party to a corporate sponsorship deal pursuant to which we will have obligations or liabilities following the closing of the sale, Universal CPM or its relevant affiliate will agree to provide the benefits of that corporate sponsorship deal to us on the same terms and conditions as in effect prior to the closing.

Certain Actions that Require Approval of the Park Advisory Board

Although our manager, Vivendi Universal Entertainment, is ultimately responsible for our day-to-day management, certain actions require the approval of the Park Advisory Board. These actions include: (1) changing the area comprising Universal Studios Florida, Islands of Adventure, CityWalk, the hotels and resort facilities; (2) incurring indebtedness; (3) repaying indebtedness or other liabilities other than in the ordinary course; (4) any amendment to our senior credit agreement; (5) making any election or decision under our senior credit agreement; (6) making and determining the amount of distributions to our partners other than (a) the special fee payable to Vivendi Universal Entertainment; (b) repayment of any loan or other obligation to one our partners and (c) those described below under the heading "Distributions;" (7) establishing annual operating plans and budgets and annual capital expenditure plans and budgets; (8) certain contracts having a cost in excess

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of $1,000,000 (subject to CPI escalation); (9) the addition, substantial modification or deletion of a major ride or attraction having a cost in excess of $1,500,000 (subject to CPI escalation); (10) expenditure in excess of approved budgets, except for (a) items resulting from increases in business volume, (b) emergency situations estimated to cost less than $50,000 and (c) the transfer of budgetary funds among categories within approved budgets; (11) entry into or changes to existing corporate sponsorship arrangements having a financial impact in excess of $50,000; or (12) changing the name of Universal Orlando to eliminate the use of "Universal" or "Universal Studios."

Certain Actions that Require Partner Approval

The Park Advisory Board may not take certain actions unless it first receives the approval of Holding I and Holding II. These actions include the sale, the pledge or encumbrance of significant assets, the issuance of securities of, or interests in, the partnership or admission of any additional partner to the partnership, changes in the primary business of the partnership, any act that would make it impossible to carry on the ordinary business of the partnership, any assignment of partnership property in trust for creditors or the dissolution of the partnership.

Arbitration of Disputes

Any dispute arising out of or in connection with the partnership agreement, other than matters requiring partner approval or approval of the Park Advisory Board, will be submitted to arbitration in Orlando, Florida, and the decision of any arbitration shall be final and binding.

Indemnification

The partnership will indemnify and hold harmless Vivendi Universal Entertainment and its affiliates from all claims, liabilities and costs incurred or arising on account of their good faith performance of the functions as our manager.

Distributions

Subject to any restrictions imposed by third parties, such as our lenders or noteholders, the manager is required to distribute to our partners, within 30 days after the end of each fiscal semi-annual period, 75% of our available cash. Our senior credit agreement will restrict our manager from making any distributions to our partners, unless certain financial ratios are satisfied. In addition, as soon as possible after the end of each fiscal year, a cash distribution shall be made to each partner in an amount equal to the combined federal, state and local and foreign income tax on the amount of such partner's taxable income of the partnership allocated to it for the tax period using the highest combined tax rates applicable to Blackstone. Cash distributions to pay taxes will not be restricted by our senior credit agreement or the indenture. Cash distributions to pay taxes would be offset against cash distributions to which a partner would otherwise be entitled.

Dissolution of the Partnership

The partnership will be dissolved and its affairs wound up upon written agreement of Holding I and Holding II, the acquisition of the partnership interests of the partners of our general partner by a lender in connection with our existing credit facilities by foreclosure or power of sale, notice by any partner of our general partner ceasing to have an interest in our theme parks, the occurrence of any event that results in there being no general partner unless the partnership is continued and an additional general partner is appointed or upon the occurrence of any event that results in there being no limited partner unless the partnership is continued and an additional limited partner is appointed.

Upon our dissolution, unless we are reconstituted and continued as a new partnership, the person authorized to wind up our affairs (the liquidator) will, acting with all the powers of our general partner that the liquidator deems necessary or desirable in its good faith judgment, liquidate our assets. The proceeds of the liquidation will be applied as follows: (1) first, towards the payment of all of our creditors and the creation of a reserve for contingent liabilities and (2) then, to our partners in proportion to the balance in their respective capital accounts.

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Non-Competition Agreement

During the term of the partnership agreement neither of our partners nor any of their affiliates may engage in any theme park similar to our theme parks in the State of Florida without the consent of the other partners. In addition, neither Blackstone nor any of its affiliates may engage in any theme park similar to our theme parks anywhere in the world without Universal CPM's consent. This restriction does not apply to the operation of any studio similar to our working studios at Universal Studios Florida.

If Universal CPM, Vivendi Universal Entertainment or Universal Studios, Inc. or any of their affiliates propose to develop or acquire a theme park having key elements similar to our theme parks then Blackstone may elect to participate in such development or acquisition on a 50/50 basis with Universal CPM, Vivendi Universal Entertainment or Universal Studios, Inc.

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Description of Other Debt

Concurrently with the offering of the original notes, we amended our senior credit agreement with JPMorgan Chase Bank and other banks party thereto. In this prospectus, we refer to this amendment as the "Amendment." Also, concurrently with the offering of the original notes, we obtained a new additional $50.0 million revolving credit facility from several of the lenders under our existing senior credit agreement. The following is a summary of the principal terms of our senior credit agreement after giving effect to the Amendment as well as the principal terms of our new revolving credit facility. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of each of our senior credit agreement and the agreement governing our new revolving credit facility, which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Senior Credit Agreement

General

Under our senior credit agreement, we have a term loan and a revolving loan. As of September 27, 2003, the outstanding principal balance of our term loans was $680.6 million and the aggregate amount of revolving commitments available to us was $53.4 million. Approximately $372.8 million of the net proceeds of the offering of the original notes was used to repay outstanding term loans under our senior credit agreement.

Structure

The obligations under our senior credit agreement are senior obligations and rank pari passu with the obligations of our new revolving credit facility (see below).

Security

Loans made under our senior credit agreement are secured by first priority security interests in substantially all of our tangible and intangible properties and assets.

Maturity; Prepayment

Loans under our senior credit agreement will mature on June 30, 2007, and are payable in quarterly installments commencing on December 31, 1999, and ending on final maturity of the loans on June 30, 2007. Term loans may not be reborrowed. As a result of prepayments made in connection with the Financing Transactions and other prepayments made through September 27, 2003, we will not be required to make scheduled quarterly amortization payments on the term loan portion of our senior credit agreement until March 31, 2005. Our mandatory term loan amortization payment will be $53.4 million on June 30, 2005 increasing to $71.3 million per quarter on September 30, 2005. Term loans are also subject to mandatory prepayments of 100% of the net cash proceeds from asset sales over $1.0 million and 50% of our excess cash flow for each fiscal year, in each case subject to certain exceptions. All prepayments (including optional prepayments) will be applied in forward order of maturity. The available revolving credit portion of the loan reduces quarterly until maturity in June 2007. No optional prepayment of loans or reductions of commitments under the senior credit agreement are permitted while any loans are outstanding under our new revolving credit facility.

Interest Rates

The interest rate applicable to borrowings under our senior credit agreement is based, at our option, on either a base rate (calculated as the higher of the prime rate quoted by JPMorgan Chase Bank or the sum of ½ of 1% plus the federal funds rate) or LIBOR, in each case plus a specified margin. Following the end of our second fiscal quarter in 2003, the specified margin will be 3.00% in the case of base rate loans and 4.00% in the case of LIBOR loans. Principal and interest on loans under our senior credit agreement not paid when due bear interest at a default rate of 2.00% above the rates otherwise applicable to the loans.

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Covenants; Events of Default

We are subject to various restrictive financial and other covenants contained in our senior credit agreement, including without limitation covenants that restrict or limit:

• the incurrence of indebtedness;

• the granting of additional liens;

• certain mergers, consolidations, sales of assets and acquisitions;

• our ability to make investments;

• our ability to distribute cash to our partners;

• transactions with affiliates;

• our ability to grant negative pledges; and

• capital expenditures.

Our senior credit agreement also contains customary affirmative covenants, including without limitation maintenance of existence and rights, payment of taxes, delivery of financial statements, maintenance of intellectual property, compliance with laws, and maintenance of our properties. In addition, the senior credit agreement requires us to maintain compliance with certain financial covenants including an obligation to maintain certain ratios of funded debt to EBITDA and certain ratios of EBITDA to interest expense.

Our senior credit agreement provides for customary events of default, including nonpayment of principal and interest, defaulting on certain other material agreements, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments and attachments, dissolution, condemnation and major casualty and the occurrence of a change of control.

Additional Revolving Credit Facility

General

Concurrently with the offering of the original notes, a new revolving facility was made available to us under the terms of an additional revolving credit agreement.

Structure

The additional revolving credit facility provides for aggregate borrowings not in excess of $50.0 million outstanding at any time. No loans may be borrowed under the new revolving credit facility unless revolving borrowings under the senior credit agreement are fully drawn and must be prepaid before prepayments on the revolver under the senior credit agreement. Amounts borrowed under the new revolving credit facility may be used for general corporate purposes.

Security

Our obligations under the new revolving credit facility will be secured on a pari passu basis with and by the same collateral as our obligations under the senior credit agreement.

Maturity; Prepayment

The new revolving facility will mature on June 30, 2007. Borrowings under the facility may be voluntarily prepaid at any time.

Interest Rates and Commitment Fees

The interest rate applicable to borrowings under the new revolving credit facility will vary based on our funded debt ratio. We must pay a quarterly commitment fee based on 1.0% of the unused portion of the new revolving credit facility.

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Covenants; Events Of Default

The new revolving credit facility will be subject to covenants and events of default substantially similar to those that are contained in our senior credit agreement.

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The Exchange Offer

Purpose of the Exchange Offer

In connection with the sale of the original notes, we entered into a registration rights agreement with the initial purchasers, under which we agreed to use our reasonable best efforts to file and have declared effective a registration statement under the Securities Act relating to the exchange offer.

We are making the exchange offer in reliance on the position of the SEC as set forth in certain no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of exchange notes, but not a holder who is our "affiliate" within the meaning of Rule 405 of the Securities Act, who exchanges original notes for exchange notes in the exchange offer generally may offer the exchange notes for resale, sell the exchange notes and otherwise transfer the exchange notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our "affiliate" within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the exchange notes only if the holder acquires the exchange notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the exchange notes.

Any holder of the original notes using the exchange offer to participate in a distribution of exchange notes cannot rely on the no-action letters referred to above. Any broker-dealer who holds original notes acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such original notes pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Act in connection with any resale of such exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed that for a period of not less than 180 days after the Expiration Date, we will make this prospectus available to broker-dealers for use in connection with any such resale. See "Plan of Distribution."

Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of exchange notes.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of original notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange

Upon the terms and subject to the conditions of the exchange offer, we will accept any and all original notes validly tendered prior to 5:00 p.m., New York time, on the Expiration Date. The date of acceptance for exchange of the original notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the Expiration Date. We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $500.0 million of exchange notes for a like principal amount of outstanding original notes tendered and accepted in connection with the exchange offer. The exchange notes issued in connection with the exchange offer will be delivered on the earliest practicable date following the exchange date.

The terms of the exchange notes are identical in all material respects to the terms of the original notes, except that the exchange notes have been registered under the Securities Act and are issued

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free from any covenant regarding registration, including the payment of additional interest upon a failure to file or have declared effective an exchange offer registration statement or to complete the exchange offer by certain dates. The exchange notes will evidence the same debt as the original notes and will be issued under the same indenture and entitled to the same benefits under that indenture as the original notes being exchanged. As of the date of this prospectus, $500.0 million in aggregate principal amount of the original notes are outstanding.

In connection with the issuance of the original notes, we arranged for the original notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, acting as depositary. The exchange notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC. See "Description of Book Entry System."

Holders of original notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Original notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued, but will not be entitled to any registration rights under the registration rights agreement.

We shall be considered to have accepted validly tendered original notes if and when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

If any tendered original notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the original notes, without expense, to the tendering holder promptly after the Expiration Date.

Holders who tender original notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of original notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer.

Expiration Date; Extensions; Amendments

The Expiration Date for the exchange offer is 5:00 p.m., New York City time, on                              , 2003, unless extended by us in our sole discretion, in which case the term "Expiration Date" shall mean the latest date and time to which the exchange offer is extended.

We reserve the right, in our sole discretion:

• to delay accepting any original notes, to extend the offer or to terminate the exchange offer if, in our reasonable judgment, any of the conditions described below shall not have been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent, or

• to amend the terms of the exchange offer in any manner.

If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer for a period of five to ten business days.

If we determine to extend, amend or terminate the exchange offer, we will publicly announce this determination by making a timely release through an appropriate news agency.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to exchange any exchange notes for, any original notes and may terminate the exchange offer as provided in this prospectus before the acceptance of the original notes, if prior to the expiration date:

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• any law, statute, rule or regulation is proposed, adopted or enacted, which in our reasonable judgment, might materially impair our ability to proceed with the exchange offer; or

• any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of the exchange offer as contemplated by this prospectus.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.

If we determine in our reasonable discretion that any of the conditions are not satisfied, we may:

• refuse to accept any original notes and return all tendered original notes to the tendering holders;

• extend the exchange offer and retain all original notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw those original notes (See "— Withdrawal of Tenders" below); or

• waive unsatisfied conditions relating to the exchange offer and accept all properly tendered original notes which have not been withdrawn.

Procedures for Tendering

Unless the tender is being made in book-entry form, to tender in the exchange offer, a holder must

• complete, sign and date the letter of transmittal, or a facsimile of it,

• have the signatures guaranteed if required by the letter of transmittal, and

• mail or otherwise deliver the letter of transmittal or the facsimile, the original notes and any other required documents to the exchange agent prior to 5.00 p.m., New York City time, on the Expiration Date.

Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry delivery of the original notes by causing DTC to transfer the original notes into the exchange agent's account. Although delivery of original notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal (or facsimile), with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received or confirmed by the exchange agent at its addresses set forth under the caption "exchange agent" below, prior to 5:00 p.m., New York City time, on the Expiration Date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

The tender by a holder of original notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of original notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the Expiration Date. No letter of transmittal of original notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial

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owner. If the beneficial owner wishes to tender on that owner's own behalf, the owner must, prior to completing and executing the letter of transmittal and delivery of such owner's original notes, either make appropriate arrangements to register ownership of the original notes in the owners' name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signature on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, unless the original notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or

• for the account of an eligible guarantor institution.

In the event that signatures on a letter or transmittal or a notice of withdrawal are required to be guaranteed, such guarantee must be by:

• a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.,

• a commercial bank or trust company having an office or correspondent in the United States, or

• an "eligible guarantor institution."

If the letter of transmittal is signed by a person other than the registered holder of any original notes, the original notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any original notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorney-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered original notes in our sole discretion. We reserve the absolute right to reject any and all original notes not properly tendered or any original notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular original notes either before or after the Expiration Date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a time period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of original notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give such notification. Tenders of original notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the Expiration Date.

In addition, we reserve the right, as set forth above under the caption "Conditions to the Exchange Offer," to terminate the exchange offer.

By tendering, each holder represents to us, among other things, that:

• the exchange notes acquired in connection with the exchange offer are being obtained in the ordinary course of business of the person receiving the exchange notes, whether or not such person is the holder;

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• neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such exchange notes; and

• neither the holder nor any such other person is our "affiliate" (as defined in Rule 405 under the Securities Act).

If the holder is a broker-dealer which will receive exchange notes for its own account in exchange for original notes, it will acknowledge that it acquired such original notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

Guaranteed Delivery Procedures

A holder who wishes to tender its original notes and:

• whose original notes are not immediately available;

• who cannot deliver the holder's original notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date; or

• who cannot complete the procedures for book-entry transfer before the Expiration Date

may effect a tender if

• the tender is made through an eligible guarantor institution;

• before the Expiration Date, the exchange agent receives from the eligible guarantor institution:

- a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

- the name and address of the holder, and

- the certificate number(s) of the original notes and the principal amount at maturity of original notes tendered, stating that the tender is being made and guaranteeing that, within      days after the Expiration Date, the letter of transmittal and the certificate(s) representing the original notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives, within three New York Stock Exchange trading days after the Expiration Date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered original notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

Except as otherwise provided herein, tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

To withdraw a tender of original notes in connection with the exchange offer, a written facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must:

• specify the name of the person who deposited the original notes to be withdrawn,

• identify the original notes to be withdrawn (including the certificate number or numbers and principal amount at maturity of such original notes),

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• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such original notes were tendered (including any required signature guarantees) or be accompanied by documents or transfer sufficient to have the trustee register the transfer of such original notes into the name of the person withdrawing the tender, and

• specify the name in which any such original notes are to be registered, if different from that of the depositor.

We will determine all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices. Any original notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued unless the original notes withdrawn are validly re-tendered. Any original notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be re-tendered by following one of the procedures described above under "Procedures for Tendering" at any time prior to the Expiration Date.

Exchange Agent

The Bank of New York has been appointed as exchange agent in connection with the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, at its offices at                     , New York, N.Y. The exchange agent's telephone number is and facsimile number is                         .

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay certain other expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and certain accounting and legal fees.

Holders who tender their original notes for exchange will not be obligated to pay transfer taxes. If, however:

• exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the original notes tendered, or

• if tendered original notes are registered in the name of any person other than the person signing the letter of transmittal, or

• if a transfer tax is imposed for any reason other than the exchange of original notes in connection with the exchange offer,

then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the original notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer that we pay will increase our deferred financing costs in accordance with generally accepted accounting principles.

Consequences of Failures to Properly Tender Original Notes in the Exchange

Issuance of the exchange notes in exchange for the original notes under the exchange offer will be made only after timely receipt by the exchange agent of such original notes, of a properly

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completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the original notes desiring to tender such original notes in exchange for exchange notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of original notes for exchange. Original notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the exchange offer, certain registered rights under the registration rights agreement will terminate.

In the event the exchange offer is completed, we will not be required to register the remaining original notes. Remaining original notes will continue to be subject to the following restrictions on transfer:

• the remaining original notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither such registration nor such exemption is required by law, and

• the remaining original notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not currently anticipate that we will register the remaining original notes under the Securities Act. To the extent that original notes are tendered and accepted in connection with the exchange offer, any trading market for remaining original notes could be adversely affected.

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Description of Exchange Notes

General

The original notes were issued under an indenture (the "indenture") dated as of March 28, 2003, as amended by the first supplemental indenture dated as of June 12, 2003, among Universal City Development Partners, Ltd. (the "Company") and UCDP Finance, Inc., as joint and several obligors (the "Issuers"), and The Bank of New York, as Trustee. The exchange notes will be issued under the same indenture and will be identical in all material respects to the original notes, except that the exchange notes will be registered under the Securities Act and will be free of any obligation regarding registration, including the payment of additional interest upon failure to file or have declared effective an exchange offer registration statement or to consummate an exchange offer or otherwise register the original notes for resale by certain dates. We have filed a copy of the indenture as an exhibit to the registration statement which includes this prospectus. Unless stated specifically herein to the contrary, the following description applies equally to the original notes and the exchange notes.

The following summary of the material provisions of the indenture and the notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture, including the definitions of certain terms therein and those terms made a part thereof by the TIA. Capitalized terms used in this "Description of Exchange Notes" section and not otherwise defined have the meanings set forth in the section "— Certain Definitions." As used in this "Description of Exchange Notes" section, "we," "us" and "our" means the Issuers and not any of their Subsidiaries.

We may issue additional notes from time to time under the indenture after the date of this prospectus. Any offering of additional notes is subject to the covenant described below under the caption "Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Principal of, premium, if any, and interest on the notes will be payable, and the notes may be exchanged or transferred, at the office or agency of the Issuers in the Borough of Manhattan, The City of New York (which initially shall be the principal corporate trust office of the Trustee). At the option of the Issuers, payment of interest may be made by check mailed to the holders at their registered addresses.

The notes have been and will continue to be issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000. No service charge will be made for any registration of transfer or exchange of notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Terms of the Notes

The notes are unsecured senior obligations of the Issuers and will mature on April 1, 2010. Each note bears interest at a rate per annum shown on the front cover of this prospectus from March 28, 2003 or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on the March 15 or September 15 immediately preceding the interest payment date on April 1 and October 1 of each year, commencing October 1, 2003.

Optional Redemption

Except as set forth in the following paragraph, the notes are not redeemable at the option of the Issuers prior to April 1, 2007. Thereafter, the notes will be redeemable, at the Issuers' option, in whole or in part, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed as a percentage of

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principal amount), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below:

Period				Redemption Price
2007					105.875	%
2008					102.938	%
2009 and thereafter					100.000	%

In addition, at any time prior to April 1, 2006, the Issuers may redeem in the aggregate up to 35% of aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of one or more Equity Offerings by the Company at a redemption price (expressed as a percentage of principal amount thereof) of 111.750% plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) must remain outstanding after each such redemption and provided further that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days notice mailed to each holder of notes being redeemed and otherwise in accordance with the procedures set forth in the indenture.

Selection

In the case of any partial redemption, selection of the notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no notes of $1,000 or less shall be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption so long as the Issuers have deposited with the paying agent funds sufficient to pay the principal of, plus accrued and unpaid interest on the notes to be redeemed.

Ranking

The notes are the unsecured obligations of the Issuers ranking pari passu in right of payment with all existing and future unsecured unsubordinated debt of the Issuers and senior to all future Subordinated Indebtedness of the Issuers. Except as provided in the covenant described below under the caption "Certain Covenants — Future Guarantors," the notes will not be guaranteed by the Company's subsidiaries. The notes are effectively subordinated to all of the Issuers' secured obligations to the extent of the value of the assets securing such obligations and to all obligations of the Company's subsidiaries. As of September 27, 2003, the Company had approximately $1,175.2 million of outstanding Indebtedness, including approximately $680.6 million of indebtedness under our senior credit agreement (which would have been secured by a pledge of substantially all the Company's assets) and $500.0 million of notes (with a remaining discount of $5.4 million). The Company's only subsidiary (not including UCDP Finance, Inc.) had no Indebtedness. In addition, pursuant to the Subordination Agreement, the Special Fees will be subordinate in right of payment to the notes and may not be paid if there is an event of default (or to the knowledge of our officers a default) under the notes.

Change of Control

Upon the occurrence of a Change of Control, each holder will have the right to require the Issuers to repurchase all or any part of such holder's notes at a purchase price in cash equal to 101%

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of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuers have previously elected to redeem notes as described under "— Optional Redemption."

In the event that at the time of such Change of Control the terms of Indebtedness under the Credit Agreement restrict or prohibit the repurchase of notes pursuant to this covenant, then prior to the mailing of the notice to holders provided for in the immediately following paragraph but in any event within 30 days following any Change of Control, the Issuers shall:

(1) repay in full all outstanding Indebtedness under the Credit Agreement; or

(2) obtain the requisite consent, if required, under the agreements governing Indebtedness under the Credit Agreement to permit the repurchase of the notes as provided for in the immediately following paragraph.

Within 30 days following any Change of Control, except to the extent that the Issuers have exercised their right to redeem the notes as described under "— Optional Redemption," the Issuers shall mail a notice (a "Change of Control Offer") to each holder with a copy to the Trustee stating:

(1) that a Change of Control has occurred and that such holder has the right to require the Issuers to purchase such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

(2) the circumstances and relevant facts and financial information regarding such Change of Control;

(3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(4) the instructions determined by the Issuers, consistent with this covenant, that a holder must follow in order to have its notes purchased.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuers and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this paragraph by virtue thereof.

This Change of Control repurchase provision is a result of negotiations between the Issuers and the Initial Purchasers. The Issuers have no present intention to engage in a transaction involving a Change of Control, although it is possible that the Issuers could decide to do so in the future. Subject to the limitations discussed below, the Issuers could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuers' capital structure or credit ratings.

The occurrence of events which would constitute a Change of Control would constitute a default under the Credit Agreement. Future Indebtedness of the Issuers may contain prohibitions on certain events which would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuers to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control

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itself does not, due to the financial effect of such repurchase on the Issuers. Finally, the Issuers' ability to pay cash to the holders upon a repurchase may be limited by the Issuers' then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of Change of Control includes a phrase relating to the sale, lease or transfer of "all or substantially all" the assets of the Company and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuers to repurchase such notes as a result of a sale, lease or transfer of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Material Covenants

The indenture contains covenants including, among others, the following:

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. The indenture provides that:

(1) the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

(2) the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock;

provided, however, that the Company and any Restricted Subsidiary that is a Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary that is a Guarantor may issue shares of Preferred Stock, in each case if the Debt to EBITDA Ratio of the Company at the time of such incurrence or issuance, as the case may be, would have been less than or equal to 5.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four full fiscal quarters for which internal financial statements are available.

The foregoing limitations will not apply to:

(a) the Incurrence by the Company or its Restricted Subsidiaries of Indebtedness under the Credit Agreement, including any Indebtedness outstanding on the Issue Date, and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $925 million outstanding at any one time, less (i) the amount of all mandatory principal payments required to be made by the borrower thereunder with the Net Proceeds of Asset Sales and (ii) the amount of any Refinancing Indebtedness Incurred pursuant to clause (n) to refinance Indebtedness under the Credit Agreement;

(b) the Incurrence by the Company and the Guarantors of Indebtedness represented by the notes (not including any additional notes) and the Guarantees and any exchange notes and guarantees thereof;

(c) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (a) and (b));

(d) Indebtedness (including Capitalized Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of

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any Person owning such assets (but no other material assets)) in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (d), does not exceed $25 million;

(e) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers' compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(f) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of the indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(g) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness is subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Company or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an Incurrence of such Indebtedness;

(h) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary of the Company; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary, or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock;

(i) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that (i) any such Indebtedness is made pursuant to an intercompany note and (ii) if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;

(j) Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(k) obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(l) Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount, which when aggregated with the principal amount or liquidation preference of all other Indebtedness and Disqualified Stock then outstanding and Incurred pursuant to this clause (l), does not exceed $60 million at any one time

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outstanding (it being understood that any Indebtedness Incurred under this clause (l) shall cease to be deemed Incurred or outstanding for purposes of this clause (l) but shall be deemed Incurred for purposes of the first paragraph of this covenant from and after the first date on which the Company could have Incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (l));

(m) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of the Company or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Company or such Restricted Subsidiary is permitted under the terms of the indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor's Guarantee with respect to the notes substantially to the same extent as such Indebtedness is subordinated to the notes or the Guarantee of such Restricted Subsidiary, as applicable;

(n) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness which serves to refund or refinance any Indebtedness Incurred as permitted under the first paragraph of this covenant and clauses (a), (b), (c), (d) and (o) of this paragraph or any Indebtedness issued to so refund or refinance such Indebtedness (subject to the following proviso, "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced;

(2) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded or refinanced;

(3) to the extent such Refinancing Indebtedness refinances Indebtedness junior to the notes or the Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the notes or the Guarantee of such Restricted Subsidiary, as applicable;

(4) is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium and fees Incurred in connection with such refinancing;

(5) shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of the Company, or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and

(6) if such Refinancing Indebtedness refinances Indebtedness Incurred as permitted under clause (a) of this paragraph, the amount of Indebtedness permitted to be Incurred under clause (a) shall be permanently reduced by the amount of any such Refinancing Indebtedness.

(o) Indebtedness or Disqualified Stock of Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged into a Restricted Subsidiary in accordance with the terms of the indenture; provided, however, that such Indebtedness or Disqualified Stock is not Incurred in contemplation of such acquisition or merger or to provide all or a portion of the funds or credit support required to consummate such acquisition or merger; provided further, however, that after giving effect to such acquisition and the Incurrence of such Indebtedness either:

(1) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to EBITDA Ratio test set forth in the first sentence of this covenant; or

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(2) the Debt to EBITDA Ratio test would be lower than immediately prior to such acquisition;

(p) 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, provided that such Indebtedness is extinguished within two Business Days of its Incurrence;

(q) Indebtedness of the Company or any Restricted Subsidiary of the Company supported by a letter of credit issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;

(r) Contribution Indebtedness; and

(s) (a) if the Company could Incur $1.00 of additional Indebtedness pursuant to the first paragraph hereof after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries not otherwise permitted hereunder or (b) if the Company could not Incur $1.00 of additional Indebtedness pursuant to the first paragraph hereof after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries Incurred for working capital purposes, in either case in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (s), does not exceed the greater of (x) $10 million and (y) 5% of the consolidated assets of the Foreign Subsidiaries.

Notwithstanding the foregoing, neither the Company nor any Guarantor may Incur any Indebtedness pursuant to the immediately preceding paragraph if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Indebtedness unless such Indebtedness will be subordinated to the notes or such Guarantor's Guarantee, as applicable, to at least the same extent as such Subordinated Indebtedness. For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (s) above or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify or reclassify or allocate such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness will be treated as having been Incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant.

Limitation on Restricted Payments.    The indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests, including any payment made in connection with any merger or consolidation involving the Company (other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(2) purchase or otherwise acquire or retire for value any Equity Interests of the Company;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (g) and (i) of the second paragraph of the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"); or

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(4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

(a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(b) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;" and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including, without duplication, Restricted Payments permitted by clauses (1), (4), (6) and (8) of the second succeeding paragraph and any payments of Special Fees pursuant to clause (10) of the covenant described under "— Transactions with Affiliates," but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of, without duplication,

(1) an amount equal to the Company's EBITDA for the period from the beginning of the first fiscal quarter commencing after December 28, 2002 to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (the "Basket Period") less the product of 1.5 times the Company's Consolidated Interest Expense for the Basket Period, plus

(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash, received by the Company since the Issue Date from the issue or sale of Equity Interests of the Company (excluding Refunding Capital Stock (as defined below), Designated Preferred Stock, Excluded Contributions, Disqualified Stock and the net proceeds received from Equity Offerings to the extent used to redeem notes in compliance with the provisions set forth under the caption "Optional Redemption"), including Equity Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries), plus

(3) 100% of the aggregate amount of contributions to the capital of the Company received in cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash since the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and the Cash Contribution Amount), plus

(4) 100% of the aggregate amount received in cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash received from:

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments,

(B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or

(C) a distribution or dividend from an Unrestricted Subsidiary, plus

(5) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its

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assets to, or is liquidated into, the Company or a Restricted Subsidiary, the Fair Market Value (as determined in accordance with the next succeeding sentence) of the Investment of the Company in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed;

provided, however, that notwithstanding the foregoing, Special Fees may only be paid in accordance with and pursuant to clause (10) of the covenant described under "— Transactions with Affiliates."

The Fair Market Value of property other than cash covered by clauses (c)(2), (3), (4) and (5) above shall be determined in good faith by the Company and

(A) in the event of property with a Fair Market Value in excess of $15 million, shall be set forth in an Officers' Certificate or

(B) in the event of property with a Fair Market Value in excess of $30 million, shall be set forth in a resolution approved by at least a majority of the Board of Directors of the Company.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the indenture;

(2) (a)    the repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") or Subordinated Indebtedness of the Company in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Company or contributions to the equity capital of the Company (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) (collectively, including any such contributions, "Refunding Capital Stock") and

(b) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company which is Incurred in accordance with the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" so long as

(a) the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any fees incurred in connection therewith),

(b) such Indebtedness is subordinated to the notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

(c) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and

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(d) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) the repurchase, retirement or other acquisition for value of Equity Interests of the Company held by any future, present or former employee, director or consultant of the Company or any Subsidiary of the Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate amounts paid under this clause (4) do not exceed $5 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Company to members of management, directors or consultants of the Company and its Restricted Subsidiaries that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (c) of the immediately preceding paragraph); plus

(b) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date;

(provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any single calendar year);

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued or incurred in accordance with the covenant entitled "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;"

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Company would have had a Debt to EBITDA Ratio of no greater than 5.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Company directly from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7) Investments in Unrestricted Subsidiaries and joint ventures having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed $40 million at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) the payment of dividends on the Company's common stock of up to 6.0% per annum of the net proceeds received by the Company from any public offering of common stock;

(9) Investments that are made with Excluded Contributions;

(10) other Restricted Payments in an aggregate amount not to exceed $20 million;

(11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries;

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(12) payments, whether in the form of cash dividends or other distributions on the Company's Capital Stock or otherwise, used to fund the payment of fees and expenses owed by the Company or its Restricted Subsidiaries to Affiliates to the extent permitted by the covenant described under "— Transactions with Affiliates;"

(13) repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; and

(14) during a period when the Company is treated as a partnership for federal, state or local or foreign income tax purposes and after such period to the extent relating to the liability for such period, the payment of distributions in respect of partners' income tax liability with respect to the Company solely as a result of the Company being a partnership or similar pass-through entity for federal, state or local or foreign income tax purposes in an amount not to exceed the taxable income of the Company multiplied by the highest combined federal, state and local and foreign income tax rate applicable to the partners of certain Affiliates of Blackstone;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (7), (10) and (11), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the date of this prospectus, the Company's only Subsidiary (not including UCDP Finance, Inc.) is a Restricted Subsidiary. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of "Investments." Such designation will only be permitted if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries.    The indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and the other Senior Credit Documents;

(2) the indenture and the notes;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument relating to Indebtedness of a Person acquired by the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion

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of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to the covenants described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "— Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(10) customary provisions contained in leases and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above;

(11) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors that is Incurred subsequent to the Issue Date pursuant to the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or (ii) that are Foreign Subsidiaries that is Incurred subsequent to the Issue Date pursuant to clauses (d), (l) or (s) of the second paragraph of the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; or

(12) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Asset Sales.    The indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Company) of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by the Company, or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

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(a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets,

(b) any notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received),

(c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of 2.5% of Total Assets and $50 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), and

(d) any non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with the sale of unimproved real property owned by the Company on the Issue Date (such non-cash consideration being referred to herein as "Land Sale Non-cash Consideration")

shall be deemed to be Cash Equivalents for the purposes of this provision.

Within 365 days after the Company's or any Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:

(1) to permanently reduce Obligations under the Credit Agreement (and, in the case of revolving Obligations, to correspondingly reduce commitments with respect thereto) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company or Pari Passu Indebtedness; provided that if the Company shall so reduce Pari Passu Indebtedness, it will equally and ratably make an Asset Sale Offer to all holders of notes as set forth in the following paragraph,

(2) to an investment in any one or more businesses (provided that such investment in any business may be in the form of the acquisition of Capital Stock so long as it results in the Company or a Restricted Subsidiary, as the case may be, owning substantially all the Capital Stock of such business), or capital expenditures, in each case used or useful in a Similar Business and/or

(3) to make an investment in any one or more businesses (provided that such investment in any business may be in the form of the acquisition of Capital Stock so long as it results in the Company or a Restricted Subsidiary, as the case may be, owning substantially all the Capital Stock of such business), properties or assets that replace the properties and assets that are the subject of such Asset Sale.

Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. The indenture provides that any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this paragraph (it being understood that any portion of such Net Proceeds used to make an offer to purchase notes, as described in clause (1) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall make an offer to purchase, prepay or redeem (an "Asset Sale Offer") on a pro rata basis the maximum principal amount of notes and other Pari Passu Indebtedness that may be

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purchased out of such Excess Proceeds to (i) all holders of notes and (ii) all holders of any other Pari Passu Indebtedness of the Company on the terms and to the extent contemplated by the provisions governing such Pari Passu Indebtedness. Such Asset Sale Offer will be at an offer price in cash (A), in the case of the notes, of 100% of the principal amount of the notes, plus accrued and unpaid interest thereon to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in the Indenture) and (B), in the case of other Pari Passu Indebtedness of the Company, sufficient to comply with the provisions governing such Pari Passu Indebtedness of the Company (provided that in no event shall the Company offer to purchase Pari Passu Indebtedness at a purchase price in excess of 100% of its principal amount, plus accrued and unpaid interest thereon). The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $20.0 million by mailing the notice required pursuant to the terms of the indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes surrendered by holders thereof exceeds the pro rata amount of Excess Proceeds to be used to purchase the notes, the Trustee shall select the notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the indenture by virtue thereof.

If more notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such notes for purchase will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no notes of $1,000 or less, shall be purchased in part.

Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each holder of notes at such holder's registered address. If any note is to be purchased in part only, any notice of purchase that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased.

A new note in principal amount equal to the unpurchased portion of any note purchased in part will be issued in the name of the holder thereof upon cancellation of the initial note. On and after the purchase date, unless the Company defaults in payment of the purchase price, interest shall cease to accrue on notes or portions thereof purchased.

Transactions with Affiliates.    The indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate Transaction") if such Affiliate Transaction or series of related Affiliate Transactions involves aggregate consideration in excess of $5 million, unless:

(a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, the Company delivers to the Trustee a

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resolution adopted in good faith by the majority of the Board of Directors of the Company, approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Company and/or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the indenture described above under the covenant "— Limitation on Restricted Payments;"

(3) the payment of annual management, consulting, monitoring and advisory fees to Vivendi and its Affiliates and Blackstone and its Affiliates in an amount in any fiscal year not to exceed $3.0 million in the aggregate;

(4) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or of Affiliates of the Company providing services to the Company;

(5) payments by the Company or any of its Restricted Subsidiaries to Blackstone made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Company in good faith;

(6) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(7) payments or loans to employees or consultants in the ordinary course of business which are approved by a majority of the Board of Directors of the Company in good faith;

(8) any agreement (other than with Blackstone or Vivendi) as in effect as of the Issue Date or any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the notes in any material respect) or any transaction contemplated thereby;

(9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the holders of the notes in any material respect;

(10) the payment to Vivendi or UPR of (i) current portions of the Special Fee pursuant to the terms of the Partnership Agreement as in effect on the Issue Date or as modified in a manner no less favorable to the Company, so long as after giving effect to such payment, on a pro forma basis, the Company would have had a Debt to EBITDA Ratio of no greater than 5.00 to 1.00 and (ii) current or deferred portions of the Special Fee pursuant to the terms of the Partnership Agreement as in effect on the Issue Date or as modified in a manner no less favorable to the Company, so long as after giving effect to such payment, on a pro forma basis, the Company would have had a Debt to EBITDA Ratio of no greater than 4.00 to 1.00; provided, however, that the aggregate amount of such payments made pursuant to clause (i) above shall not exceed $20 million in any fiscal year;

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(11) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, which are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Company, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(12) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder;

(13) transactions with Vivendi consisting of reimbursement of expenses, sharing of operating and capital costs, licensing and sublicensing of rights under intellectual property, joint marketing arrangements, sharing of personnel and employees, coverage under insurance policies and joint purchasing arrangements, in each case consistent with past practice or practice in effect on the Issue Date or as modified in a manner no less favorable to the Company; and

(14) the reimbursement of out of pocket expenses actually and properly incurred by Vivendi or its Affiliates, UPR and Blackstone or its Affiliates in connection with activities of the Company as permitted pursuant to the Partnership Agreement as in effect on the Issue Date or as modified in a manner no less favorable to the Company.

Liens.    The indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or property of the Company or such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, that secures any obligations of the Company or any of its Subsidiaries unless the notes are equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the notes) the obligations so secured or until such time as such obligations are no longer secured by a Lien. The preceding sentence will not require the Company or any Restricted Subsidiary to secure the notes if the Lien consists of a Permitted Lien.

Limitation on Business Activities of UCDP Finance, Inc.    UCDP Finance, Inc. will not hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than the issuance of Equity Interests to the Company or any Wholly Owned Restricted Subsidiary, the incurrence of Indebtedness as a co-obligor or guarantor of Indebtedness incurred by the Company, including the notes and the exchange notes, if any, that is permitted to be incurred by the Company under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" above (provided that the net proceeds of such Indebtedness are retained by the Company or loaned to or contributed as capital to one or more Restricted Subsidiaries other than UCDP Finance, Inc.), and activities incidental thereto. Neither the Company nor any Restricted Subsidiary shall engage in any transactions with UCDP Finance, Inc. in violation of the immediately preceding sentence.

Reports and Other Information.    The indenture provides that notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers will, beginning with the first required filing after the exchange offer, file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after filing with the SEC),

(1) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10-Q (or any successor or comparable form),

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(3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and

(4) any other information, documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

provided, however, the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuers would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, (i) such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement contemplated by the registration rights agreement by the filing with the SEC of the registration statement of which this prospectus forms a part and/or the shelf registration statement contemplated by the registration rights agreement and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and (ii) audited financial statements relating to periods subsequent to the Issue Date will not be required to be presented on a side-by-side or comparative basis with any of the Company's financial statements audited by Arthur Andersen LLP.

Future Guarantors.    The indenture provides that the Company will cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that:

(a) guarantees any Indebtedness of the Company or any of its Restricted Subsidiaries; or

(b) Incurs any Indebtedness or issues any shares of Disqualified Stock or Preferred Stock permitted to be Incurred or issued pursuant to the first paragraph of the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or clauses (a), (l) or (s) of the second paragraph thereof or not permitted to be Incurred by such covenant:

to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the notes. In addition, the indenture will provide that the Company will cause each non-wholly owned Domestic Subsidiary that is a Significant Subsidiary that guarantees any Indebtedness under the Credit Agreement to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the notes. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee will be a continuing guarantee and shall:

(1) remain in full force and effect until payment in full of all the guaranteed Obligations;

(2) subject to the next succeeding paragraph, be binding upon each such Guarantor and its successors; and

(3) inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns.

A Guarantee will be automatically released upon the sale (including through merger or consolidation) of the Capital Stock, or all or substantially all the assets, of the applicable Guarantor if:

(1) such sale is made in compliance with the first paragraph of the covenant described under "— Asset Sales;" and

(2) such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Subsidiary of the Company.

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A Guarantee also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Indebtedness under the Credit Agreement or other exercise of remedies in respect thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreement. In addition, a Guarantee made by any Restricted Subsidiary will be automatically released if the Company designates such Guarantor as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of indenture.

Merger, Consolidation or Sale of All or Substantially All Assets

The indenture provides that neither of the Issuers may consolidate or merge with or into or wind up into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(1) such Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Issuer or such Person, as the case may be, being herein called the "Successor Company");

(2) the Successor Company (if other than such Issuer) expressly assumes all the obligations of such Issuer under the indenture and the notes pursuant to a supplemental indenture or other documents or instruments in form satisfactory to the Trustee;

(3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either

(a) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to EBITDA Ratio test set forth in the first sentence of the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or

(b) the Debt to EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be no higher than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the indenture and the notes; and

(6) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel satisfactory to it, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

The Successor Company will succeed to, and be substituted for, such Issuer under the indenture and the notes. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary, and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating or reforming the Company in another state of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

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The indenture further provides that subject to certain limitations in the indenture governing release of a Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Guarantor, each such Guarantor will not, and the Company will not permit such a Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(1) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "Successor Guarantor");

(2) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the indenture and such Guarantor's Guarantee pursuant to a supplemental indenture or other documents or instruments in form satisfactory to the Trustee;

(3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing; and

(4) such Guarantor shall have delivered or caused to be delivered to the Trustee an Officers' Certificate and an Opinion of Counsel satisfactory to it, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

Notwithstanding the foregoing, a Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of the United States so long as the amount of Indebtedness of the Guarantor is not increased thereby.

Defaults

An Event of Default is defined in the indenture as:

(1) a default in any payment of interest on any note when due continued for 30 days,

(2) a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise,

(3) the failure by the Issuers to comply with their obligations under the covenant described under "— Merger, Consolidation or Sale of All or Substantially All Assets" above,

(4) the failure by the Issuers to comply for 30 days after notice with any of their obligations under the covenants described under "— Change of Control" or "— Certain Covenants" above (in each case, other than a failure to purchase notes),

(5) the failure by the Issuers to comply for 60 days after notice with their other agreements contained in the notes or the indenture,

(6) the failure by the Issuers or any Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing to the Company or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $25 million (the "cross acceleration provision"),

(7) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (the "bankruptcy provisions"),

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(8) the failure by the Issuers or any Significant Subsidiary to pay final non-appealable judgments aggregating in excess of $25 million (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the "judgment default provision"), or

(9) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under the indenture or any Guarantee and such Default continues for 10 days.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

However, a default under clause (4) or (5) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of outstanding notes notify the Issuers of the default and the Issuers do not cure such default within the time specified in clauses (4) and (5) hereof after receipt of such notice.

If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of outstanding notes by notice to the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

Subject to the provisions of the indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing,

(2) holders of at least 25% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy,

(3) such holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense,

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

(5) the holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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The indenture provides that if a Default occurs and is continuing and is actually known to the Trustee, the Trustee must mail to each holder of notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the noteholders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate indicating whether the signers thereof know of any Default. The Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the indenture may be amended with the consent of the holders of a majority in principal amount of the notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding. However, without the consent of each holder of an outstanding note affected, no amendment to the Indenture may, among other things:

(1) reduce the amount of notes whose holders must consent to an amendment,

(2) reduce the rate of or extend the time for payment of interest on any note,

(3) reduce the principal of or extend the Stated Maturity of any note,

(4) reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed as described under "— Optional Redemption" above,

(5) make any note payable in money other than that stated in such note,

(6) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes,

(7) make any change in the amendment provisions which require each holder's consent or in the waiver provisions or

(8) modify the Guarantees, if any, in any manner adverse to the holders.

In addition, the Subordination Agreement may only be amended with the consent of the holders of a majority in principal amount of the notes then outstanding.

Without the consent of any holder, the Issuers and Trustee may amend the indenture to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of either Issuer under the indenture, to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code), to add Guarantees with respect to the notes, to secure the notes, to add to the covenants of the Issuers for the benefit of the holders or to surrender any right or power conferred upon the Issuers, to make any change that does not adversely affect the rights of any holder, to comply with any requirement of the SEC in connection with the qualification of the indenture under the TIA or to make certain changes to the indenture to provide for the issuance of additional notes.

The consent of the noteholders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, the Issuers are required to mail to the respective noteholders a notice briefly describing such amendment. However, the failure to give

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such notice to all noteholders entitled to receive such notice, or any defect therein, will not impair or affect the validity of the amendment.

Transfer and Exchange

A noteholder may transfer or exchange notes in accordance with the indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a noteholder to pay any taxes required by law or permitted by the indenture. The Issuers are not required to transfer or exchange any note selected for redemption or to transfer or exchange any note for a period of 15 days prior to a selection of notes to be redeemed. The notes have been and will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

Defeasance

The Issuers at any time may terminate all their obligations under the notes and the indenture ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. The Issuers at any time may terminate their obligations under the covenants described under "— Certain Covenants," the operation of the cross acceleration provision, the bankruptcy provisions with respect to Subsidiaries and the judgment default provision described under "— Defaults" above and the limitations contained under "— Merger, Consolidation or Sale of All or Substantially All Assets" above ("covenant defeasance"). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3), (4), (6), (7) with respect only to Significant Subsidiaries, (8) with respect only to Significant Subsidiaries or (9) under "— Defaults" above or because of the failure of the Company to comply with "— Merger, Consolidation or Sale of All or Substantially All Assets" above.

In order to exercise either defeasance option, the Issuers must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the applicable issue of notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable Federal income tax law).

Concerning the Trustee

The Bank of New York is the Trustee under the indenture and has been appointed by the Issuers as registrar and a paying agent with regard to the notes.

Governing Law

The indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

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Certain Definitions

"Acquired Indebtedness" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,

in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was acquired by such Person, as applicable.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, (i) each of the entities comprising Blackstone and Vivendi is an Affiliate of the Issuers and (ii) UCF Hotel Venture is not an Affiliate of the Issuers under UCF Hotel Venture's ownership structure as it existed on the Issue Date.

"Asset Sale" means:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Company or any Restricted Subsidiary (each referred to in this definition as a "disposition") or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),

in each case other than:

(a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under "— Merger, Consolidation or Sale of All or Substantially All Assets" or any disposition that constitutes a Change of Control;

(c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "— Limitation on Restricted Payments;"

(d) any disposition of assets, or issuance or sale of Equity Interests of any Restricted Subsidiary, with an aggregate Fair Market Value of less than $20 million;

(e) any disposition of property or assets by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

(f) sales of assets received by the Company upon the foreclosure on a Lien;

(g) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) sales of inventory in the ordinary course of business; and

(i) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business.

"Blackstone" means Blackstone Capital Partners III Merchant Banking Fund L.P. and its Affiliates.

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"Board of Directors" means as to any Person, the board of directors of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof or, with respect to the Company, the Park Advisory Board.

"Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York State.

"Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Contribution Amount" means half of the aggregate amount of Indebtedness Incurred by the Company pursuant to clause (r) of the covenant entitled "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock."

"Cash Equivalents" means:

(1) U.S. dollars, pounds sterling, euros, or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof;

(3) certificates of deposit and time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million and whose long-term debt is rated "A" or the equivalent thereof by Moody's or S&P;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least "A-2" or the equivalent thereof by Moody's or S&P and in each case maturing within one year after the date of acquisition;

(6) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (5) above;

(7) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P; and

(8) Indebtedness or preferred stock issued by Persons (other than Blackstone or its Affiliates) with a rating of "A" or higher from S&P or "A-2" or higher from Moody's.

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"Change of Control" means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, to a Person other than one or more of the Permitted Holders; or

(2) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock or economic interests of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and original issue discount, expensing of any bridge or other financing fees and non-cash interest accrued on Special Fees);

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; and

(3) one-third of the obligations of such Person and its Restricted Subsidiaries for rental payments made during such period under operating leases as part of Sale/Leaseback Transactions.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1) any net after-tax extraordinary gains or losses (less all fees and expenses relating thereto) shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(3) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations shall be excluded;

(4) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) shall be excluded;

(5) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting,

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shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; and

(6) the Net Income for such period of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the net loss of any such Restricted Subsidiary shall be included.

Notwithstanding the foregoing, for the purpose of the covenant described under "— Limitation on Restricted Payments" only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clauses (c)(4) and (5) of the first paragraph thereof.

"Contribution Indebtedness" means Indebtedness of the Company in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company after the Issue Date, provided that:

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the capital of the Company, the amount in excess shall be Indebtedness with a Stated Maturity later than the Stated Maturity of the notes, and

(2) such Contribution Indebtedness (a) is Incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers' Certificate on the Incurrence date thereof.

"Credit Agreement" means the credit agreement dated as of November 5, 1999 among the Company, the financial institutions named therein, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness under such agreement or increasing the amount loaned thereunder or altering the maturity thereof. This definition shall also include the $50.0 million revolving credit facility entered into by the Company on or about the Issue Date.

"Debt to EBITDA Ratio" means, with respect to any Person for any period, the ratio of:

(1) the Indebtedness of such Person and its Restricted Subsidiaries at the time of determination (the "Calculation Date"), on a consolidated basis, to

(2) the EBITDA of such Person for the four most recent full fiscal quarters ending immediately prior to the date for which internal financial statements are available.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, discontinued operations, mergers and consolidations (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the

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Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, discontinued operation, merger or consolidation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Debt to EBITDA Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an Officers' Certificate, to reflect operating expense reductions reasonably expected to result from any acquisition or merger.

"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

"Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

"Designated Preferred Stock" means Preferred Stock of the Company (other than Disqualified Stock) that is issued for cash (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the covenant described under "— Limitation on Restricted Payments."

"Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale, provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the notes (including the purchase of any notes tendered pursuant thereto)),

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock or

(3) is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to 91 days after the maturity date of the notes; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, death or disability.

"Domestic Subsidiary" means a Restricted Subsidiary that is not a Foreign Subsidiary.

"EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profits of such Person for such period deducted in computing Consolidated Net Income; plus

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(2) Consolidated Interest Expense plus amortization of deferred financing fees and original issue discount of such Person for such period to the extent the same was deducted in computing Consolidated Net Income; plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such Consolidated Depreciation and Amortization Expense was deducted in computing Consolidated Net Income; plus

(4) any non-recurring fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition or Indebtedness permitted to be Incurred by the indenture (in each case, whether or not successful), to the extent deducted in such period in computing Consolidated Net Income; plus

(5) any (a) cash restructuring charges not to exceed $15.0 million per annum and (b) any one-time costs incurred in connection with acquisitions consummated after the Issue Date, in each case, to the extent deducted in such period in computing Consolidated Net Income; plus

(6) the amount of Special Fees deferred for such period that have not been paid in cash for such period; plus

(7) the amount of management, consulting, monitoring and advisory fees and related expenses payable to Vivendi or Blackstone (or any accruals relating to such fees and related expenses) during such period, in an amount not to exceed $3.0 million; plus

(8) any non-cash expense relating to defined benefit pension or post-retirement benefit plans to the extent deducted in such period in computing Consolidated Net Income; plus

(9) any other non-cash charges reducing Consolidated Net Income for such period (including any non-cash charges arising from fair value accounting required by Statement of Financial Accounting Standards No. 133), but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period; plus

(10) the amount of any minority interest expense deducted in calculating Consolidated Net Income; less, without duplication,

(11) for purposes of the "— Limitation on Restricted Payments" covenant and clause (10) of the second paragraph of the "— Transactions with Affiliates" covenant only, cash payments of previously deferred Special Fees that were added back to EBITDA as provided above; less

(12) non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period); less

(13) any income relating to defined benefit pension or post-retirement benefit plans increasing Consolidated Net Income for such period.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization of, a Subsidiary of the Company shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the Net Income of such Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Subsidiary or its stockholders.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Equity Offering" means any public or private sale of Capital Stock, including without limitation, Preferred Stock of the Company (other than Disqualified Stock), other than:

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(1) public offerings registered on Form S-8; and

(2) any such public or private sale that constitutes an Excluded Contribution.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Excluded Contributions" means the net cash proceeds received by the Company after the Issue Date from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Company or to any Company or Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an Officers' Certificate executed by an Officer of the Company, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of the "— Limitation on Restricted Payments" covenant.

"Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

"Foreign Subsidiary" means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof and any subsidiary of such Restricted Subsidiary.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. For the purposes of the indenture, the term "consolidated" with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

"Guarantee" means any guarantee of the obligations of the Company under the indenture and the notes by any Person in accordance with the provisions of the indenture.

"guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

"Guarantor" means any Person that Incurs a Guarantee; provided that upon the release or discharge of such Person from its Guarantee in accordance with the indenture, such Person ceases to be a Guarantor.

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

"holder" or "noteholder" means the Person in whose name a note is registered on the registrar's books.

"Incur" means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a

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Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

"Indebtedness" means, with respect to any Person:

(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that constitutes a trade payable or similar obligation to a trade creditor due within six months from the date on which it is Incurred, in each case Incurred in the ordinary course of business, which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto or (d) in respect of Capitalized Lease Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Person.

Notwithstanding the foregoing, "Indebtedness" shall not include:

(1) any obligation of the Company to make distributions to its partners in accordance with the terms of the Partnership Agreement; and

(2) any obligation of the Company relating to the Special Fee.

"Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged.

"Initial Purchasers" means J.P. Morgan Securities Inc., Banc of America Securities LLC, Wachovia Securities, Inc., Credit Suisse First Boston LLC, Scotia Capital (USA) Inc. and such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the original notes.

"Investment Grade Securities" means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

(2) debt securities or debt instruments (other than those issued by Blackstone, Vivendi or their respective Affiliates) with a rating of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating by such rating organization, or if no rating of S&P or Moody's then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries,

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

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(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "— Limitation on Restricted Payments":

(1) "Investments" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(A) the Company's "Investment" in such Subsidiary at the time of such redesignation less

(B) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer,

in each case as determined in good faith by the Board of Directors of the Company.

"Issue Date" means March 28, 2003.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

"Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

"Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

"Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration or Land Sale Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing

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arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under "— Asset Sales") to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the notes.

"Officer" means any member of the Park Advisory Board, Chief Executive Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or the comparable title with respect to its general partner, or performing those functions for the Company but employed by an Affiliate of the Company, as applicable.

"Officers' Certificate" means a certificate signed on behalf of the Company or the Issuers (as applicable) by two Officers of the Company or the Issuers (as applicable), one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company or the Issuers (as applicable) that meets the requirements set forth in the indenture.

"Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

"Pari Passu Indebtedness" means any Indebtedness of the Company that ranks equally in right of payment with the notes.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Company dated as of June 5, 2002.

"Permitted Holders" means (i) Vivendi, (ii) Blackstone and (iii) any Person in which Blackstone and Vivendi collectively own at least 75% of the outstanding Capital Stock. Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Investments" means:

(1) any Investment in the Company or any Restricted Subsidiary;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "— Asset Sales" or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) advances to employees of the Company or to employees of an Affiliate of the Company that regularly provides services to the Company not in excess of $10 million outstanding at any one time in the aggregate;

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(7) any Investment acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations;

(9) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9), not to exceed 5% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the same time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business;

(11) Investments the payment for which consists of Equity Interests of the Company (other than Disqualified Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph of the
"— Limitation on Restricted Payments" covenant;

(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under "— Transactions with Affiliates" (except transactions described in clauses (2), (6) and (7) of such paragraph);

(13) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14) guarantees issued in accordance with "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "— Future Guarantors;"

(15) any Investment by Restricted Subsidiaries in other Restricted Subsidiaries and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries;

(16) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; and

(17) any Investment consisting of reimbursement to Vivendi or Vivendi Universal, S.A. or its Affiliates for the fair value of any options to purchase the Capital Stock of Vivendi or Vivendi Universal, S.A. or its Affiliates granted to employees of the Company or employees of Affiliates of the Company that are providing services to the Company.

"Permitted Liens" means, with respect to any Person:

(1) pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash

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or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness under the Credit Agreement incurred in accordance with the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," and Liens securing Indebtedness permitted to be incurred pursuant to clause (d), (l) or (s) of the second paragraph of the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be Incurred in accordance with the covenant described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;"

(11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the indenture, secured by a Lien on the same property securing such Hedging Obligations;

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(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Company;

(16) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10) and (11); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under causes (6), (7), (8), (9), (10) and (11) at the time the original Lien became a Permitted Lien under the indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(17) Liens securing obligations created by or resulting from any litigation or legal proceeding involving the Company in the ordinary course of business which is currently being contested in good faith by appropriate proceedings; provided that adequate reserves have been set aside and no property is subject to a material risk of loss or forfeiture; provided further that no Lien securing an amount in excess $50 million shall be permitted under this clause (17) for more than 10 days after the imposition thereof; and

(18) Liens securing the obligations of the Company under that certain Agreement dated as of January 20, 1987.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

"Preferred Stock" means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary.

"Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

"S&P" means Standard and Poor's Ratings Group or any successor to the rating agency business thereof.

"SEC" means the Securities and Exchange Commission.

"Secured Indebtedness" means any Indebtedness of the Company secured by a Lien.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

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"Senior Credit Documents" means the collective reference to the Credit Agreement, the notes issued pursuant thereto and the collateral documents relating thereto, as amended, supplemented or otherwise modified from time to time.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of either Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

"Similar Business" means a business, the majority of whose revenues are derived from the activities of the Company and its Subsidiaries as of the Issue Date or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

"Special Fee" means that certain Special Fee, including any interest accrued thereon, payable to Vivendi or UPR pursuant to the terms of the Partnership Agreement as in effect on the Issue Date or as modified in a manner no less favorable to the Company.

"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

"Subordination Agreement" means the Subordination Agreement dated as of the Issue Date among the Company and the other parties thereto relating to the subordination of the Special Fee in right of payment to the notes.

"Subordinated Indebtedness" means (a) with respect to the Issuers, any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee.

"Subsidiary" means, with respect to any Person (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the indenture.

"Total Assets" means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

"Trustee" means the party named as such in the indenture until a successor replaces it and, thereafter, means the successor.

"Trust Officer" means:

(1) any officer within the corporate trust department of a Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of that Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person's knowledge of and familiarity with the particular subject, and

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(2) who shall have direct responsibility for the administration of the indenture.

"Unrestricted Subsidiary" means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries; provided further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant entitled "— Limitation on Restricted Payments."

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x) (1) the Company could Incur $1.00 of additional Indebtedness pursuant to the Debt to EBITDA Ratio test described under "— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," or (2) the Debt to EBITDA Ratio for the Company and its Restricted Subsidiaries would be lower than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation and

(y) no Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

"UPR" means any Person that owns and operates the business currently operated by the division of Vivendi known as Universal Parks & Resorts and its Affiliates.

"U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

"Vivendi" means Vivendi Universal Entertainment LLLP and its Affiliates.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors, managers or other voting members of the governing body of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

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"Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person 99% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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Description of Book-Entry System

The Global Exchange Note

The exchange note will be issued in the form of one or more notes in registered, global form without interest coupons, which is called collectively the global exchange note. Upon issuance, the global exchange note will be deposited with the Trustee as custodian for The Depository Trust Company, or DTC, and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in the global exchange note will be limited to persons who have accounts with DTC, which are called DTC participants, or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of the global exchange note with DTC's custodian, DTC will credit portions of the principal amount of the global exchange note to the accounts of the DTC participants; and

• ownership of beneficial interests in the global exchange note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global exchange note).

Beneficial interests in the global exchange note may not be exchanged for exchange notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for the Global Exchange Note

All interests in the global exchange note will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC's settlement system are controlled by DTC and may be changed at any time. We are not responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a "banking organization" within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a "clearing corporation" within the meaning of the Uniform Commercial Code; and

• a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC's nominee is the registered owner of the global exchange note, that nominee will be considered the sole owner or holder of the exchange notes represented by that global exchange note for all purposes under the indenture. Except as provided below, owners of beneficial interests in the global exchange note:

• will not be entitled to have exchange notes represented by the global exchange note registered in their names;

• will not receive or be entitled to receive physical, certificated exchange notes; and

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• will not be considered the owners or holders of the exchange notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

As a result, each investor who owns a beneficial interest in the global exchange note must rely on the procedures of DTC to exercise any rights of a holder of exchange notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the exchange notes represented by the global exchange note will be made by the Trustee to DTC's nominee as the registered holder of the global exchange note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in the global exchange note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of its obligations under the rules and procedures governing its operations.

Certificated Exchange Notes

Exchange notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related exchange notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

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Certain U.S. Federal Income Tax Consequences

The following discussion is a summary of certain U.S. federal income tax consequences of the exchange offer to holders of original notes, but is not a complete analysis of all potential tax effects. The summary below is based upon the Internal Revenue Code of 1986, as amended (the "Code"), regulations of the Treasury Department, administrative rulings and pronouncements of the Internal Revenue Service and judicial decisions, all of which are subject to change, possibly with retroactive effect. This summary does not address all of the U.S. Federal income tax consequences that may be applicable to particular holders, including dealers in securities, financial institutions, insurance companies and tax-exempt organizations. In addition, this summary does not consider the effect of any foreign, state, local, gift, estate or other tax laws that may be applicable to a particular holder. This summary applies only to a holder that acquired original notes at original issue for cash and holds such original notes as a capital asset within the meaning of Section 1221 of the Code.

An exchange of original notes for exchange notes pursuant to the exchange offer will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders who exchange their original notes for exchange notes in connection with the exchange offer and any such holder will have the same adjusted tax basis and holding period in the exchange notes as it had in the original notes immediately before the exchange.

The foregoing discussion of certain U.S. federal income tax considerations does not consider the facts and circumstances of any particular holder's situation or status. Accordingly, each holder of original notes considering this exchange offer should consult its own tax advisor regarding the tax consequences of the exchange offer to it, including those under state, foreign and other tax laws.

Plan of Distribution

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days after the Expiration Date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the reimbursement of the reasonable fees and disbursements of one counsel chosen by the holders of a majority the original notes being registered, which counsel shall be approved by us).

120

Legal Matters

Certain legal matters in connection with the exchange notes offered hereby will be passed upon for us by Cravath, Swaine & Moore LLP, New York, New York.

Experts

The consolidated financial statements at December 28, 2002 and December 29, 2001 and for the three years in the period ended December 28, 2002 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Available Information

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to this exchange offer. This prospectus does not contain all the information contained in the registration statement and the exhibits and schedules to the registration statement. For further information with respect to us, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. In connection with the filing of the registration statement, we will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the Exchange Act, we will file reports and other information with the SEC. The reports and other information can be inspected and copied at the public reference facilities that the SEC maintains at Room 1200, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the Commission at the principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

121

Index to Consolidated Financial Statements

				Page
Report of independent certified public accountants				F-2
Consolidated balance sheets				F-3
Consolidated statements of operations				F-5
Consolidated statements of changes in partners' equity				F-6
Consolidated statements of cash flows				F-7
Notes to consolidated financial statements				F-9

F-1

Report of Independent Certified
Public Accountants

The Partners
Universal City Development Partners, Ltd.

We have audited the accompanying consolidated balance sheets of Universal City Development Partners, Ltd. (UCDP) as of December 28, 2002 and December 29, 2001, and the related consolidated statements of operations, changes in partners' equity and cash flows for each of the three fiscal years in the period ended December 28, 2002. These financial statements are the responsibility of UCDP's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Since the date of completion of our audit of the accompanying financial statements and initial issuance of our report thereon dated January 31, 2003, which report contained an explanatory paragraph regarding UCDP's ability to continue as a going concern, UCDP, as discussed in Note 13, has completed an issuance of $500,000,000 in bonds. Therefore, the condition that raised substantial doubt about whether UCDP will continue as a going concern no longer exists.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of UCDP as of December 28, 2002 and December 29, 2001, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended December 28, 2002 in conformity with accounting principles generally accepted in the United States.

As explained in Notes 2 and 4 to the financial statements, effective July 2, 2000, UCDP adopted Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities."

/s/   Ernst & Young LLP

Orlando, Florida
September 3, 2003,
except for Note 14
as to which the date is
October 8, 2003

F-2

Universal City Development Partners, Ltd.
Consolidated Balance Sheets

(Dollars in thousands)				September 27, 2003				December 28, 2002				December 29, 2001
				(unaudited)
Assets
Current assets:
Cash and cash equivalents				$	150,029			$	12,265			$	71,192
Accounts receivable, net					13,301				13,832				12,053
Other receivables					—				14,500				—
Receivables from related parties					8,074				10,938				8,829
Inventories, net					41,425				40,121				43,987
Prepaid assets					14,594				8,231				4,899
Total current assets					227,423				99,887				140,960
Property and equipment, at cost:
Land and land improvements					489,343				504,949				515,520
Buildings and building improvements					1,338,647				1,337,160				1,302,392
Equipment, fixtures and furniture					998,552				1,087,442				1,093,274
Construction in process					39,265				9,321				17,687
Total property and equipment, at cost					2,865,807				2,938,872				2,928,873
Less accumulated depreciation					(902,918	)			(890,919	)			(755,839	)
Property and equipment, net					1,962,889				2,047,953				2,173,034
Other assets:
Investments in joint ventures					21,972				22,195				22,752
Deferred character rights, net of accumulated amortization of $3,675 (unaudited), $3,024, and $2,797, respectively, in 2003, 2002, and 2001					9,108				9,759				10,322
Deferred finance costs, net of accumulated amortization of $23,806 (unaudited), $18,872, and $14,227, respectively, in 2003, 2002, and 2001					28,553				12,226				11,730
Other assets					7,582				6,437				9,159
Total other assets					67,215				50,617				53,963
Total assets				$	2,257,527			$	2,198,457			$	2,367,957

(continued on next page)

F-3

Universal City Development Partners, Ltd.
Consolidated Balance Sheets (continued)

(Dollars in thousands)				September 27, 2003				December 28, 2002				December 29, 2001
				(unaudited)
Liabilities and partners' equity
Current liabilities:
Accounts payable and accrued liabilities				$	137,120			$	89,588			$	110,868
Unearned revenue					35,141				22,154				21,842
Due to Vivendi Universal Entertainment LLLP					14,312				9,535				15,793
Current portion of capital lease obligations					431				549				549
Current portion of long-term borrowings					—				207,368				150,000
Total current liabilities					187,004				329,194				299,052
Long-term liabilities:
Long-term borrowings, net of current portion					1,175,231				961,875				1,193,854
Deferred special fee payable to Vivendi Universal Entertainment LLLP					129,231				101,904				68,554
Capital lease obligations, net of current portion					380				616				1,291
Interest rate swaps, at fair market value					27,852				41,391				41,657
Other					4,905				4,183				4,844
Total long-term liabilities					1,337,599				1,109,969				1,310,200
Commitments and contingencies					—				—				—
Partners' equity:
Vivendi Universal Entertainment LLLP					377,995				399,305				400,181
Blackstone Capital					377,995				399,305				400,181
Accumulated other comprehensive loss					(23,066	)			(39,316	)			(41,657	)
Total partners' equity					732,924				759,294				758,705
Total liabilities and partners' equity				$	2,257,527			$	2,198,457			$	2,367,957

See accompanying notes.

F-4

Universal City Development Partners, Ltd.
Consolidated Statements of Operations

				Nine Months Ended								Fiscal Year Ended
(Dollars in thousands)				September 27, 2003				September 28, 2002				December 28, 2002				December 29, 2001				December 30, 2000
				(unaudited)
Operating revenues:
Theme park passes				$	293,446			$	286,682			$	366,076			$	377,292			$	410,361
Theme park food and beverage					76,388				76,291				94,871				93,106				104,167
Theme park merchandise					63,777				66,449				82,910				78,052				82,282
Other					115,136				103,232				133,762				126,818				132,466
Total operating revenues					548,747				532,654				677,619				675,268				729,276
Costs and operating expenses:
Theme park operations					113,307				115,575				152,002				145,411				149,000
Theme park selling, general and administrative					100,483				104,140				132,655				136,316				152,738
Theme park cost of products sold					71,072				74,563				94,375				90,795				100,589
Special fee payable to Vivendi Universal Entertainment LLLP and consultant fee					35,805				34,651				44,075				43,977				49,329
Depreciation and amortization					99,712				104,649				136,631				146,588				156,764
Other					74,448				63,417				76,973				84,701				76,956
Total costs and operating expenses					494,827				496,995				636,711				647,788				685,376
Operating income (loss)					53,920				35,659				40,908				27,480				43,900
Other (expense) income:
Interest expense					(86,035	)			(71,791	)			(93,596	)			(116,628	)			(136,305	)
Interest income					552				1,410				1,446				1,079				1,220
Change in fair value of interest rate swaps					(2,711	)			—				(2,075	)			—				—
Income from joint ventures					1,654				1,472				1,565				767				817
Other					—				—				—				—				(118	)
Total other expense					(86,540	)			(68,909	)			(92,660	)			(114,782	)			(134,386	)
Net loss				$	(32,620	)		$	(33,250	)		$	(51,752	)		$	(87,302	)		$	(90,486	)

See accompanying notes.

F-5

Universal City Development Partners, Ltd.
Consolidated Statements of Changes in Partners' Equity

(Dollars in thousands)				Vivendi Universal Entertainment LLLP				The Rank Group, PLC				Blackstone Capital				Accumulated Other Comprehensive Income (Loss)				Total Partners' Equity				Comprehensive Income (Loss)
Balance at January 1, 2000				$	396,450			$	396,450			$	—			$	—			$	792,900			$	—–
Cumulative effect of change in accounting principle					—				—				—				9,310				9,310				9,310
Change in fair value of interest rate swaps designated as hedges					—				—				—				(28,548	)			(28,548	)			(28,548	)
Partner contributions					92,625				17,625				75,000				—				185,250				—
Net loss					(45,243	)			(20,681	)			(24,562	)			—				(90,486	)			(90,486	)
Sale of partnership interest					—				(393,394	)			393,394				—				—				—
Balance at December 30, 2000					443,832				—				443,832				(19,238	)			868,426				(109,724	)
Change in fair value of interest rate swaps designated as hedges					—				—				—				(22,419	)			(22,419	)			(22,419	)
Net loss					(43,651	)			—				(43,651	)			—				(87,302	)			(87,302	)
Balance at December 29, 2001					400,181				—				400,181				(41,657	)			758,705				(109,721	)
Change in fair value of interest rate swaps designated as hedges					—				—				—				2,341				2,341				2,341
Partner contributions					25,000				—				25,000				—				50,000				—
Net loss					(25,876	)			—				(25,876	)			—				(51,752	)			(51,752	)
Balance at December 28, 2002					399,305				—				399,305				(39,316	)			759,294				(49,411	)
Change in fair value of interest rate swaps designated as hedges (unaudited)					—				—				—				16,250				16,250				16,250
Partner distributions (unaudited)					(5,000	)			—				(5,000	)			—				(10,000	)			—
Net loss (unaudited)					(16,310	)			—				(16,310	)			—				(32,620	)			(32,620	)
Balance at September 27, 2003 (unaudited)				$	377,995			$	—			$	377,995			$		(23,066)		$	732,924			$	(16,370	)

See accompanying notes.

F-6

Universal City Development Partners, Ltd.
Consolidated Statements of Cash Flows

				Nine Months Ended								Fiscal Year Ended
(Dollars in thousands)				September 27, 2003				September 28, 2002				December 28, 2002				December 29, 2001				December 30, 2000
				(unaudited)
Cash flows from operating activities
Net loss				$		(32,620)		$		(33,250)		$		(51,752)		$	(87,302	)		$	(90,486	)
Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:
Depreciation					99,061				104,017				135,783				145,174				156,036
Amortization of deferred character rights					651				632				848				1,414				728
Amortization of deferred finance costs					4,934				3,424				4,645				4,031				3,330
Accretion of bond discount					416				—				—				—				—
Loss from sale of property and equipment					1,285				—				—				787				—
Decrease in fair value of interest rate swap					2,711				—				2,075				—				—
Income from joint ventures					(1,654	)			(1,472	)			(1,565	)			(767	)			(817	)
Gain from non-monetary asset acquisition					—				—				(3,915	)			—				—
Gain related to settlement of capital claims					—				—				(1,085	)			—				—
Changes in operating assets and liabilities:
Accounts receivable, net					531				(1,129	)			(1,779	)			5,025				885
Receivables from related parties					2,864				(2,915	)			(2,109	)			2,269				6,943
Inventories, net					(1,304	)			1,197				3,866				2,940				(1,497	)
Prepaid assets					(6,363	)			(8,478	)			(3,332	)			(457	)			1,029
Other assets					(1,145	)			1,306				1,590				2,316				(10	)
Accounts payable and accrued liabilities					47,532				8,401				(16,041	)			(23,671	)			(29,127	)
Unearned revenue					12,987				8,691				312				983				(2,002	)
Due to Vivendi Universal Entertainment LLLP					4,777				(3,105	)			(6,258	)			10,556				(584	)
Deferred special fees payable to Vivendi Universal Entertainment LLLP					27,327				25,995				33,350				32,647				24,095
Other long-term liabilities					722				(170	)			(661	)			(652	)			387
Net cash provided by operating activities					162,712				103,144				93,972				95,293				68,910
Cash flows from investing activities
Property and equipment acquisitions					(39,169	)			(13,133	)			(26,124	)			(39,542	)			(75,639	)
Proceeds related to the settlement of capital claims					14,500				—				—				—				—
Proceeds related to the sale of property and equipment					12,961				—				1,815				395				1,795
Proceeds related to capital reimbursement					10,926				—				—				—				—
Reimbursement for tax increment financing and hotel infrastructure					—				—				—				654				3,515
Payments for character rights					—				(498	)			(285	)			(410	)			(965	)
Distributions from joint ventures, net					1,877				1,661				2,122				1,631				1,528
Net cash provided by (used in) investing activities				$	1,095			$	(11,970	)		$	(22,472	)		$	(37,272	)		$	(69,766	)

§Continued on next page.

F-7

Universal City Development Partners, Ltd.
Consolidated Statements of Cash Flows (continued)

				Nine Months Ended								Fiscal Year Ended
(Dollars in thousands)				September 27, 2003				September 28, 2002				December 28, 2002				December 29, 2001				December 30, 2000
				(unaudited)
Cash flows from financing activities
Payments of Partner distributions				$	(10,000	)		$	—			$	—			$	—			$	—
Proceeds from Partner contributions					—				50,000				50,000				—				185,250
Proceeds from bond offering					494,170				—				—				—				—
Proceeds from long-term borrowings					—				—				—				114,688				62,125
Payments on long-term borrowings, capital lease obligations and notes payable					(488,952	)			(180,470	)			(175,286	)			(119,191	)			(224,350	)
Payments for finance costs					(21,261	)			(5,141	)			(5,141	)			(649	)			(3,939	)
Net cash (used in) provided by financing activities					(26,043	)			(135,611	)			(130,427	)			(5,152	)			19,086
Net increase (decrease) in cash and cash equivalents					137,764				(44,437	)			(58,927	)			52,869				18,230
Cash and cash equivalents at beginning of year					12,265				71,192				71,192				18,323				93
Cash and cash equivalents at end of year				$	150,029			$	26,755			$	12,265			$	71,192			$	18,323
Supplemental disclosure of cash flow information
Cash paid for interest, including interest rate swaps				$	53,810			$	73,498			$	95,073			$	111,291			$	117,446
Supplemental disclosures of noncash information
(Decrease) increase in interest rate swap liability				$	(13,539	)		$	2,542			$	(266	)		$	22,419			$	19,238
Property and equipment acquired in non-monetary asset acquisition				$	—			$	—			$	3,915			$	—			$	—
Receivable related to the settlement of capital claims				$	—			$	—			$	14,500			$	—			$	—
Disposal of fully depreciated assets				$	87,062			$	—			$	—			$	—			$	—

See accompanying notes.

F-8

Universal City Development Partners, Ltd.
Notes to Consolidated Financial Statements

1.    Nature of Business

Ownership

Universal City Development Partners, LP (UCDP LP) was a limited partnership organized in Delaware. Effective June 5, 2002, UCDP LP became organized in Florida and changed its legal name to Universal City Development Partners, Ltd. (UCDP). Through several holding partnerships and corporations, the ultimate owners, each having a 50% interest (the Partners), are Vivendi Universal Entertainment LLLP (VUE), an affiliate of Universal Studios, Inc. (USI), which in turn is a subsidiary of Vivendi Universal S.A. (Vivendi), and Blackstone Capital (Blackstone). The Rank Group, Plc. (Rank) sold its interest in UCDP to Blackstone in July 2000. Both Partners share in profits and losses, contributions and distributions of UCDP in accordance with their ownership percentage.

Operations

UCDP owns and operates two themed attractions, an entertainment complex, sound stages and movie and television production facilities domiciled in the state of Florida. The two themed attractions are known as Universal's Islands of Adventure (IOA) and Universal Studios Florida (USF), and the entertainment complex is Universal's CityWalk Orlando (CityWalk).

Universal City Travel Partners d/b/a, Universal Parks & Resorts Vacations (UPRV), formerly d/b/a Universal Studios Vacations, is a subsidiary of UCDP, which is included in the accompanying consolidated financial statements. UCDP has a 99% ownership interest in UPRV. The 1% limited partnership is owned by Universal City Florida Holding Company II, a related party. Management has excluded the minority interest based on it being insignificant to the accompanying consolidated financial statements.

UCDP's fiscal year is the 52- or 53-week period ending the Saturday closest to December 31.

2.    Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the consolidated amounts of UCDP and its subsidiaries, UPRV and UCDP Finance, Inc. All significant intercompany balances and transactions have been eliminated upon consolidation.

On January 6, 2000, Universal City Florida Partners and UCDP, the entities operating the two themed attractions, merged with UCDP being the surviving partnership. Since these entities were under common control, it was accounted for similar to a pooling. Accordingly, all the accompanying consolidated financial statements during the year ended December 30, 2000 include all transactions related to both Universal City Florida Partners and UCDP.

Unaudited Interim Financial Information

The financial information as of September 27, 2003 and during the nine months ended September 27, 2003 and September 28, 2002 is unaudited. In the opinion of management, the interim financial information includes all adjustments, which consist of normal recurring adjustments necessary for a fair presentation of the results for the interim periods. These results of operations during the nine months ended September 27, 2003 are not necessarily indicative of the results to be expected for any future period.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management of UCDP to make estimates and assumptions that affect the

F-9

reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of amounts held as bank deposits and marketable securities with original maturities of 90 days or less.

Allowance for Doubtful Accounts

UCDP periodically makes judgments regarding the collectibility of outstanding receivables and provides appropriate allowances when collectibility becomes in doubt. In addition, UCDP provides a general allowance for outstanding receivables in good standing based on historical bad debt experience. The allowance for doubtful accounts was approximately $867,000,000 (unaudited), $2,694,000, $3,496,000 and $1,363,000, respectively, at September 27, 2003, December 28, 2002, December 29, 2001 and December 30, 2000. During the nine months ended September 27, 2003, and the years ended December 28, 2002 and December 29, 2001, respectively, UCDP recorded an additional allowance for outstanding receivables of approximately $79,000 (unaudited), $2,385,000, and $2,585,000. During the nine months ended September 27, 2003, and the years ended December 28, 2002 and December 29, 2001, respectively, UCDP recorded a reduction to the allowance for outstanding receivables of approximately $1,906,000 (unaudited), $3,187,000, and $452,000. A portion of the allowance recorded during the years ended December 28, 2002 and December 29, 2001 related to Latin Quarter, of which approximately $2,610,000 was reversed in connection with the forgiveness of outstanding receivables during the year ended December 28, 2002 (see Note 11).

Inventories

Inventories, principally spare parts, food and merchandise, are stated at the lower of cost or market. Cost is determined using the average cost method. UCDP records a provision for the value of inventory, which has been deemed to have a realizable value that is less than the average cost.

The reserve for merchandise amounted to approximately $1,364,000 (unaudited), $1,651,000, $1,198,000, and $3,469,000, respectively, at September 27, 2003, December 28, 2002, December 29, 2001, and December 30, 2000. During the nine months ended September 27, 2003, and the year ended December 28, 2002, respectively, UCDP recorded an additional merchandise reserve of $496,000 (unaudited) and $1,299,000. No merchandise reserve was recorded during the year ended December 29, 2001. During the nine months ended September 27, 2003, and the years ended December 28, 2002 and December 29, 2001, respectively, UCDP recorded a reduction to the merchandise reserve of $783,000 (unaudited), $846,000, and $2,271,000.

The reserve for spare parts amounted to approximately $1,387,000 (unaudited), $1,181,000, $1,079,000, and $162,000, respectively, at September 27, 2003, December 28, 2002, December 29, 2001, and December 30, 2000. During the nine months ended September 27, 2003, and the years ended December 28, 2002 and December 29, 2001, respectively, UCDP recorded an additional spare parts reserve of $206,000 (unaudited), $102,000, and $917,000. During these same periods, no amounts were recorded as a reduction to the spare parts reserve.

Investments in Joint Ventures

In conjunction with the construction and operation of CityWalk, UCDP entered into joint venture relationships in which UCDP shared in construction costs and the profits and losses, as defined in each separate agreement. Each interest is accounted for under the equity method of accounting for investments. UCDP's investment in joint ventures is recorded as UCDP's share of construction costs, adjusted for profits and losses, distributions and contributions for each joint venture.

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UCDP's equity interest in each joint venture is as follows during each year:

				Percentage
Motown Cafe Orlando, L.P., LLLP (Motown)				20%
Nascar Cafe/Orlando				25%
Universal/Cineplex Odeon (Cineplex Odeon)				50%
JB/Universal City Restaurant Partners, L.P. (Margaritaville)				50%

In 1996, UCDP entered into a limited liability partnership with an unrelated entity for the construction and operation of Motown. In 1999, the unrelated entity sold its interest in the Motown partnership to a subsidiary of VUE. UCDP maintains a 20% equity interest in the restaurant. UCDP shares in profits and losses according to ownership percentages, as defined in the limited liability partnership agreement. In addition, UCDP manages Motown. In connection with these management services, UCDP incurs and is reimbursed for various costs on behalf of Motown, including payroll, property taxes and food purchases. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, the total amounts received by UCDP from Motown for these expenses was approximately $2,070,000 (unaudited), $2,607,000 (unaudited), $3,600,000, $3,300,000, and $4,600,000.

The capital contributions necessary for the construction of Margaritaville were funded entirely by UCDP. The other joint venture partner was not required to fund construction under the terms of the partnership agreement, but received a 50% interest in the joint venture in exchange for the trademark name. Both joint venture partners share in profits and losses, contributions and distributions of the joint venture in accordance with their ownership percentage. In addition, UCDP provides professional services to Margaritaville.

During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, UCDP earned a fee related for these services from Motown and Margaritaville of approximately $1,101,000 (unaudited), $1,054,000 (unaudited), $1,318,000, $1,148,000 and $1,162,000, which was recorded in other revenues in the accompanying consolidated statements of operations.

Property and Equipment

Property and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of those assets as follows:

				Useful Life (In Years)
Land improvements				15
Buildings and building improvements				20 – 40
Equipment, fixtures and furniture				3 – 20

Impairment of Long-Lived Assets and Intangibles

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 144, Accounting For the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and requires that one accounting impairment model be used for long-lived assets to be disposed of by sales, whether previously held and used or newly acquired, and broadens the presentation of discontinued operations to include more disposal transactions. SFAS 144 is effective for fiscal years beginning after December 15, 2001.

In connection with SFAS 144, UCDP reviews its long-lived assets and certain identifiable intangibles for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable. If the review reveals an impairment as indicated based on undiscounted cash flows, the carrying amount of the related long-lived assets or identifiable intangibles are adjusted to fair value. There has been no impairment of UCDP's long-lived assets or identifiable intangibles during any of the periods presented in the accompanying consolidated financial statements.

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Deferred Character Rights

Deferred character rights consist of amounts paid by UCDP for the rights to use certain characters in its theme parks. Deferred character rights are recorded at cost and amortized over a period ranging from 10 to 20 years, which has a weighted average of 15 years. Amortization of deferred character rights will be approximately $868,000 during each of the next five years.

Deferred Finance Costs

UCDP capitalizes certain costs related to the issuance of debt. The amortization of such costs is recognized as interest expense based on the effective interest method over the term of the respective debt issuance.

Revenue Recognition

Revenue from theme park pass sales is recognized at the time passes are redeemed. Revenue from theme park annual pass sales is recognized over the period of benefit. Revenue from food and beverage and merchandise sales is recognized at the time of sale. Unearned revenue primarily consists of amounts received from the sale of passes, which have not yet been redeemed. In addition to unredeemed passes, unearned revenue includes up-front payments related to CityWalk venues and corporate sponsorships which is recognized into revenue over the period of the benefit.

Other Operating Revenues

Other operating revenues, which consist primarily of sales generated by CityWalk, UPRV and the parking facility, are recognized as earned.

Advertising, Sales and Marketing Costs

The costs of advertising, sales and marketing are charged to operations in the year incurred. Production costs of advertising are charged to operations at the first showing of the related advertisement. Total costs of advertising, sales and marketing amounted to approximately $54,066,000 (unaudited), $59,756,000 (unaudited), $72,795,000, $80,835,000, and $94,504,000, respectively, during the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, and are primarily included in theme park selling, general and administrative expenses in the accompanying consolidated statements of operations.

Theme Park Cost of Products Sold

Theme park cost of products sold consists of payroll and product costs related to the sale of food and beverage and merchandise at the theme parks.

Other Costs and Operating Expenses

Other costs and operating expenses consist primarily of costs incurred by CityWalk and UPRV. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001 and December 30, 2000, respectively, costs related to CityWalk amounted to approximately $29,261,000 (unaudited), $25,856,000 (unaudited), $33,854,000, $34,943,000 and $34,680,000. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001 and December 30, 2000, respectively, costs related to UPRV amounted to approximately $28,801,000 (unaudited), $29,698,000 (unaudited), $36,384,000, $36,282,000 and $31,739,000.

Financial Instruments

The carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments.

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The estimated fair values of other financial instruments subject to fair value disclosures, determined based on quotes from major financial institutions, and the related carrying amounts are as follows (in thousands):

				September 27, 2003								December 28, 2002								December 29, 2001
				Carrying Value				Fair Value				Carrying Value				Fair Value				Carrying Value				Fair Value
				(unaudited)
Long-term borrowings				$	1,175,231			$	1,263,701			$	1,169,243			$	1,169,243			$	1,343,854			$	1,343,854
Interest rate swaps					27,852				27,852				41,391				41,391				41,657				41,657
Total				$	1,203,083			$	1,291,553			$	1,210,634			$	1,210,634			$	1,385,511			$	1,385,511

Concentration of Credit Risk

Financial instruments that potentially subject UCDP to concentrations of credit risk consist primarily of accounts receivable and interest rate swaps. The credit risk associated with accounts receivable is limited by the volume of customers as well as the establishment of credit limits. UCDP is exposed to credit loss in the event of nonperformance by the counterparties to interest rate swap transactions. The counterparties to these contractual arrangements are several major financial institutions with which UCDP also has other financial relationships. UCDP does not anticipate nonperformance by such parties.

Interest Rate Swaps

UCDP utilizes interest rate swap agreements to manage a portion of interest rate exposures. The principal objective of the swap agreements is to minimize the risks and costs associated with financial activities. UCDP does not use financial instruments for trading purposes. UCDP specifically designates interest rate swap hedges of outstanding debt instruments and recognizes interest differentials as adjustments to interest expense in the period they occur.

Effective July 2, 2000, UCDP adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133) to account for its interest rate swaps. This standard established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that the entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those assets at fair value. The fair values are the estimated amounts that UCDP would pay or receive upon termination of the swap agreements at the reporting date, taking into account current interest rates and the current creditworthiness of the counterparties. Changes in the underlying market value of swap arrangements that qualify as hedging activities under SFAS 133 are recognized as other comprehensive income.

Income Taxes

No provision for income taxes has been recorded in the accompanying consolidated financial statements, as the owners are required to report their share of UCDP's earnings or losses in their respective income tax returns. The Partners' tax returns and the amounts of allocable income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to income or loss, the tax liability of the Partners could be changed accordingly.

Certain transactions of UCDP may be subject to accounting methods for income tax purposes which differ from the accounting methods used in preparing the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States. Accordingly, the net income or loss of UCDP reported for income tax purposes may differ from the balances reported for those same items in the accompanying consolidated financial statements. A majority of the differences arise primarily due to the use of different estimated useful lives for property and equipment for income tax reporting purposes as compared to those used for financial reporting purposes.

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Stock Options

UCDP participates in Vivendi's stock option plan that provides options to officers, directors and key employees of UCDP. These options give UCDP employees the right to purchase shares of Vivendi's common stock at a set price or receive cash for the difference between the market value of Vivendi's common stock and the exercise price on their options. All options are granted at market value. One third of the options vest at the end of each year for each of the three years subsequent to the grant date. Options expire eight years from the date of the grant.

UCDP is responsible for the expense and the cash payment related to these stock options. Accordingly, if an employee of UCDP exchanges their options for the cash difference between the grant price and market price, UCDP pays this difference directly to the employee. However, if an employee of UCDP exchanges their options for shares of Vivendi stock, the employee pays Vivendi for the grant price, while UCDP reimburses Vivendi for the difference between the grant price and market price

At the date of grant and each subsequent period, UCDP records an accrual calculated based on the fair value of UCDP's cash payment, which is the difference between the option grant price and the period-end market price for all vested shares. Since options are granted at fair value, no additional accrual is recorded at the date of grant. Based on the market price of vested shares being less than the grant price, UCDP had no liability recorded related to the vested options at September 27, 2003 and December 28, 2002. At December 29, 2001, UCDP had an accrual of approximately $1,376,000.

At September 27, 2003, December 28, 2002, and December 29, 2001, respectively, there were 198,769 (unaudited), 221,707 and 196,145 options vested and outstanding. During the nine months ended September 27, 2003 and September 28, 2002, and the year ended December 28, 2002, no options were granted. During the years ended December 29, 2001, and December 30, 2000, respectively, 28,288 and 101,521 options were granted.

Pro forma information regarding net loss is required by SFAS 123, which also requires that the information be determined as if we had accounted for our employee stock options granted subsequent to December 31, 1994, under the fair value method of that statement. The fair value for these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions, which are consistent with the assumptions used by Vivendi:

				Nine Months Ended September 27, 2003				Year Ended
								December 28, 2002				December 29, 2001				December 30, 2000
Expected life (years)					5.5				5.5				6.3				7.9
Interest rate					5.0	%			5.0	%			4.9	%			4.8	%
Volatility					60.0	%			60.0	%			35.0	%			35.0	%
Dividend yield					0	%			0	%			1	%			1	%

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period.

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UCDP's pro forma information is as follows (in thousands):

				Nine Months Ended								Year Ended
				September 27, 2003				September 28, 2002				December 28, 2002				December 29, 2001				December 30, 2000
				(unaudited)
Net loss (as reported)				$	(32,620	)		$	(33,250	)		$	(51,752	)		$	(87,302	)		$	(90,486	)
Stock option (income) expense (as reported)					—				(1,376	)			(1,376	)			(1,006	)			912
Pro forma stock option expense					(895	)			(1,203	)			(1,604	)			(1,619	)			(733	)
Pro forma net loss				$	(33,515	)		$	(35,829	)		$	(54,732	)		$	(89,927	)		$	(90,307	)

Change in Estimate

During the year ended December 28, 2002, UCDP revised certain accounting estimates related to compensated absences for sick leave. This change resulted from management's analysis of trend data related to the number of compensated absences earned and used by employees. Although UCDP had a new payroll system that accumulated this information prior to 2002, management's view was that this information did not provide sufficient predictability to justify changing its estimate. Accordingly, through the end of 2001, UCDP continued to accrue for sick leave based on available days. After accumulating two years of trend data, UCDP had improved judgment related to the reliability of this compensated usage information. Accordingly, UCDP recorded approximately $3,730,000 related to this change in estimate as an offset to other costs and operating expenses in the accompanying consolidated statements of operations during the year ended December 28, 2002.

Recent Issued Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements 4, 44, and 64, Amendment of FASB Statement 13, and Technical Corrections (SFAS 145). This statement rescinds SFAS 4, SFAS 44, and SFAS 64. In addition, it also amends SFAS 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. Adoption of SFAS 145 did not have a material impact on UCDP's financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002 with earlier application encouraged. Adoption of SFAS 146 did not have a material impact on UCDP's financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation–Transition and Disclosure (SFAS 148), an amendment of SFAS 123. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. This statement is effective for financial statements for fiscal years ending after December 15, 2002. Because UCDP accounted for stock options under the intrinsic method in each period presented, adoption of SFAS 148 did not have a material impact on UCDP's financial position or results of operations (see Note 7).

In January 2003, the FASB issued Interpretation (FIN) 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 provides a new consolidation model, which determines control and consolidation of entities based on potential variability in gains and losses of the entities being evaluated for

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consolidation. This statement is effective during the first period beginning after December 15, 2003. Based on UCDP's assessment of FIN 46, UCDP determined that it is a party to one variable interest entity. This entity is one of UCDP's joint ventures, which operates a restaurant in CityWalk. Based on the effective date of FIN 46, this entity will be consolidated in UCDP's financial results as of and during the year ended December 27, 2003. Total assets of this entity at December 28, 2002 was approximately $21,012,000. Total revenues of this entity during the year ended December 28, 2002 was $21,709,000. This entity has no significant liabilities to third parties. UCDP's maximum loss exposure would be approximately $4,400,000 at December 28, 2002, which represents the excess of UCDP's investment in this entity over UCDP's proportionate share of this entity's tangible net assets.

3.    Long-Term Borrowings

The JP Morgan Chase (JP Morgan) credit facility (the Term Loan) consists of both a term loan and working capital component with a consortium of lenders led by JP Morgan. This facility is secured by a mortgage on substantially all of UCDP's real and personal property. The Term Loan was amended on March 28, 2003 (see Note 13).

The Term Loan consisted of an approximately $1,122,188,000 term loan and a revolving working capital facility with a maximum available credit line of approximately $59,063,000 at December 28, 2002. No funds were outstanding on the working capital facility at December 28, 2002. At December 29, 2001, the Term Loan consisted of an approximately $1,229,063,000 term loan and a revolving working capital facility with a maximum available credit line of approximately $66,563,000. At December 29, 2001, $1,876,000 was available on the working capital facility. Borrowings bear interest at either the prime rate publicly announced by Morgan Guaranty Trust Company of New York plus a margin, or at the London Interbank Offer Rate (LIBOR) plus a margin, at the option of UCDP. UCDP had outstanding loans at December 28, 2002, under the LIBOR alternative with an average interest rate of 6.36% (including the effect of interest rate swap arrangements). Additionally, a commitment fee of .35% per annum is payable on the unused amounts of the working capital facility. The Term Loan is repayable in graduating quarterly installments which commenced on December 31, 1999, and end on June 30, 2007.

The Term Loan contains certain customary limitations. The most restrictive limitations relate to the incurrence of liens, additional indebtedness and maintenance of funded debt, interest coverage and debt service ratios, among other restrictions. At December 28, 2002, UCDP was in compliance with all terms of the Term Loan.

On March 28, 2002, the Term Loan was amended (the 2002 Amendment) and the Partners contributed $50,000,000 to UCDP on April 15, 2002. This contribution was used to reduce future scheduled payments on the term loan and temporarily prepay the working capital facility. The 2002 Amendment resulted in the modification of certain financial ratios effective the first quarter of 2002, and an increase in the interest rate from the effective date. In connection with the 2002 Amendment, UCDP incurred approximately $5,141,000 in bank fees, which were capitalized as deferred finance costs during the year ended December 28, 2002.

As discussed in Note 1, Rank sold its interest in UCDP to Blackstone in July 2000. In connection with this sale, the JP Morgan Credit Facility was amended (the Amendment) and the Partners contributed $175,000,000 to UCDP. In accordance with the requirements of the Amendment, a prepayment of $104,000,000 was made on the term loan, which was applied to reduce future scheduled repayments. Additionally, a temporary payment of $30,000,000 was made on the working capital facility. The Amendment also required UCDP to provide a first mortgage on substantially all UCDP's property and to begin making prepayments beginning in 2001, in an amount equal to 75 percent of excess cash flow, as defined in the Amendment. Certain financial ratios were also amended effective the second quarter of 2000. Additionally, all special fees payable to VUE (see Note 9) were deferred effective July 2, 2000, until the Term Loan is repaid. In connection with the Amendment, UCDP incurred approximately $3,939,000 in bank fees, which were capitalized as deferred finance costs during the year ended December 30, 2000. In addition, UCDP incurred approximately $470,000 in legal fees and

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$10,800,000 in mortgage taxes and title insurance related to debt amendments, which were included in interest expense in the accompanying consolidated statements of operations during the year ended December 30, 2000.

During November 1999, UCDP entered into revolving credit agreements with Wachovia Bank (Wachovia) and Fleet Capital Corporation (Fleet) (collectively, the Agreements). The terms of the Agreements are identical. Both Agreements allow for borrowings up to $25,000,000, which bear interest at the higher of the prime rate plus 1.0% or federal funds rate plus 1.5% per year or at the LIBOR rate plus 2.0%. UCDP had outstanding loans at December 28, 2002 and December 29, 2001, of $47,000,000 and $50,000,000 respectively, under the LIBOR alternative with an average interest rate of 3.61% and 4.22%.

A commitment fee of 1.0% per year is payable on unused amounts of the facility. The Agreements contain certain customary limitations and a cross-default provision with the Term Loan. The Agreements also contain certain provisions that secure Wachovia and Fleet in the event of a default of principal or interest payments by UCDP. At December 28, 2002, this secured interest included $27,000,000 in a cash account established by Vivendi and a $27,000,000 letter of credit purchased by Rank. The Wachovia and Fleet facilities are due in full in November 2003. The Wachovia and Fleet facilities were repaid and cancelled on March 28, 2003 (see Note 13).

Scheduled maturities of amounts drawn at December 28, 2002, are as follows (in thousands):

Fiscal Year				Amount
2003				$	207,368
2004					213,750
2005					302,812
2006					285,000
2007					160,313
				$	1,169,243

UCDP capitalizes interest on significant capital projects, which require an extended period of time to complete. UCDP capitalized interest of approximately $1,665,000 (unaudited), $148,000, $198,000, $2,282,000, respectively, during the nine month period ended September 27, 2003, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000. No interest was capitalized during the nine months ended September 28, 2002.

4.    Interest Rate Swaps

As of July 2, 2000, the cumulative effect of adopting SFAS 133, was to record a long-term asset and other comprehensive income of $9,310,000. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, the fair value of the interest-rate swaps changed by approximately $16,250,000 (unaudited), $2,542,000 (unaudited), $2,341,000, $22,419,000 and $28,548,000 and was recorded in accumulated other comprehensive loss in the accompanying consolidated statements of changes in partners' equity.

At September 27, 2003, December 28, 2002, and December 29, 2001, respectively, UCDP had several interest-rate swap agreements outstanding with aggregate notional debt amounts of $478,000,000 (unaudited), $540,000,000, and $938,000,000. The swap agreements provide for quarterly reductions in notional value until expiration in 2006. These agreements effectively converted UCDP's variable interest rate on a portion of its long-term bank debt to fixed rates ranging from 10.74% to 10.77% (unaudited), 9.01% to 9.07% and 8.74% to 8.81% at September 27, 2003, December 28, 2002, and December 29, 2001, respectively.

During the year ended December 29, 2001, UCDP entered into an interest-rate collar for a notional amount of $175,000,000. This collar had a LIBOR floor of 5.01 percent and a cap of 6.00 percent, and covered the period from December 3, 2001 through December 1, 2002.

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In addition, during November 2002, UCDP entered into a forward starting interest rate swap with a fixed interest rate of 3.63%, a $150,000,000 notional amount, and a term from January 2004 to January 2006. This interest rate swap did not qualify for hedge accounting treatment under SFAS 133. Accordingly, during the nine month period ended September 27, 2003 and the year ended December 28, 2002, respectively, UCDP recorded approximately $2,711,000 (unaudited) and $2,075,000 related to the decrease in fair value in other expense in the accompanying consolidated statements of operations.

5.    Operating Lease Obligations

UCDP has entered into various leases for equipment, office and warehouse space. The leases are noncancelable operating leases which expire at various dates through 2013.

The following is a five-year schedule of minimum future rental payments under the noncancelable operating leases (in thousands):

Fiscal Year				Amount
2003				$	3,617
2004					2,740
2005					2,272
2006					1,770
2007					1,071
Thereafter					4,496
				$	15,966

During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, UCDP incurred rent expense under the operating leases of approximately $3,047,000 (unaudited), $3,152,000 (unaudited), $4,242,000, $4,262,000, and $4,240,000, and was included in the related costs and operating expenses in the accompanying consolidated statements of operations.

6.    Capital Leases

UCDP leases certain equipment under capital leases. At September 27, 2003, December 28, 2002, and December 29, 2001, respectively, equipment, fixtures and furniture included approximately $705,000 (unaudited), $1,065,000, and $1,720,000, net of accumulated depreciation. Depreciation expense related to assets under capital leases amounted to approximately $584,000 (unaudited) during the nine months ended September 27, 2003 and September 28, 2002, and $655,000 during the years ended December 28, 2002, December 29, 2001, and December 30, 2000.

At December 28, 2002, future minimum lease payments due under capital leases are as follows (in thousands):

Fiscal Year				Amount
2003				$	746
2004					278
2005					186
2006					75
Total minimum lease payments					1,285
Less amount representing interest					(120	)
Present value of minimum lease payments					1,165
Less current portion of capital lease obligations					(549	)
Capital lease obligations, net of current portion				$	616

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7.    Compensation Plans

Deferred Compensation Plan

UCDP has a deferred compensation plan (the Plan) that permits eligible executives and members of management to defer a specified portion of their compensation. Under the plan, employees may defer up to 80% of base salary and/or up to 100% of bonus compensation. The deferred compensation, together with limited partnership matching contributions, which vest immediately, accrue earnings based on elected investment alternatives. Employees are eligible to receive distributions at their election at retirement, at termination of their employment, at death or during specified in service periods, or in the event of an approved unforeseeable financial emergency. At September 27, 2003, December 28, 2002, and December 29, 2001, respectively, UCDP had accrued approximately $4,705,000 (unaudited), $3,599,000, and $3,959,000 for its obligations to participating employees under the Plan. Amounts are included in other long-term liabilities in the accompanying consolidated balance sheets. To fund the Plan, UCDP purchased partnership-owned life insurance contracts. The cash surrender value of these policies was approximately $4,249,000 (unaudited), $3,267,000, $3,132,000, respectively, at September 27, 2003, December 28, 2002, and December 29, 2001, and is included in other assets in the accompanying consolidated balance sheets.

Long-Term Incentive Growth Plan

UCDP has a long-term incentive growth plan (the Growth Plan) to provide selected key employees the opportunity to benefit from the growth in value of UCDP. Participating employees are granted appreciation rights in the Growth Plan, which are exchanged for cash at the exercise date. The exercise date is the earlier to occur of a change in ownership or January 1, 2005. The value of these appreciation rights is generally based on the growth of market value of the Partners' equity ownership interests in UCDP. If a change of ownership occurs, the payout value is computed based on the sales price of this ownership change. If January 1, 2005 is reached, the payout value is calculated based on an earnings multiple from the financial results generated during 2004. UCDP accrues the estimated payout value of the Growth Plan straight line over the term of the Growth Plan based on assumption that January 1, 2005 occurs prior to an ownership change. At September 27, 2003 and December 28, 2002, respectively, UCDP had approximately $3,124,000 (unaudited) and $1,946,000 accrued in salary, bonuses and benefits related to the Growth Plan. No amounts were accrued at December 29, 2001.

8.    Accounts Payable and Accrued Liabilities

The major components of accounts payable and accrued liabilities are as follows (in thousands):

				September 27, 2003				December 28, 2002				December 29, 2001
				(unaudited)
Accounts payable				$	7,884			$	4,092			$	4,683
Capital expenditures					18,736				24,938				35,378
Marketing and advertising					3,696				7,046				11,381
Interest					41,557				13,017				18,991
Compensation and benefits					22,503				20,826				20,765
Operating accruals					16,066				12,822				14,531
Consulting fees					4,747				3,171				2,757
Property and sales tax					18,086				610				349
Other					3,845				3,066				2,033
Total				$	137,120			$	89,588			$	110,868

9.    Related Party Transactions

VUE provides UCDP with services relating to the management and operation of the theme parks, the costs of which are reimbursed to VUE under the terms of the partnership agreement. Some of these services include: blanket insurance coverage; creative design of new rides and attractions; procurement

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of merchandise; management of corporate sponsorship; and sharing the services of a number of senior executives. These costs are allocated to UCDP by VUE. Insurance premiums are allocated based upon relative payroll, revenues and claims experience. Creative design labor is allocated based upon time spent on UCDP projects. Procurement of merchandise allocation involves the allocation of costs betwen international and domestic businesses and then among the domestic properties based upon proportionate share of retail revenues. Corporate sponsorship expenses are allocated in proportion to the share of corporate sponsorship revenues. Corporate sponsorship revenues are allocated to the business units that benefit from the sponsorship. Labor cost for shared senior executives is allocated based upon estimated time incurred. UCDP receives an allocation of shared services provided based upon the relative number of transactions processed. Universal Parks & Resorts, a division of VUE that administers the allocations, has indicated to UCDP that their allocation methods are reasonable. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, UCDP incurred $29,850,000 (unaudited), $19,576,000 (unaudited), $31,046,000, $29,447,000, and $25,647,000 related to these services.

In addition, VUE has an indirect interest in certain restaurants and retail outlets in CityWalk, including Hard Rock Cafe/Hard Rock Live and Motown. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, UCDP earned aggregate rent of approximately $2,172,000 (unaudited), $2,158,000 (unaudited), $2,805,000, $2,767,000, and $2,693,000.

Under the terms of the UCDP partnership agreement, a special fee is payable to VUE equal to 5% of revenue, as defined, generated by USF and IOA. The special fee related to IOA is deferred until equity distributions to the Partners reach a specified level of their initial investment. In addition, based on previous amendments to the Term Loan (see Note 3), the special fee related to both USF and IOA are deferred until certain ratios are met. Interest is accrued monthly at the prime rate on the outstanding amount of the deferred special fee. Interest expense incurred on the deferred special fee was approximately $3,577,000 (unaudited), $2,884,000 (unaudited), $3,989,000, $3,474,000, and $1,874,000, respectively, during the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000 and was included in interest expense in the accompanying consolidated statements of operations. The special fee amounted to approximately $23,750,000 (unaudited), $23,111,000 (unaudited), $29,361,000, $29,173, 000, and $32,682,000, respectively, during the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000.

Under the terms of the partners agreement, at any time after February 1, 2005, Blackstone or VUE may make a binding offer, specifying the proposed sale price to sell to the other its entire interest in UCDP. An offer to sell would also be deemed a binding offer to purchase the nonoffering Partner's interest in UCDP.

During the year ended December 28, 2002, UCDP entered into an Advisory Services Agreement (Services Agreement) in which the Partners will provide UCDP with advisory and consulting services in connection with the ongoing strategic and operational oversight of UCDP's affairs in such areas as financing structures, public and private offerings of debt and equity securities and property dispositions and acquisitions. In connection with the Services Agreement, UCDP will pay each Partner $1,250,000 annually. During the nine months ended September 27, 2003 and September 28, 2002, and the year ended December 28, 2002, respectively, UCDP incurred $1,875,000 (unaudited), $2,500,000 (unaudited), and $2,500,000 related to the Services Agreement, which was included in other costs and operating expenses in the accompanying statements of operations.

UCDP has a lease agreement with UCF Hotel Venture (UCF HV), an entity partially owned by VUE. The lease is for the land under three hotel sites, which requires lease payments based on a percentage of hotel revenue. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, UCDP recorded approximately $1,447,000 (unaudited), $1,018,000 (unaudited),

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$1,425,000, $1,001,000, and $688,000 related to hotel lease revenue. These amounts are included in other operating revenues in the accompanying consolidated statements of operations. Hotel guests may charge theme park passes, food and beverage and merchandise sold at IOA, USF and certain CityWalk venues to their hotel room account by presenting their room key. UCDP then collects this revenue by billing UCF HV. In addition, UCDP provides and is partially reimbursed for bus and boat transportation for hotel guests, maintenance of the related waterways and pedestrian walkways, and hotel marketing. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, total amounts received from UCF HV were approximately $13,087,000 (unaudited), $10,000,000 (unaudited), $14,146,000, $10,068,000, and $5,383,000.

At December 30, 2000, UCDP had received approximately $15,704,000 in reimbursement for construction costs from UCF HV. No additional reimbursement was received during subsequent periods. The amounts received were used to reimburse UCDP for construction costs paid to date on infrastructure areas surrounding the hotel sites. The reimbursement was recorded as an offset to land and land improvements. The operations of the three hotels will be carried out by UCF HV.

VUE owns the Wet 'n Wild water park in Orlando (WNW). UCDP participates in and manages a ticketing program which permits customers to visit several local amusement parks on one ticket, including IOA, USF, and WNW. Revenue is then shared among the participating amusement parks. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, UCDP's share of revenue from this ticketing program was approximately $25,593,000 (unaudited), $22,140,000 (unaudited), $27,442,000, $30,575,000, and $22,556,000. During the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000, respectively, WNW's share of this ticketing program was approximately $4,824,000 (unaudited), $4,158,000 (unaudited), $5,162,000, $5,665,000, and $4,238,000.

VUE provides research and development for many of UCDP's rides. These costs are allocated pro rata among the various VUE theme parks that are building the same ride. Under this arrangement, UCDP collected approximately $10,926,000 from Universal Studios Japan (USJ), which is partially owned and operated by affiliates of VUE, during the nine months ended September 27, 2003 related to the technology and design of The Amazing Adventures of Spider-Man® ride. In addition, UCDP shared costs of developing Shrek 4-D with USJ and Universal Studios Hollywood, an affiliate of VUE, which allowed UCDP to reduce costs by approximately $5,000,000.

Receivables from related parties are comprised of amounts due from the following (in thousands):

				September 27, 2003				December 28, 2002				December 29, 2001
				(unaudited)
UCF HV				$	3,873			$	5,937			$	2,872
HR Florida Partners					482				1,739				1,590
Motown					1,614				1,848				1,355
Cineplex Odeon					205				728				901
Margaritaville					1,844				463				503
Other					56				223				1,608
Total				$	8,074			$	10,938			$	8,829

10.    Retirement Plan

UCDP has a defined contribution plan (the Contribution Plan) covering all eligible employees. Participation in the Contribution Plan is voluntary. Beginning January 1, 1998, exempt employees of UCDP are eligible to participate upon their date of hire or, if later, attainment of age 21. Nonexempt employees are eligible to participate in the Contribution Plan upon completion of 12 months and accumulation of 1,000 hours of service during that period and upon attaining the age of 21. UCDP provides a discretionary matching contribution equal to 100% up to the first 3% of compensation and

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50% of all participant contributions up to the next 2%. Employee and employer contributions are 100% vested immediately. Total Partnership contributions under the Contribution Plan were approximately $2,351,000 (unaudited), $2,347,000 (unaudited), $3,071,000, $3,020,000, and $3,071,000, respectively, during the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000.

11.    Nonmonetary Transaction

Effective in December 2002, UCDP took over the operations of Latin Quarter, a restaurant located in CityWalk. In connection with this transaction, UCDP terminated the lease with Latin Quarter, Ltd. (LQ) and forgave outstanding receivables due from LQ of approximately $2,610,000, which was included as an offset to other costs and operating expenses in the accompanying consolidated statements of operations. In return, ownership to the leasehold improvements was transferred from LQ to UCDP. During the year ended December 28, 2002, the leasehold improvements were recorded at the fair value of approximately $3,915,000. Accordingly, UCDP also recorded the amount in excess of the outstanding receivables of $1,305,000, as an offset to other costs and operating expenses in the accompanying consolidated statements of operations. The fair value of the leasehold improvements was based on the historical financial statements of LQ, which was lower than the fair value estimates computed both from insurance valuation rates and UCDP's financial records of similar restaurants and experience related to restaurants.

12.    Commitments and Contingencies

Consulting Agreement

UCDP has an agreement (the Consulting Agreement) with a consultant (the Consultant) under which UCDP pays a fee equal to a percentage of UCDP's gross revenues for consulting services in connection with the attractions and certain other facilities owned by UCDP. The accompanying consolidated statements of operations include consulting fee expense under the Consulting Agreement of approximately $12,055,000 (unaudited), $11,540,000 (unaudited), $14,714,000, $14,804,000, and $16,647,000, respectively, during the nine months ended September 27, 2003 and September 28, 2002, and the years ended December 28, 2002, December 29, 2001, and December 30, 2000.

Under the terms of the Consulting Agreement, the Consultant is also entitled to a fee based on a percentage of gross revenues of comparable projects, which are gated motion picture and/or television themed attractions owned or operated, in whole or in part, by UCDP, or any of UCDP's partners or any of their affiliates, other than in Universal City, California. At present, the only theme park which may be a comparable project under the Consulting Agreement is USJ. USI has guaranteed UCDP's obligations under the Consulting Agreement for the benefit of the consultant and VUE has assumed USI's obligations under that guarantee. VUE has indemnified UCDP against any liability under the Consulting Agreement related to any comparable project that is not owned or controlled by UCDP.

Although the agreement has no expiration date, starting in June 2010, the Consultant has the right to terminate the periodic payments under the Consulting Agreement and receive instead one payment equal to the fair market value of the interest in the Orlando park and any comparable projects. If the parties cannot agree on the fair market value, the fair market value will be determined by binding appraisal.

Litigation

Capital Claims

In the course of completion of the construction of IOA, CityWalk and related support facilities, a number of claims have been asserted by design firms, contractors, subcontractors and material suppliers for compensation not included in the final contract payouts (the Capital Claims). Such claims are for alleged extra work, alleged costs incurred due to extended project duration, alleged

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acceleration and similar causes of action. UCDP is continuing the process of assessing, challenging and settling the extent and validity of the claims and planned defenses to each. UCDP believes it has strong defenses to the Capital Claims and in some cases has counter-claims. UCDP has accrued an amount representing management's best estimate related to the cumulative settlement of these loss contingencies, which is included in capital expenditures in Note 8. This amount will be adjusted on a periodic basis as additional facts and circumstances warrant.

The general contractor of Seuss Landing at IOA (the General Contractor), filed suit in July 2000 alleging breach of contract by UCDP. The suit seeks damages in excess of $25,000,000 and foreclosure of its lien against the project. The General Contractor later voluntarily reduced its lien claim to approximately $20,650,000. UCDP has denied the substantive allegations of the claim and has filed a counterclaim alleging fraudulent lien, breach of contract, breach of releases and other counts. The General Contractor has since Amended its Complaint to add additional parties and to include an action for fraudulent inducement against UCDP. UCDP will deny the substantive allegations. Discovery in the case is ongoing and the case has not been set for trial. UCDP currently anticipates mediation in early 2004.

During the year ended December 28, 2002, UCDP settled various outstanding claims against construction design professionals. Under the terms of the agreements, UCDP was to collect $16,315,000 in net funds to release the design professionals and their insurance carrier from past, present and future claims by UCDP, excluding certain claims. These settlements were accounted for as a reduction to buildings and building improvements. At December 28, 2002, $14,500,000 of the settlement amounts was included in other receivables. This receivable was collected in January 2003.

Marvel

Marvel Characters, Inc. (Marvel) filed a Demand for Arbitration in 2002 seeking unspecified damages for UCDP's alleged breach of the agreement pursuant to which UCDP was granted the right to use the Marvel name and characters (Marvel Elements). Marvel specifically alleged that UCDP failed to include Marvel Elements as a significant focus of its marketing efforts and to include the Marvel Elements in at least $100,000,000 of fair value of marketing exposure during the initial two years of operation and the pre-opening period of IOA. Marvel also alleged failure to meet minimum product purchase guarantees during the same period. The arbitration ruling was issued during July 2003. The ruling was favorable to UCDP related to the use of Marvel Elements in UCDP's marketing efforts. However, the ruling did require UCDP to pay approximately $600,000 (including interest) related to the timing of UCDP's purchase of product with respect to the product purchase guarantee. Accordingly, this ruling did not have a material impact on the consolidated financial position or results of operations of UCDP.

On July 16, 2003 Marvel served a Demand for Arbitration for two additional claims. Marvel specifically alleged that UCDP failed to include Marvel Elements in at least 20% of its marketing exposure during the third and fourth years subsequent to the opening of IOA. In the second claim, Marvel alleged that UCDP breached the license agreement with Marvel by failing to offer Marvel the Compensation Alternative, as defined in the license agreement, and failing to honor Marvel's election of the Compensation Alternative, as specified under the license agreement. Marvel is also seeking discovery of any other financial arrangements with licensors at IOA that might be relevant to the Compensation Alternative. The arbitration panel and hearing dates have not yet been established. UCDP has denied all of the material allegations by Marvel and asserted numerous affirmative defenses. Accordingly, management does not believe it is probable that resolution of this matter will have a material impact on the consolidated financial position or results of operations of UCDP.

Other

UCDP is threatened with or involved in various other legal actions and claims incidental to the conduct of its business. Management does not expect a material impact to its results of operations, financial position or cash flows by reason of these actions.

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Tax Increment Financing (TIF)

In August 1997, UCDP entered into a cooperation agreement (the Agreement) with the City of Orlando (the City) for the reimbursement of costs incurred by UCDP in the design and construction of an interchange to accommodate the flow and volume of vehicular traffic in the area of the attractions and entertainment complex. The City has reimbursed UCDP for these costs from the proceeds of special assessment bonds issued in August 1997. Total reimbursements have equaled approximately $42,149,000. The amounts have been used to reduce the cost of land and land improvements in the accompanying consolidated balance sheets.

During the year ended December 28, 2002, the Agreement was amended (the TIF Amendment) to replace the special assessment bonds with tax increment bonds. This TIF Amendment eliminated the annual progress benchmarks relating to employment levels, appraised property values, and construction milestones that UCDP had to maintain to avoid special assessments from the City.

13. Subsequent Events

Long-Term Borrowings

On December 31, 2002, UCDP paid $35,625,000 in principal payments on the Term Loan.

On March 28, 2003, UCDP issued $500,000,000 in bonds (which were issued with a discount of $5,800,000) under a Rule 144A Offering (the Offering) and amended the Term Loan (the 2003 Amendment). The 2003 Amendment required that proceeds from the Offering be used in part to prepay approximately $372,800,000 on the Term Loan. Further, a portion of the proceeds from the Offering was used to repay and cancel the $50,000,000 revolving credit facilities with Wachovia and Fleet, of which $47,000,000 was outstanding at December 28, 2002. In connection with the 2003 Amendment, the debt amortization schedule was eliminated until December 31, 2004 , certain covenants were modified, mandatory payments related to excess cash flow was reduced from 75% to 50%, and an additional $50,000,000 revolving credit facility was made available by several of the banks in the Term Loan. The covenants that were modified related to UCDP's ability to incur additional indebtedness, UCDP's ability to make certain payments and distributions, UCDP's ability to make capital expenditures, the maintenance by UCDP of specified funded debt and interest coverage ratios and the elimination of the debt service ratio. In addition, UCDP incurred approximately $21,400,000 in fees and expenses associated with the Offering and 2003 Amendment, of which approximately $20,800,000 was capitalized as deferred finance costs and $600,000 was expensed.

On May 29, 2003, UCDP sold approximately 81 acres of undeveloped land. The cost basis of the land equaled approximately $13,900,000 and is included in land and land improvements in the accompanying consolidated balance sheets. In connection with this sale, UCDP recorded a loss of approximately $1,400,000 during the nine months ended September 27, 2003. UCDP used the proceeds from the land sale to prepay additional principal on the Term Loan. In August 2003, UCDP also voluntarily prepaid $20,000,000 on the Term Loan.

At September 27, 2003, total long-term borrowings were approximately $1,175,200, which included $500,000,000 in notes from the Offering (net of a discount of approximately $5,400,000) and approximately $680,600,000 under the Term Loan. At September 27, 2003, UCDP had approximately $103,400,000 available under its revolving credit facilities.

Scheduled maturities of amounts drawn at September 27, 2003 and December 28, 2002, taking into consideration the transactions entered into subsequent to year-end are as follows (in thousands):

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Fiscal Year				September 27, 2003				December 28, 2002
				(unaudited)
2003				$	—			$	456,680
2004					—				17,876
2005					235,603				249,374
2006					285,000				285,000
2007					160,313				160,313
Thereafter					494,315				—
Total				$	1,175,231			$	1,169,243

Distribution

On May 28, 2003, UCDP paid a $10,000,000 distribution to the Partners.

14. Vivendi-NBC Transaction

On October 8, 2003, Vivendi, Universal Studios Holding III Corp., General Electric Company, National Broadcasting Holding, Inc. and National Broadcasting Company Inc. (NBC) signed a definitive agreement pursuant to which Vivendi has agreed to contribute ownership interests in USI and in certain non-U.S. affiliates of USI (excluding, in each case, assets and businesses related to the music and videogames businesses and certain other assets) to a subsidiary of NBC. The transaction is subject to regulatory approval in a number of jurisdictions (including the United States and the European Union) and is not expected to close prior to the first quarter of 2004.

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PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Item 20.   Indemnification of Directors and Officers

We are a Florida limited partnership. Neither the partnership laws in the State of Florida nor our partnership agreement explicitly require insurance or indemnification of officers or directors. The representatives on the Parks Advisory Board receive directors' and officers' insurance through us, and Vivendi Universal Entertainment insures the shared officers who are employed by Vivendi Universal Entertainment. Our directors' and officers' insurance also affords coverage for certain officers against liability incurred while acting in their capacities.

UCDP Finance, Inc. is a Florida corporation. Section 607.0850(1) of the Florida Business Corporation Act empowers a corporation to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Subsection (2) of 607.0850(1) provides that a corporation shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

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Item 21.   Exhibits and Financial Statement Schedules

Exhibit Number				Exhibit Description
†3.1				Amended and Restated Agreement of Limited Partnership of Universal City Development Partners, Ltd., dated as of June 5, 2002, between Universal City Florida Holding Co. II, as sole general partner, and Universal City Florida Holding Co. I, as sole limited partner
†3.2				Articles of Incorporation of UCDP Finance
†3.3				Bylaws of UCDP Finance
†4.1				Indenture dated as of March 28, 2003, as amended by the First Supplemental Indenture dated as of June 12, 2003, among Universal City Development Partners, Ltd. and UCDP Finance, Inc., as issuers, and The Bank of New York, as trustee
†4.2				Registration Rights Agreement dated as of March 28, 2003, among Universal City Development Partners, Ltd., UCDP Finance, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, Scotia Capital (USA) Inc. and Wachovia Securities, Inc.
†4.3				Subordination Agreement dated as of March 28, 2003, among Universal City Development Partners, Ltd., Vivendi Universal Entertainment LLLP, Universal Studios, Inc., Universal City Property Management II LLC, Universal City Florida Holding Co. I, Universal City Florida Holding Co. II, Additional Creditors (as defined therein), Universal City Development Partners, Ltd. and The Bank of New York, as trustee
5.1				Opinion re: legality
†10.1				Advisory Services Agreement effective as of January 1, 2002, among Universal City Development Partners, Ltd., Vivendi Universal Entertainment LLLP and Blackstone Management Partners L.P.
†10.2				License Agreement dated as of March 28, 2002, among Universal Studios, Inc., Universal City Studios, Inc., Universal City Property Management Company II and Universal City Development Partners, LP
†10.3				UCF Hotel Venture Ground Lease dated as of June 12, 1998 between Universal City Development Partners, Universal City Florida Partners and UCF Hotel Venture
†10.4				Universal Orlando Long-Term Growth Plan
†10.5				UCDP Variable Deferred Compensation Plan
†10.6				S.T.A.R.S (Save To Achieve Retirement Success) 401(k) Plan and Trust Agreement
†10.7				Employment Agreement dated April 26, 2002, between Universal Studios, Inc. and Robert Gault
†10.8				Employment Agreement dated January 23, 2001, between Universal Studios, Inc. and Wyman Roberts
†10.9				Employment Agreement dated September 1, 2000, between Universal Studios, Inc. and Michael Short

† Previously filed as an Exhibit to Amendment No. 1 to this Registration Statement.

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Exhibit Number				Exhibit Description
†10.10				Employment Agreement dated March 12, 2001, between Universal City Florida Partners and Gretchen Hofmann
†10.11				Form Universal Orlando Employment Agreement
†10.12				Vivendi Universal, S.A. Stock Option Plan
†10.13				Annual Incentive Plan
†10.14				Agreement of Limited Partnership of JB/Universal City Restaurant Partners, L.P. dated as of September 11, 1997, between Universal City Development Partners and Margaritaville Holdings LLC, and Amendments
†10.15				Refunding Cooperation Agreement dated as of August 12, 2002, between the City of Orlando Florida and Universal City Development Partners, Ltd.
*10.16				Amended and Restated Credit Agreement dated as of November 5, 1999, among Universal City Development Partners, LP, the Banks Listed therein and Morgan Guaranty Trust Company of New York, as administrative agent and as collateral agent
10.17				Amendment No. 1, dated as of July 25, 2000, to the Amended and Restated Credit Agreement dated as of November 5, 1999, among Universal City Development Partners, LP, the Banks Listed therein, and Morgan Guaranty Trust Company of New York, as administrative agent and as collateral agent
10.18				Amendment No. 2, dated as of December 19, 2001, to the Amended and Restated Credit Agreement dated as of November 5, 1999, among Universal City Development Partners, LP, the Banks party thereto and JPMorgan Chase Bank, as administrative agent and collateral agent
*10.19				Amendment No. 3 dated as of March 28, 2002, to the Amended and Restated Credit Agreement dated as of November 5, 1999, among Universal City Development Partners, LP, the Banks party thereto and JPMorgan Chase Bank, as administrative agent and collateral agent
*10.20				Amendment No. 4 dated as of March 28, 2003, to the Amended and Restated Credit Agreement dated as of November 5, 1999, among Universal City Development Partners, Ltd., the Banks party thereto and JPMorgan Chase Bank, as administrative agent and collateral agent
*10.21				Credit Agreement dated as of March 28, 2003, among Universal City Development Partners, Ltd., the Banks listed therein and JPMorgan Chase Bank, as administrative agent and collateral agent
*10.22				Consultant Agreement dated as of January 20, 1987, between the Consultant and Universal City Florida Partners
*10.23				Indemnity Agreement dated as of March 6, 2003, by Vivendi Universal Entertainment LLLP in favor of Universal City Development Partners, Ltd.
*10.24				Formal Agreement between Dr. Seuss Enterprises, L.P. and MCA Inc. dated as of April 21, 1994
*10.25				Marvel Agreement dated March 22, 1994, between MCA Inc. and Marvel Entertainment Group

† Previously filed as an Exhibit to Amendment No. 1 to this Registration Statement.

* Filed herewith with confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.

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Exhibit Number				Exhibit Description
12.1				Ratio of Earnings to Fixed Charges
†21.1				List of Subsidiaries of Universal City Development Partners, Ltd. and UCDP Finance, Inc.
23.1				Consent of Ernst & Young LLP
†24.1				Powers of Attorney
†25.1				Form T-1
†99.1				Form of Letter of Transmittal
†99.2				Form of Notice of Guaranteed Delivery
†99.3				Form of Letter to Clients
†99.4				Form of Letter to Broker, Dealers and Other Nominees

† Previously filed as an Exhibit to Amendment No. 1 to this Registration Statement.

Item 22.   Undertakings

(1)

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(2)

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(3)	The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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(4)

The undersigned registrant hereby undertakes: to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; to reflect in the prospectus any facts or event arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on November 19, 2003.

				UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
				By: /s/ Michael J. Short
								Name: Michael J. Short
								Title: Principal Financial Officer
				UCDP FINANCE, INC.
				By: /s/ Michael J. Short
								Name: Michael J. Short
								Title: Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert K. Gault, Jr.		Principal executive officer of Universal City Development Partners, Ltd. and President (principal executive officer) of UCDP Finance, Inc.		November 18, 2003
Robert K. Gault, Jr.
/s/ Michael J. Short		Principal financial officer of Universal City Development Partners, Ltd. and Treasurer (principal financial officer) of UCDP Finance, Inc.		November 18, 2003
Michael J. Short
/s/ Tracey L. Stockwell		Controller, Universal City Development Partners, Ltd.		November 18, 2003
Tracey L. Stockwell
*		Park Advisory Board Representative and Director of UCDP Finance, Inc.		November 18, 2003
Thomas L. Williams
*		Park Advisory Board Representative		November 18, 2003
Glenn J. Gumpel
*		Park Advisory Board Representative		November 18, 2003
Michael E. Corcoran
*		Park Advisory Board Representative and Director of UCDP Finance, Inc.		November 18, 2003
Howard A. Lipson
*		Park Advisory Board Representative		November 18, 2003
David A. Stonehill
*		Park Advisory Board Representative		November 18, 2003
Jon M. Barnwell

*    By:     /s/ Michael J. Short    
Michael J. Short
Attorney-in-Fact

EX-5.1

                                  [LETTERHEAD]

                           CRAVATH, SWAINE & MOORE LLP


                                                               November 19, 2003





                    Universal City Development Partners, Ltd.
                               UCDP Finance, Inc.
                         11 3/4 % Senior Notes Due 2010
                         Form S-4 Registration Statement


Ladies and Gentlemen:

         We have acted as counsel for Universal City Development Partners, Ltd.,
a Florida limited partnership (the "Company"), and UCDP Finance, Inc., a Florida
corporation ("UCDP Finance", and together with the Company, the "Registrants")
in connection with the filing by the Registrants with the Securities and
Exchange Commission (the "Commission") of a registration statement on Form S-4
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), relating to the proposed issuance and exchange of up to $500,000,000
aggregate principal amount of the Registrants' outstanding 11 3/4 % Senior Notes
due 2010 (the "Old Notes") for a like principal amount of the Registrants' 11
3/4 % Senior Notes due 2010 (the "New Notes"). The New Notes are to be issued
pursuant to the indenture dated as of March 28, 2003, as amended by the First
Supplemental Indenture dated as of June 12, 2003 (the "Indenture"), among the
Registrants and The Bank of New York, as trustee.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Indenture.

         Based on the foregoing, we are of opinion as follows:



                                                                               2

         1. Assuming that the Indenture has been duly authorized, executed and
delivered by the Registrants, the Indenture constitutes a legal, valid and
binding obligation of the Registrants, enforceable against the Registrants in
accordance with its terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether such enforceability is considered
in a proceeding in equity or at law).

         2. The New Notes, when executed, issued and authenticated in accordance
with the provisions of the Indenture and delivered in exchange for the Old
Notes, will constitute legal, valid and binding obligations of the Registrants,
enforceable against the Registrants in accordance with their terms and entitled
to the benefits of the Indenture (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws affecting
creditors' rights generally from time to time in effect and subject, as to
enforceability, to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law). In expressing
the opinion set forth in this paragraph 2, we have assumed that the form of the
New Notes will conform to that included in the Indenture.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

         We are admitted to practice in the State of New York and we do not
express any opinion with respect to matters governed by any laws other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.

                                                 Very truly yours,

                                                 /s/ Cravath, Swaine & Moore LLP




Universal City Development Partners, Ltd.
UCDP Finance, Inc.
   1000 Universal Studios Plaza
      Orlando, FL 32819-7610

EX-10.16

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                                   dated as of

                                November 5, 1999

                                      among

                    Universal City Development Partners, LP,

                            The Banks Listed Herein,

                                       and

                   Morgan Guaranty Trust Company of New York,

                             as Administrative Agent

                                       and

                               as Collateral Agent

                             -----------------------


                          J.P. Morgan Securities Inc.,

                                  Lead Arranger

                            The Bank of Nova Scotia,

                         Banc of America Securities LLC

                                       and

                         National Westminster Bank Plc,

                                    Arrangers



                                        TABLE OF CONTENTS

                                     ----------------------


                                                                                                  PAGE

ARTICLE 1
     DEFINITIONS
     SECTION 1.01.  Definitions......................................................................2
     SECTION 1.02.  Accounting Terms and Determinations.............................................21
     SECTION 1.03.  Classes and Types of Loans......................................................21
     SECTION 1.04.  Other Definitional Provisions...................................................21

ARTICLE 2
     THE FACILITIES
     SECTION 2.01.  The Loans.......................................................................22
     SECTION 2.02.  Method of Borrowing.............................................................22
     SECTION 2.03.  Notes...........................................................................24
     SECTION 2.04.  Commitment Fees.................................................................24
     SECTION 2.05.  Interest Rates..................................................................25
     SECTION 2.06.  Method of Electing Interest Rates...............................................27
     SECTION 2.07.  Termination and Reduction of Commitments........................................28
     SECTION 2.08.  Mandatory Payments of Principal.................................................29
     SECTION 2.09.  Optional Prepayments............................................................31
     SECTION 2.10.  General Provisions as to Payments...............................................31
     SECTION 2.11.  Funding Losses..................................................................32
     SECTION 2.12.  Computation of Interest and Fees................................................33

ARTICLE 3
     CONDITIONS
     SECTION 3.01.  Borrowings......................................................................33
     SECTION 3.02.  Effectiveness...................................................................34
     SECTION 3.03.  Effect of Amended Agreement.....................................................35
     SECTION 3.04.  Waiver..........................................................................36

ARTICLE 4
     REPRESENTATIONS AND WARRANTIES
     SECTION 4.01.  Organization, Powers, Good Standing and Subsidiaries............................37
     SECTION 4.02.  Authorization...................................................................37
     SECTION 4.03.  Financial Information; No Material Adverse Change...............................38
     SECTION 4.04.  Title to Properties; Liens......................................................38
     SECTION 4.05.  Litigation; Adverse Facts: Compliance with Laws.................................39
     SECTION 4.06.  Payment of Taxes................................................................39
     SECTION 4.07.  Materially Adverse Agreements; Performance......................................39
     SECTION 4.08.  Intellectual Property Rights....................................................40







                                                                                                  PAGE

     SECTION 4.09.  Governmental Regulation.........................................................40
     SECTION 4.10.  Securities Activities...........................................................40
     SECTION 4.11.  Employee Benefit Plans..........................................................40
     SECTION 4.12.  Project Documents...............................................................41
     SECTION 4.13.  Disclosure......................................................................41
     SECTION 4.14.  Hazardous Materials.............................................................41
     SECTION 4.15.  Year 2000 Compliance............................................................42

ARTICLE 5
     COVENANTS
     SECTION 5.01.  Financial Statements and Other Reports..........................................42
     SECTION 5.02.  Existence, etc..................................................................45
     SECTION 5.03.  Payment of Taxes and Claims.....................................................45
     SECTION 5.04.  Maintenance of Properties; Insurance............................................45
     SECTION 5.05.  Inspection......................................................................46
     SECTION 5.06.  Compliance with Laws, etc.......................................................47
     SECTION 5.07.  Clean-Down Period...............................................................47
     SECTION 5.08.  Licenses, Material Contracts, etc...............................................47
     SECTION 5.09.  Protection Against Lien Claims..................................................48
     SECTION 5.10.  Indemnity.......................................................................48
     SECTION 5.11.  Hazardous Materials.............................................................48
     SECTION 5.12.  Management of Borrower..........................................................49
     SECTION 5.13.  Condition of Real Property......................................................49
     SECTION 5.14.  Indebtedness....................................................................49
     SECTION 5.15.  Liens...........................................................................49
     SECTION 5.16.  Investments.....................................................................51
     SECTION 5.17.  Contingent Obligations..........................................................52
     SECTION 5.18.  Restricted Payments: Universal Fees.............................................52
     SECTION 5.19.  Financial Covenants.............................................................54
     SECTION 5.20.  Restriction on Fundamental Changes; Purchases and Sale of Assets................55
     SECTION 5.21.  ERISA...........................................................................56
     SECTION 5.22.  Transactions with Affiliates....................................................56
     SECTION 5.23.  Capital Expenditures............................................................57
     SECTION 5.24.  Use of Proceeds.................................................................57
     SECTION 5.25.  Amendment of Related Agreements.................................................58
     SECTION 5.26.  Limitation on Granting Negative Pledges.........................................58
     SECTION 5.27.  Hedging Facilities..............................................................58

ARTICLE 6
     DEFAULTS
     SECTION 6.01.  Events of Default...............................................................58



                                       ii




                                                                                                  PAGE

     SECTION 6.02.  Required Bank Consents to Transfer of Interests.................................64
     SECTION 6.03.  Notice of Default...............................................................64

ARTICLE 7
     AGENTS
     SECTION 7.01.  Appointment and Authorization...................................................64
     SECTION 7.02.  Agent and Affiliates............................................................64
     SECTION 7.03.  Action by Agents................................................................64
     SECTION 7.04.  Consultation with Experts.......................................................64
     SECTION 7.05.  Liability of Agent..............................................................65
     SECTION 7.06.  Indemnification.................................................................65
     SECTION 7.07.  Credit Decision.................................................................65
     SECTION 7.08.  Successor Agent.................................................................65
     SECTION 7.09.  Agent's Fee.....................................................................66

ARTICLE 8
     CHANGE IN CIRCUMSTANCES
     SECTION 8.01.  Basis for Determining Interest Rate Interest Rate Inadequate or Unfair..........66
     SECTION 8.02.  Illegality......................................................................67
     SECTION 8.03.  Increased Cost and Reduced Return...............................................67
     SECTION 8.04.  Taxes...........................................................................69
     SECTION 8.05.  Base Rate Loans Substituted for Affected Euro-Dollar Loans......................71
     SECTION 8.06.  Substitution of Bank............................................................72

ARTICLE 9
     MISCELLANEOUS
     SECTION 9.01.  Notices.........................................................................73
     SECTION 9.02.  No Waivers......................................................................73
     SECTION 9.03.  Expenses; Indemnification.......................................................73
     SECTION 9.04.  Sharing of Set-offs.............................................................74
     SECTION 9.05.  Amendments and Waivers..........................................................75
     SECTION 9.06.  Successors and Assigns..........................................................75
     SECTION 9.07.  Collateral......................................................................77
     SECTION 9.08.  Governing Law; Submission to Jurisdiction.......................................77
     SECTION 9.09.  Counterparts....................................................................77
     SECTION 9.10.  WAIVER OF JURY TRIAL............................................................77
     SECTION 9.11.  Confidentiality.................................................................77
     SECTION 9.12.  Non-recourse to Partners........................................................78



                                      iii


Schedule A    Total Exposures
Schedule B    Pricing Schedule
Schedule C    Project Documents
Schedule D    License Agreements
Schedule E    Form of Compliance Certificate
Schedule F    Insurance
Schedule G    Scheduled Affiliate Transactions
Schedule H    Tax Indebtedness
EXHIBIT A     Form of Note
EXHIBIT B     Subordination Agreement
EXHIBIT C     Opinion Coverage of Counsel for the Borrower
EXHIBIT D     Opinion of Special Counsel for the Agents
EXHIBIT E     Assignment and Assumption Agreement
EXHIBIT F     Pledge Agreement
EXHIBIT G     Form of Notice of Borrowing






     AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 5, 1999 among
UNIVERSAL CITY DEVELOPMENT PARTNERS, LP (successor to UNIVERSAL CITY FLORIDA
PARTNERS and UNIVERSAL CITY DEVELOPMENT PARTNERS), the BANKS listed on the
signature pages hereof, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent and as Collateral Agent.

                              W I T N E S S E T H :

     WHEREAS, Universal (as this and other capitalized terms are defined in
Section 1.01 below) and Rank indirectly own equal interests in Studio, which
owns, operates and derives profit from the Studio Theme Park; and

     WHEREAS, Studio, the Banks, the Administrative Agent and the Collateral
Agent are parties to the Studio Credit Agreement; and

     WHEREAS, Universal and Rank indirectly own equal interests in Islands,
which has completed construction of, and now owns, operates and derives profit
from, the Islands Theme Park; and

     WHEREAS, Islands, the Banks, the Administrative Agent and the Collateral
Agent are parties to the Islands Credit Agreement; and

     WHEREAS, the Completion Date occurred under the Islands Credit Agreement on
July 4, 1999; and

     WHEREAS, pursuant to and on the terms set forth in the Original Pledge
Agreement, all partnership interests in each of Studio and Islands have been
pledged by each partner therein to secure portions of the respective obligations
of Islands and Studio under the Existing Credit Agreements and related
obligations; and

     WHEREAS, J.P. Morgan Delaware, the original Collateral Agent under the
Original Pledge Agreement, has merged with and into Morgan Guaranty Trust
Company of New York; and

     WHEREAS, Islands and Studio propose to effect the Partnership
Simplification, pursuant to which each of Islands and Studio will convert to a
Delaware limited partnership, and then merge with one another, with Islands as
the surviving entity; and

     WHEREAS, the parties hereto wish to consolidate, amend and restate the
Existing Credit Agreements to permit the Partnership Simplification and to



simplify and clarify the application of the Existing Credit Agreements after
giving effect to the Completion Date and the Partnership Simplification;

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto hereby agree that the Existing Credit
Agreements are consolidated, amended and restated in their entirety as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01. Definitions. The following terms, as used herein, have the
following meanings:

     "ADMINISTRATIVE AGENT" means Morgan Guaranty Trust Company of New York in
its capacity as administrative agent for the Banks hereunder, and its successors
in such capacity.

     "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

     "AFFILIATE", as applied to any Person, means any other Person directly or
indirectly controlling, controlled by or under common control with that Person.
For the purposes of this definition, "control" (including with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by contract
or otherwise. Each partner in the Borrower, and each of their respective
Affiliates, shall be deemed an Affiliate of the Borrower.

     "AGENT" means the Administrative Agent or the Collateral Agent, and
"AGENTS" means both of them.

     "AGREEMENT" means, collectively, the Islands Credit Agreement and the
Studio Credit Agreement, as consolidated, amended and restated by this Amended
Agreement, and as the same may be further amended and in effect from time to
time.

     "ALLOCATED EQUITY" has the meaning set forth in the Islands Credit
Agreement.

                                        2



     "ALLOWED MULTIPLE" means (i) with respect to any Borrowing or Group of Term
Loans, $10,000,000 or any larger multiple of $1,000,000 and (ii) with respect to
any Borrowing or Group of Working Capital Loans, $3,000,000 or any larger
multiple of $1,000,000.

     "AMENDED AGREEMENT" means this Amended and Restated Credit Agreement dated
as of November 5, 1999.

     "AMENDED PLEDGE AGREEMENT" means the Amended and Restated Pledge Agreement
dated as of January__, 2000, substantially in the form of Exhibit F hereto.

     "AMENDED SUBORDINATION AGREEMENT" means the Amended and Restated
Subordination Agreement dated as of January__, 2000, substantially in the form
of Exhibit B hereto.

     "AMORTIZATION DATE" means each Quarterly Date from and including December
31, 1999 to and including June 30, 2007.

     "APPLICABLE" means with reference to any financial calculation (i) on and
after the Merger Date, the amount thereof determined for the Borrower on a stand
alone basis and (ii) prior to the Merger Date, the combined amount thereof for
Islands and Studio, eliminating inter-company items between Islands and Studio.

     "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office.

     "ARRANGERS" means The Bank of Nova Scotia, Banc of America Securities LLC
and National Westminster Bank Plc.

     "ASSIGNEE" has the meaning set forth in Section 9.06(e).

     "AUTHORIZED OFFICER" means any of the President, Executive Vice President,
Vice President, Chief Financial Officer, Treasurer or Controller of the
Borrower, or any officer exercising similar functions.

     "BANK" means each bank listed on the signature pages hereof, each Assignee
which becomes a Bank pursuant to Section 9.06(c), and their respective
successors.

                                        3



     "BASE RATE" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day.

     "BASE RATE LOAN" means a Loan which bears interest at the Base Rate
pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election or a Loan which is made as or becomes a Base Rate Loan pursuant to the
provisions of Article 8.

     "BASE RATE MARGIN" means a rate per annum determined in accordance with the
Pricing Schedule.

     "BORROWER" means Islands Delaware, as the surviving entity in the Merger.

     "BORROWER ACCOUNT" means the account specified on the signature pages
hereof into which all Loans to the Borrower shall be made available, or such
other account as the Borrower shall from time to time specify for such purpose
by notice to the Administrative Agent.

     "BORROWER PARTNERSHIP AGREEMENT" means item 1 of Schedule C.

     "BORROWING" means a borrowing hereunder consisting of Loans of the same
Class and Type made to the Borrower at the same time by the Banks pursuant to
Article 2.

     "CAPITAL EXPENDITURES" means, for any period, the gross additions to
property, plant and equipment and other capital expenditures for tangible
property for such period, but excluding (to the extent that they would otherwise
be included) any and all expenditures made for the replacement or restoration of
assets to the extent financed by condemnation awards or proceeds of insurance
received with respect to the loss or taking of or damage to the asset or assets
being replaced or restored.

     "CAPITAL LEASE" means, as applied to any Person, any lease of any property
(whether real, personal or mixed) by that Person as lessee which, in conformity
with GAAP, is accounted for as a capital lease on the balance sheet of that
Person.

     "CLASS" has the meaning specified in Section 1.03.

     "COLLATERAL" means collateral expressed by the terms of the Collateral
Documents to be subject to the Liens created thereby.

                                        4


     "COLLATERAL AGENT" means Morgan Guaranty Trust Company of New York
(successor by merger to J.P. Morgan Delaware) in its capacity as collateral
agent for the Banks under the Collateral Documents, and its successors in such
capacity.

     "COLLATERAL DOCUMENTS" means the Pledge Agreement, any additional pledges,
security agreements or mortgages required to be delivered pursuant to the Loan
Documents and any instruments of assignment executed pursuant to the foregoing.

     "COMBINED TOTAL EXPOSURE" has the meaning set forth in Section 2.08(c).

     "COMMITMENT" means any Remaining Term Loan Commitment or Working Capital
Commitment, and "COMMITMENTS" means any or all of the foregoing, as the context
may require.

     "COMPANY" means each party to any Transaction Document, other than the
Agents, the Banks, the Lead Arranger and the Arrangers.

     "COMPLETION" has the meaning set forth in the Islands Credit Agreement.

     "COMPLETION DATE" means July 4, 1999, the date on which the "Completion
Date" (as defined in the Islands Credit Agreement) occurred.

     "CONSTRUCTION COSTS" has the meaning set forth in the Islands Credit
Agreement.

     "CONTINGENT OBLIGATION" means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of that Person with respect to any
Indebtedness, lease, dividend, letter of credit or other obligation of another
Person if the primary purpose thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
Person that such obligation of another Person will be paid or discharged, or
that any agreements relating thereto will be complied with, or that the holders
of such obligation will be protected (in whole or in part) against loss in
respect thereof. Contingent Obligations shall include, without limitation, (a)
the direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse (in each case as to the primary obligor's ability
to pay or perform) by such Person of the obligation of another Person, and (b)
any liability of such Person for the obligations of another Person through any
agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
acquire such obligation or any security

                                        5


therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions
or otherwise), (ii) to maintain the solvency or any balance sheet item, level of
income or financial condition of another Person, or (iii) to make take-or-pay or
similar payments if required regardless of non-performance by any other party or
parties to an agreement, if in the case of any agreement described under clauses
(i), (ii) or (iii) of this sentence the primary purpose thereof is as described
in the preceding sentence; provided, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the relevant Person in good faith.

     "CONTRACTUAL OBLIGATION" means, as applied to any Person, any provision of
any Securities issued by that Person or of any indenture, mortgage, deed of
trust, contract, undertaking, agreement, license, franchise or other instrument
to which that Person is a party or by which it or any of its properties is bound
or to which it or any of its properties is subject.

     "CURRENT REQUIRED EQUITY ALLOCATION" has the meaning set forth in the
Islands Credit Agreement.

     "DEBT SERVICE" means Interest plus Scheduled Amortization.

     "DEBT SERVICE COVERAGE RATIO" means, at any date, the ratio of Applicable
EBITDA for the period of four consecutive fiscal quarters most recently ended on
or prior to such date to Applicable Debt Service for such four- quarter period.

     "DEFAULT" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

     "DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing

                                        6



transactions) or any combination of the foregoing transactions.  Derivatives
Obligations incurred for bona fide hedging purposes are not Investments.

     "DOLLARS" means the lawful money of the United States of America.

     "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close.

     "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent.

     "EBITDA" means net income, after deducting all expenses and other proper
charges except interest, income taxes, depreciation and amortization (including
amortization of pre-opening expenses), in each case determined in accordance
with GAAP, and eliminating (i) all earnings attributable to equity interests in
other Persons unless actually received, (ii) all income arising from the
forgiveness, adjustment or negotiated settlement of any indebtedness, (iii) any
extraordinary item of gain or loss, (iv) interest income and (v) pre-opening
expenses which would have been capitalized in accordance with GAAP as in effect
at the date of the Existing Credit Agreements but not in accordance with GAAP as
in effect at the Completion Date.

     "EFFECTIVE DATE" means the date this Amended Agreement becomes effective in
accordance with Section 3.02.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA AFFILIATE" means, as applied to any Person, any trade or business
(whether or not incorporated) which is a member of a group of which that Person
is a member and which is under common control with that Person within the
meaning of the regulations promulgated under Section 414 of the Internal Revenue
Code.

     "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London, England.


                                        7


     "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Administrative Agent.

     "EURO-DOLLAR LOAN" means a Loan which bears interest at a Euro-Dollar Rate
pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election.

     "EURO-DOLLAR MARGIN" means a rate per annum determined in accordance with
the Pricing Schedule.

     "EURO-DOLLAR RATE" means a rate of interest determined pursuant to Section
2.05(b) on the basis of a London Interbank Offered Rate.

     "EURO-DOLLAR RESERVE PERCENTAGE" means, for any day with respect to any
Bank, that percentage (expressed as a decimal) which is in effect on such day,
as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for such Bank in
respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
the Euro-Dollar Loans of such Bank is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
such Bank to United States residents).

     "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

     "EXCESS CASH FLOW" means, for any period, (i) net income for such period
plus (ii) depreciation, amortization and other similar non-cash items deducted
in determining such net income plus (iii) Universal Fees accrued (except for
those accrued for periods prior to October 1, 1995) as an expense but not paid
during such period less (iv) any non-cash items of income included in such net
income less (v) Capital Expenditures (other than Capital Expenditures for
Construction Costs) for such period less (vi) Scheduled Amortization for such
period less (vii) Universal Fees accrued (except for those accrued for periods
prior to October 1, 1995) as an expense prior to such period and paid during
such period.

     "EXISTING CREDIT AGREEMENTS" means the Islands Credit Agreement and the
Studio Credit Agreement.


                                        8


     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York for such day on such transactions as determined by the Administrative
Agent.

     "FQFC" means a fiscal quarter of the Borrower ending after the Completion
Date. The first FQFC is the fiscal quarter ended October 2, 1999.

     "FUNDED DEBT RATIO" means, at any date, the ratio of (i) Applicable
Indebtedness at such date to (ii) Applicable EBITDA for the period of four
consecutive fiscal quarters most recently ended on or prior to such date.

     "FUNDED EQUITY" has the meaning set forth in the Islands Credit Agreement.

     "GAAP" means generally accepted accounting principles in effect from time
to time in the United States.

     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled (through stock or
capital ownership or otherwise) by any of the foregoing.

     "GROUP" of Loans means at any time a group of Loans of any Class consisting
of (i) all Loans of such Class which are Base Rate Loans at such time or (ii)
all Loans of such Class which are Euro-Dollar Loans having the same Interest
Period at such time; provided that, if a Loan of any particular Bank is
converted to or made as a Base Rate Loan pursuant to Section 8.02 or 8.05, such
Loan shall be included in the same Group or Groups of Loans from time to time as
it would have been in if it had not been so converted or made.

     "HAZARDOUS MATERIALS" means any flammable explosives, radioactive
materials, hazardous wastes, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of

                                        9




"HAZARDOUS SUBSTANCES," "HAZARDOUS WASTES," "HAZARDOUS MATERIALS," OR "TOXIC
SUBSTANCES" under any applicable federal or state laws or regulations.

     "INDEBTEDNESS" means, as applied to any Person, (i) all obligations of such
Person for borrowed money (except, for purposes of the Funded Debt Ratio,
Subordinated Debt), (ii) that portion of obligations with respect to Capital
Leases which is properly classified as a liability on a balance sheet of such
Person in conformity with GAAP, (iii) notes payable by such Person and drafts
accepted by such Person representing extensions of credit whether or not
representing obligations for borrowed money, (iv) any obligation (other than (x)
accrued and unpaid Universal Fees, (y) customary retentions, holdbacks and
similar obligations arising under construction and similar contracts which are
not intended as a method of financing the goods or services provided under such
contracts and (z) accrued and unpaid *** Fees) owed by such Person for all or
any part of the deferred purchase price of property or services which purchase
price is (a) due more than 12 months from the date of incurrence of the
obligation in respect thereof, or (b) evidenced by a note or similar written
instrument, (v) all obligations of such Person, fixed or (except for purposes of
the Funded Debt Ratio) contingent, to reimburse any other Person for amounts
drawn under a letter of credit or similar instrument, (vi) all Indebtedness
secured by any Lien on any property or asset owned or held by such Person
regardless of whether the Indebtedness secured thereby shall have been assumed
by such Person or is non-recourse to the credit of such Person; provided that
the amount of any such non-recourse Indebtedness shall be deemed to be the
lesser of the amount of such Indebtedness and the fair value of such property or
asset and (vii) all Contingent Obligations of such Person in respect of
Indebtedness of any other Person (except, for purposes of the Funded Debt Ratio,
any such Indebtedness which would be excluded if a direct obligation of such
Person). The obligations of the Borrower in respect of the Series B Bonds and
Series C Bonds contemplated by Schedule H, or any substantially similar
arrangements, do not constitute Indebtedness (or Contingent Obligations) of the
Borrower to the extent that the aggregate net proceeds do not exceed
$50,000,000. Obligations in respect of additional such financing supported
solely by Tax Increment Revenues as described in Schedule H also do not
constitute Indebtedness (or Contingent Obligations) of the Borrower, but future
Special Assessment Bonds of the type described in Schedule H issued to finance
improvements for the Theme Parks do constitute Indebtedness of the Borrower and
are herein referred to as "TAX INDEBTEDNESS."

     "INDEMNITEE" has the meaning set forth in Section 9.03(b).

     "INTELLECTUAL PROPERTY RIGHTS" has the meaning specified in Section 4.08.

                                       10


     "INTEREST" means, for any period, interest expense for such period
(including amortization of debt discount to the extent included in interest
expense for such period but excluding amortization of debt issuance expense,
hedging costs and interest on Subordinated Debt, in each case to the extent such
amounts would otherwise be included in interest expense for such period), plus
to the extent not otherwise reflected therein, capitalized interest incurred
during such period (excluding for this purpose capitalized interest incurred by
Islands prior to the Completion Date) and minus to the extent not otherwise
deducted therefrom, interest income for such period.

     "INTEREST COVERAGE RATIO" means, at any date, the ratio of Applicable
EBITDA for the period of four consecutive fiscal quarters most recently ended on
or prior to such date to Applicable Interest for such four-quarter period.

     "INTEREST PERIOD" means, with respect to each Euro-Dollar Loan, a period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in the applicable Notice of Interest Rate
Election and ending one, two, three or six months (or, with the prior consent of
each Bank, twelve months) thereafter, as the Borrower may elect in the
applicable notice; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Euro-Dollar Business Day;

     (b) any Interest Period which begins on the last Euro-Dollar 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, subject to
clause (c) below, end on the last Euro-Dollar Business Day of a calendar month;
and

     (c) if any Interest Period includes a date on which a scheduled payment of
principal of the Loans is required to be made under Section 2.08 but does not
end on such date, then (i) the principal amount (if any) of each Euro- Dollar
Loan required to be repaid on such date shall have an Interest Period ending on
such date and (ii) the remainder (if any) of each such Euro-Dollar Loan shall
have an Interest Period determined as set forth above.

     If the Borrower specifies a twelve-month Interest Period in any Notice of
Borrowing or Notice of Interest Rate Election and the Administrative Agent shall
not have received from any Bank written objection to such twelve-month Interest

                                       11


Period within two Euro-Dollar Business Days after receipt by the Administrative
Agent of such Notice, then such Bank shall be deemed to have consented to such
twelve-month Interest Period. If any Bank timely objects as set forth above to
any request for an Interest Period with a duration of twelve months then the
Administrative Agent shall promptly notify the Borrower and the Borrower shall
deliver a new Notice of Borrowing or Notice of Interest Rate Election (which may
be included as an alternative election in the original Notice) specifying a
different election within the applicable time periods specified in Section 2.02
or 2.06, respectively. If the Borrower fails to so timely deliver such a new
Notice of Borrowing, then the relevant Borrowing shall be a Base Rate Borrowing.
If the Borrower fails to so timely deliver such a new Notice of Interest Rate
Election then the provisions of Section 2.06(c) shall apply.

     "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

     "INVESTMENT" means, as applied to any Person, any direct or indirect
purchase or other acquisition by that Person of stock or other Securities of, or
a beneficial interest in, any other Person, or any direct or indirect loan,
advance or capital contribution by that Person to any other Person, including
all indebtedness and accounts receivable from that other Person which are not
current assets or did not arise from sales to that other Person in the ordinary
course of business (but excluding notes receivable from concessionaires obtained
in the ordinary course of business and relocation loans to employees, all in an
aggregate amount not to exceed $30,000,000). The amount of any Investment shall
be the original cost of such Investment (net of return of capital) plus the cost
of all additions thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.

     "ISLANDS" means Universal City Development Partners, a general partnership
organized under Florida law, and its successors.

     "ISLANDS CREDIT AGREEMENT" means the Credit Agreement dated as of November
13, 1995 among Islands, the Banks, and Morgan Guaranty Trust Company of New
York, as administrative agent and as collateral agent, as in effect immediately
prior to the Effective Date.

     "ISLANDS DELAWARE" means Universal City Development Partners, LP, a limited
partnership organized under Delaware law into which Islands is to be converted
pursuant to Section 17-217 of the Delaware Revised Uniform Limited Partnership
Act immediately prior to the Merger.


                                       12


     "ISLANDS THEME PARK" means the "Universal's Islands of Adventure" theme
park located in Orlando, Florida owned and operated by Islands.

     "LEAD ARRANGER" means J.P. Morgan Securities Inc.

     "LICENSE AGREEMENTS" means the agreements listed on Schedule D hereto, as
such Schedule D may be amended or supplemented from time to time by the Borrower
in a writing delivered to the Administrative Agent.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement, the
Borrower shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

     "LOAN" means any Term Loan or Working Capital Loan, and "LOANS" means any
or all of the foregoing, as the context may require; provided that, if any such
Loan or Loans of any Class (or portions thereof) are combined or subdivided
pursuant to a Notice of Interest Rate Election, the term "LOAN" of such Class
shall refer to the combined principal amount resulting from such combination or
to each of the separate principal amounts resulting from such subdivision, as
the case may be.

     "LOAN DOCUMENTS" means this Agreement, the Notes, the Subordination
Agreement, the Pledge Agreement and, on and after the date on which the same are
executed and delivered, any other Collateral Documents.

     "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.05(b).

     "MARGIN STOCK" has the meaning assigned to that term in Regulation U of the
Board of Governors of the Federal Reserve System as in effect from time to time.

     "MATERIAL ADVERSE EFFECT" means (i) any material adverse effect upon the
condition (financial or otherwise), results of operations, properties, business,
licenses or prospects of the Borrower, which in any such case the Banks could
reasonably conclude has or would have a material adverse effect (in the context
of the credit provided pursuant to this Agreement) on the creditworthiness of
the Borrower; or (ii) any adverse effect on the rights and/or remedies of the
Agents

                                       13


and the Banks under the Loan Documents which could reasonably be considered
material by the Banks.

     "MATERIAL COMMITMENT" means a legally binding commitment (other than the
Commitments) by one or more banks or other financial institutions to extend
credit to the Borrower in an aggregate amount exceeding $15,000,000 (regardless
of the level of utilization, if any, of such commitment at any particular time).

     "MATERIAL DEBT" means Indebtedness of the Borrower (other than the Notes),
arising in one or more related or unrelated transactions, in an aggregate
principal or face amount exceeding $15,000,000.

     "MATERIAL FINANCIAL OBLIGATIONS" means a principal or face amount of
Indebtedness and/or payment or collateralization obligations in respect of
Derivatives Obligations of the Borrower, arising in one or more related or
unrelated transactions, exceeding in the aggregate $15,000,000.

     "MERGER" means the merger pursuant to ss. 17-211 of the Delaware Revised
Uniform Limited Partnership Act of Studio Delaware and Universal City Florida
Ltd. with and into Islands Delaware, with Islands Delaware as the surviving
entity.

     "MERGER DATE" means the date of consummation of the Merger.

     "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is maintained for employees of the Borrower or any
ERISA Affiliate of the Borrower.

     "NOTES" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans.

     "NOTICE OF BORROWING" has the meaning set forth in Section 2.02.

     "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.06.

     "OBLIGATIONS" means, as to any Person, all of the Indebtedness, liabilities
and obligations of every nature of such Person to the Agents and the Banks under
the Loan Documents, whether now existing or hereinafter incurred.

     "OFFICER'S CERTIFICATE" means a certificate executed on behalf of the
Borrower by an Authorized Officer.

                                       14


     "OPERATING LEASE" means, as applied to any Person who is a lessee, any
lease of any property (whether real, personal or mixed) which is not a Capital
Lease.

     "ORIGINAL PLEDGE AGREEMENT" means the Pledge Agreement dated as of November
13, 1995 between all partners in each of Islands and Studio, on the one hand,
and the Collateral Agent, on the other hand.

     "ORIGINAL SUBORDINATION AGREEMENT" means the Subordination Agreement dated
as of November 13, 1995 among Universal, Rank, the Affiliates of Universal and
Rank listed on the signature pages thereof and the Administrative Agent under
each of the Existing Credit Agreements.

     "PARENT" means, with respect to any Bank, any corporation controlling such
Bank.

     "PARTICIPANT" has the meaning set forth in Section 9.06(b).

     "PARTNER LOANS" means loans made by the Borrower pursuant to Section
5.16(e) of this Agreement

     "PARTNERSHIP SIMPLIFICATION" means, collectively, the following sequential
transactions: (i) the conversion of Studio from a Florida general partnership
into Studio Delaware, a Delaware limited partnership, having Universal City
Florida Holding Co. I ("HI") as its sole general partner and Rank Orlando, Inc.
("ROI") and Universal City Property Management Company ("UCPM") as its sole
limited partners, (ii) the conversion of Islands from a Florida general
partnership into Islands Delaware, a Delaware limited partnership, having
Universal City Florida Holding Co. II ("HII") as its sole general partner and
Universal City Florida Ltd., LP ("UCFL-DE"; as successor to Universal City
Florida Ltd.) as its sole limited partner, (iii) the merger of Studio Delaware
and UCFL-DE with and into Islands Delaware, with (A) Islands Delaware being the
survivor of such merger, (B) the interests in Studio Delaware held by HI, ROI
and UCPM becoming limited partnership interests in Islands Delaware, (C) HII
retaining its general partnership interest in Islands Delaware and (D) the
interests held by HII and Studio Delaware in UCFL-DE being cancelled and (iv)
the transfer by ROI and UCPM to HI of their limited partnership interests in
Islands Delaware and the withdrawal by ROI and UCPM as limited partners thereof.
After giving effect to these transactions, Islands Delaware survives, with HII
as its sole general partner and HI as its sole limited partner.

     "PENSION PLAN" means any employee plan which is subject to the provisions
of Title IV of ERISA and which is maintained for employees of the

                                       15


Borrower or any ERISA Affiliate of the Borrower, other than a Multiemployer
Plan.

     "PERSON" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "PLEDGE AGREEMENT" means the Original Pledge Agreement, as amended and
restated by the Amended Pledge Agreement and as the same may be further amended
and in effect from time to time.

     "PLEDGOR" has the meaning set forth in the Pledge Agreement.

     "PRICING SCHEDULE" means Schedule B hereto.

     "PRIME RATE" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

     "PROJECT" has the meaning set forth in the Islands Credit Agreement.

     "PROJECT DOCUMENTS" means all agreements listed in Schedule C.

     "QUARTERLY DATE" means the last day of each March, June, September and
December.

     "RANK" means Rank Leisure Holdings PLC formerly Rank Organisation (Leisure
Holdings) Limited, a company organized under the laws of England, and its
successors.

     "RATIO SATISFACTION DATE" has the meaning set forth in Section 6.01(o)(ii).

     "REFERENCE BANKS" means the principal London offices of The Bank of Nova
Scotia, Bank of America, N.A., National Westminster Bank Plc and Morgan Guaranty
Trust Company of New York, and "REFERENCE BANK" means any one of such Reference
Banks.

     "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "REMAINING TERM LOAN COMMITMENT" means, with respect to each Bank, the
obligation of such Bank to make loans to the Borrower on or after the Effective
Date pursuant to Section 2.01(a) of this Amended Agreement in the

                                       16


maximum aggregate amount set forth opposite the name of such Bank under the
heading "Remaining Term Loan Commitments" in Schedule A hereto, as such amount
may be reduced from time to time pursuant to Section 2.07 or increased or
reduced by reason of an assignment to or by such Bank in accordance with Section
9.06(c).

     "REQUIRED BANKS" means at any time Banks having at least 51% of the
aggregate amount of the Total Exposures of all Banks.

     "RESTRICTED PAYMENT" means (i) any distribution, direct or indirect,
whether in cash or in property, on account of any partnership or other equity
interest in the Borrower now or hereafter outstanding, (ii) any redemption,
retirement, or similar payment, purchase or other acquisition for value, direct
or indirect, whether in cash or in property, of any (x) partnership or other
equity interest in the Borrower, (y) warrants, options or other rights to
acquire any such partnership or other equity interest in the Borrower or (z)
Subordinated Debt, in each case now or hereafter outstanding, and (iii) any
payment of or with respect to any Subordinated Debt; provided that neither
*** Fees, Universal Fees (and any interest thereon) nor payments of amounts owed
under interest rate hedging arrangements entered into in accordance with Section
5.27 shall be deemed Restricted Payments.

     "RESTRICTED PAYMENT DATE" has the meaning set forth in Section
5.18(a)(iii)(A).

     "REVOLVING CREDIT PERIOD" means the period from and including the Closing
Date to but not including the Termination Date with respect to the Working
Capital Commitments.

     "SCHEDULED AFFILIATE TRANSACTIONS" means transactions and agreements
described in Schedule G hereto.

     "SCHEDULED AMORTIZATION" means, for any period, scheduled repayment of
long-term Indebtedness (including scheduled reduction of committed amounts under
long-term revolving credit facilities) during such period (taking into account
adjustments to scheduled repayments and commitment reductions for such period
arising as a consequence of prior unscheduled prepayments or commitment
reductions). For purposes of determining Excess Cash Flow or the Debt Service
Coverage Ratio for any period, scheduled repayments of the Loans and reductions
of the Working Capital Commitments which are not scheduled for a date which is
the last day of a fiscal quarter of the Borrower shall be deemed to have been
scheduled to occur on the last day of the fiscal quarter which is nearest to the
actual date of such scheduled repayment or reduction.

                                       17


     "SECURITIES" means any stock, shares, voting trust certificates, bonds,
debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "SECURITIES" or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

     "SPECIAL PERIOD" means the period (i) commencing on the date (if any) on or
after the Ratio Satisfaction Date on which Universal and Rank cease to
collectively own, directly or indirectly, partnership interests in the Borrower
equal to at least the largest partnership interest therein owned by any other
partner therein (together with its Affiliates) and (ii) ending on the date on
which the Administrative Agent receives an Officer's Certificate showing that
the Funded Debt Ratio is 1.00 to 1.00 or less.

     "*** FEES" means consulting fees payable in respect of the Borrower's
Theme Parks pursuant to the consulting agreement identified in Item 6 of
Schedule C in an amount not exceeding the amount provided for in such agreement
as in effect on November 13, 1995.

     "STUDIO" means Universal City Florida Partners, a general partnership
organized under Florida law, and its successors.

     "STUDIO CREDIT AGREEMENT" means the Credit Agreement dated as of November
13, 1995 among Studio, the Banks, and Morgan Guaranty Trust Company of New York,
as administrative agent and as collateral agent, as in effect immediately prior
to the Effective Date.

     "STUDIO DELAWARE" means Universal City Florida Partners, L.P., a limited
partnership organized under Delaware law into which Studio is to be converted
pursuant to Section 17-217(e) of the Delaware Revised Uniform Limited
Partnership Act immediately prior to the Merger.

     "STUDIO THEME PARK" means the "Universal Studios Florida" theme park
located in Orlando, Florida owned and operated by Studio.

     "SUBORDINATED DEBT" has the meaning set forth in the Subordination
Agreement.

     "SUBORDINATED LOAN" means Indebtedness of the Borrower which constitutes
Subordinated Debt.

                                       18


     "SUBORDINATION AGREEMENT" means the Original Subordination Agreement, as
amended and restated by the Amended Subordination Agreement and as the same may
be further amended and in effect from time to time.

     "SUBSIDIARY" of any Person means any corporation, partnership, association
or other business entity of which more than 50% of the total voting power of
shares of stock entitled to vote in the election of directors, managers or
trustees thereof, or more than 50% of the total equity interests (including
partnership interests) therein, is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof.

     "TAX INDEBTEDNESS" has the meaning set forth in the definition of
Indebtedness.

     "TERM LOAN" means (i) a "Term Loan" made under either of the Existing
Credit Agreements or (ii) a loan made to the Borrower by a Bank pursuant to
Section 2.01(a) of this Amended Agreement.

     "TERM LOAN DRAWDOWN PERIOD" means the period from and including the
Effective Date to and including the Termination Date with respect to the
Remaining Term Loan Commitments.

     "TERM LOAN EXPOSURE" means, with respect to any Bank at any date, the sum
of (i) the aggregate outstanding principal amount of such Bank's Term Loans and
(ii) the unused amount (if any) of such Bank's Remaining Term Loan Commitment
(if still in existence).

     "TERMINATION DATE" means (a) with respect to the Remaining Term Loan
Commitments, the earlier of (i) the date on which all costs and expenses
incurred in order for Completion to occur shall have been paid in full, or
provision for such payment satisfactory to the Required Banks shall have been
made, as notified by the Borrower to the Administrative Agent pursuant to
Section 5.01(i) and (ii) July 4, 2000 and (b) with respect to the Working
Capital Commitments, June 30, 2007 (or if any of the foregoing dates is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day).

     "TERMINATION EVENT" means (i) a "Reportable Event" described in Section
4043 of ERISA and the regulations issued thereunder with respect to a Pension
Plan (other than a "Reportable Event" not subject to the provision for 30-day
notice to the Pension Benefit Guaranty Corporation under such regulations), or
(ii) the withdrawal of the Borrower or any of its ERISA Affiliates from a
Pension Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of
intent

                                       19


to terminate a Pension Plan or the treatment of a Pension Plan amendment as a
termination under Section 4041 of ERISA or (iv) the institution of proceedings
to terminate a Pension Plan by the Pension Benefit Guaranty Corporation.

     "THEME PARKS" means the Islands Theme Park and the Studio Theme Park.

     "TOTAL EXPOSURE" means, with respect to any Bank at any date, the sum of
such Bank's Term Loan Exposure and such Bank's Working Capital Exposure.

     "TRANSACTION DOCUMENTS" means the Loan Documents and the Project Documents.

     "TYPE" has the meaning specified in Section 1.03 hereof.

     "UNITED STATES" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.

     "UNIVERSAL" means Universal Studios, Inc. (formerly known as MCA INC.), a
Delaware corporation, and its successors.

     "UNIVERSAL FEES" means the fees payable to Universal or an Affiliate of
Universal by the Borrower pursuant to the terms of the Borrower Partnership
Agreement.

     "WORKING CAPITAL COMMITMENT" means, with respect to each Bank, the
obligation of such Bank to make loans to the Borrower pursuant to Section
2.01(b) in the maximum aggregate amount set forth opposite the name of such Bank
under the heading "Working Capital Commitments" in Schedule A hereto, as such
amount may be reduced from time to time pursuant to Section 2.07 and Section
2.08 or increased or reduced by reason of an assignment to or by such Bank in
accordance with Section 9.06(c).

     "WORKING CAPITAL EXPOSURE" means, with respect to any Bank at any date, (i)
if the Working Capital Commitments are in effect on such date, the amount of
such Bank's Working Capital Commitment and (ii) if the Working Capital
Commitments shall have terminated on or prior to such date, such Bank's Working
Capital Outstandings at such date.

     "WORKING CAPITAL LOAN" means a loan made by a Bank to the Borrower pursuant
to Section 2.01(b).

                                       20


     "WORKING CAPITAL OUTSTANDINGS" means, with respect to any Bank at any date,
the aggregate outstanding principal amount of such Bank's Working Capital Loans
on such date.

     SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP,
applied on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited financial
statements of the Borrower delivered to the Banks; provided that, if the
Borrower notifies the Administrative Agent that the Borrower wishes to amend any
covenant in Article 5 to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Banks wish to amend Article 5 for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in accordance
with Section 9.05.

     SECTION 1.03. Classes and Types of Loans. Loans hereunder are distinguished
by "Class" and by "Type". The "Class" of a Loan (or of a Commitment to make such
a Loan or of a Borrowing comprised of such Loans) refers to the determination
whether such Loan is a Term Loan or a Working Capital Loan, each of which
constitutes a Class. The "Type" of a Loan refers to the determination whether
such Loan is a Euro-Dollar Loan or a Base Rate Loan. Identification of a Loan
(or a Borrowing) by both Class and Type (e.g., a "Working Capital Euro-Dollar
Loan") indicates that such Loan is both a Working Capital Loan and a Euro-Dollar
Loan (or that such Borrowing is comprised of such Loans).

     SECTION 1.04. Other Definitional Provisions. References in this Agreement
to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles,
Sections, Schedules or Exhibits of or to this Agreement unless otherwise
specifically provided. Any of the terms defined in Section 1.01 may, unless the
context otherwise requires, be used in the singular or plural depending on the
reference. "Include", "includes" and "including" shall be deemed to be followed
by "without limitation" whether or not they are in fact followed by such words
or words of like import. "Writing", "written" and comparable terms refer to
printing, typing and other means of reproducing words in a visible form.
References to any agreement or contract are to such agreement or contract as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof. References to any Person include the successors and assigns
of such Person. References "from" or "through" any date mean, unless

                                       21

otherwise specified, "from and including" or "through and including",
respectively.

                                    ARTICLE 2
                                 THE FACILITIES

     SECTION 2.01. The Loans.

     (a) Term Loan Facility. On the date hereof, Term Loans made by each Bank to
Islands or Studio are outstanding in the respective amounts set forth opposite
the name of such Bank under the heading "Term Loans" in Schedule A hereto.
Subject to the terms and conditions set forth in this Agreement, each Bank
severally agrees to make additional loans to the Borrower from time to time
during the Term Loan Drawdown Period in an aggregate amount not in excess of
such Bank's Remaining Term Loan Commitment; provided that the Borrower shall not
be entitled to request a Borrowing pursuant to this Section 2.01(a) more than
once during any calendar month. The Remaining Term Loan Commitments are not
revolving in nature, and amounts repaid or prepaid may not be reborrowed.

     (b) Working Capital Facility. During the Revolving Credit Period, each Bank
severally agrees, on the terms and conditions set forth in this Agreement, to
make loans to the Borrower from time to time in amounts such that the aggregate
Working Capital Outstandings of such Bank at any one time shall not exceed the
amount of its Working Capital Commitment. Within the foregoing limits, the
Borrower may borrow under this Section 2.01(b), repay, or to the extent
permitted by Section 2.09, prepay Working Capital Loans and reborrow at any time
during the Revolving Credit Period under this Section 2.01(b).

     (c) Amount of Each Borrowing. Each Borrowing under this Section 2.01 shall
be in an Allowed Multiple (except that any such Borrowing may be in an aggregate
amount equal to the unused Commitments of the relevant Class) and shall be made
from the several Banks ratably in proportion to their respective Commitments of
the relevant Class.

     SECTION 2.02. Method of Borrowing.

     (a) The Borrower shall give the Administrative Agent notice substantially
in the form of Exhibit G (a "Notice of Borrowing") not later than 11:00 A.M.
(New York City time) on (x) the Domestic Business Day before each Base Rate
Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar
Borrowing (or, if the duration of the initial Interest Period applicable to such
Borrowing is requested to be twelve months, the fifth Euro-Dollar Business Day
before such Euro-Dollar Borrowing), specifying:

                                       22


         (i) the date of such Borrowing, which shall be a Domestic Business Day
     in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the
     case of a Euro-Dollar Borrowing;

         (ii) the aggregate amount of such Borrowing;

         (iii) the Class and initial Type of Loans comprising such Borrowing;
     and

         (iv) in the case of a Euro-Dollar Borrowing, the duration of the
     initial Interest Period applicable thereto, subject to the provisions of
     the definition of Interest Period.

Notwithstanding the foregoing, no more than 12 (or, during the period from the
Effective Date through April 30, 2000, 16) Groups of Euro-Dollar Loans shall be
outstanding hereunder at any one time, and any Borrowing which would exceed such
limitation shall be made as a Base Rate Borrowing.

     (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly notify each Bank of the contents thereof and of such Bank's ratable
share of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

     (c) Not later than 1:00 P.M. (New York City time) on the date of each
Borrowing, each Bank shall make available its ratable share of such Borrowing,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. Unless the
Administrative Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Administrative Agent will make the funds
so received from the Banks available to the Borrower at the Borrower Account.

     (d) Unless the Administrative Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing as required by the
terms of this Agreement, the Administrative Agent may assume that such Bank has
made such share available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (c) of this Section and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Bank shall not have so made such share available to the Administrative Agent,
such Bank and the Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at the Federal Funds


                                       23


Rate; provided that the Administrative Agent shall not demand repayment from the
Borrower unless it shall have first demanded repayment from such Bank and such
Bank shall have failed to repay. If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

     (e) Nothing in subsection (d) shall be deemed to relieve any Bank from its
obligation to fulfill its Commitments hereunder to make Loans or to prejudice
any right which the Borrower may have against any defaulting Bank.

     SECTION 2.03. Notes. (a) The Loans of each Bank shall be evidenced by a
single Note of the Borrower payable to the order of such Bank for the account of
its Applicable Lending Office in an amount equal to the aggregate unpaid
principal amount of such Bank's Loans.

     (b) Each Bank may, by notice to the Borrower and the Administrative Agent,
request that its Loans of a particular Class and/or Type be evidenced by a
separate Note in an amount equal to the aggregate unpaid principal amount of
such Loans. Each such Note shall be in substantially the form of Exhibit A
hereto with appropriate modifications to reflect the fact that it evidences
solely Loans of the relevant Class and/or Type. Each reference in this Agreement
to the "Note" of such Bank shall be deemed to refer to and include any or all of
such Notes, as the context may require.

     (c) Upon receipt of each Bank's Note pursuant to Section 3.02, the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, Class and Type of each Loan made by it and the date and
amount of each payment of principal made with respect thereto, and may, if such
Bank so elects in connection with any transfer or enforcement of its Note,
endorse on the schedule forming a part thereof appropriate notations to evidence
the foregoing information with respect to each such Loan then outstanding;
provided that the failure of any Bank to make, or any error in making, any such
recordation or endorsement shall not affect the obligations of the Borrower or
any Obligor under any Loan Document. Each Bank is hereby irrevocably authorized
by the Borrower to so endorse its Note or Notes and to attach to and make a part
of its Note or Notes a continuation of any such schedule as and when required.

     SECTION 2.04. Commitment Fees. (a) Commitment Fees for Term Loan Facility.
The Borrower shall pay to the Administrative Agent for the account of the Banks
ratably in proportion to their Remaining Term Loan Commitments a commitment fee
at the rate of 0.35% per annum on the unused amount of the Remaining Term Loan
Commitments. Such commitment fees shall accrue from

                                       24


and including the Effective Date to but excluding the date of termination of the
Remaining Term Loan Commitments in their entirety.

     (b) Commitment Fees for Working Capital Facility. The Borrower shall pay to
the Administrative Agent for the account of the Banks ratably in proportion to
their Working Capital Commitments a commitment fee at the rate of 0.35% per
annum on the unused amount of the Working Capital Commitments. Such commitment
fee shall accrue from and including the Effective Date to but excluding the date
of termination of the Working Capital Commitments in their entirety.

     (c) Payment of Accrued Fees. Accrued commitment fees under this Section
with respect to any Class of Commitments shall be payable quarterly in arrears
on each Quarterly Date and on the date of termination of the Commitments of such
Class in their entirety.

     SECTION 2.05. Interest Rates. (a) Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the sum of (x)
the Base Rate Margin plus (y) the Base Rate for such day. Such interest shall be
payable in arrears on each Quarterly Date and, with respect to the principal
amount of any Base Rate Loan converted to a Euro-Dollar Loan, on the date such
Base Rate Loan is so converted. Any overdue principal of or interest on any Base
Rate Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the rate otherwise applicable to Base
Rate Loans for such day.

     (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus
the London Interbank Offered Rate applicable to such Interest Period. Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than three months, at intervals of three
months after the first day thereof and, with respect to the principal amount of
any Euro- Dollar Loan converted to a Base Rate Loan, on the date such
Euro-Dollar Loan is so converted.

     The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which deposits in Dollars are offered to each of
the Reference Banks in the London interbank market at approximately 11:00 A.M.
(London time) two Euro-Dollar Business Days before the first day of such
Interest Period in an amount approximately equal to the principal amount of the


                                       25


Euro-Dollar Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.

     (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to (i) for the balance (if any) of the then current Interest Period applicable
to such Loan, the sum of 2% plus the Euro-Dollar Margin for such day plus the
London Interbank Offered Rate applicable to such Interest Period and (ii)
thereafter, the sum of 2% plus the Euro-Dollar Margin for such day plus the
quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%)
by dividing (x) the average (rounded upward, if necessary, to the next higher
1/16 of 1%) of the respective rates per annum at which one day (or, if such
amount due remains unpaid more than three Euro-Dollar Business Days, then for
such other period of time not longer than three months as the Administrative
Agent may select) deposits in Dollars in an amount approximately equal to such
overdue payment due to each of the Reference Banks are offered to such Reference
Bank in the London interbank market for the applicable period determined as
provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the
circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a
rate per annum equal to the sum of 2% plus the rate applicable to Base Rate
Loans for such day).

     (d) The Administrative Agent shall determine each interest rate applicable
to the Loans hereunder. The Administrative Agent shall give prompt notice to the
Borrower and the Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

     (e) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

     (f) For so long as any Bank is required to, and does, maintain reserves
against "Eurocurrency liabilities" (or any other category of liabilities which
includes deposits by reference to which the interest rate on Euro-Dollar Loans
is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of such Bank to United States
residents), and as a result the cost to such Bank (or its Euro-Dollar Lending
Office) of making or maintaining its Euro-Dollar Loans is increased, then such
Bank may in accordance with this subsection (f) require the Borrower to pay,
contemporaneously with each payment of interest on the Euro-Dollar Loans,
additional interest on the related Euro-Dollar Loan of such Bank at a rate per
annum up to but not exceeding the

                                       26



excess of (i)(A) the applicable London Interbank Offered Rate divided by (B) one
minus the Euro-Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate. Any Bank wishing to require payment of such additional
interest (x) shall so notify the Borrower and the Administrative Agent, in which
case such additional interest on the Euro-Dollar Loans of such Bank shall be
payable to such Bank at the place indicated in such notice with respect to each
Interest Period commencing at least three Euro-Dollar Business Days after the
giving of such notice and (y) shall furnish to the Borrower at least five Euro-
Dollar Business Days prior to each date on which interest is payable on the
Euro- Dollar Loans notice of the amount to which such Bank is then entitled
under this subsection (f); provided that no notice pursuant to clause (x) shall
be required for a claim under this subsection (f) in respect of an Interest
Period to the extent attributable to an increase in the Euro-Dollar Reserve
Percentage subsequent to the date such notice would have been required to be
given in respect of such Interest Period.

     SECTION 2.06. Method of Electing Interest Rates. (a) The Loans included in
each Borrowing shall bear interest initially at the type of rate specified by
the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may
from time to time elect to change or continue the type of interest rate borne by
each Group of Loans (subject in each case to the provisions of Article 8), as
follows:

         (i) if such Loans are Base Rate Loans, the Borrower may elect to
     convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;

         (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
     convert such Loans to Base Rate Loans as of any Euro-Dollar Business Day,
     subject to Section 2.11 in the event that such day is not the last day of
     the then current Interest Period applicable to such Loans; and

         (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
     continue such Loans as Euro-Dollar Loans for an additional Interest Period,
     in each case effective on the last day of the then current Interest Period
     applicable to such Loans.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Administrative Agent at least three Euro-Dollar Business
Days (or, if such Notice of Interest Rate Election specifies that the duration
of any Interest Period is requested to be twelve months, at least five
Euro-Dollar Business Days) before the conversion or continuation selected in
such notice is to be effective. A Notice of Interest Rate Election may, if it is
so specified, apply to only a portion of the aggregate principal amount of the
relevant Group of Loans;

                                       27




provided that (i) such portion is allocated ratably among the Loans comprising
such Group and (ii) the portion to which such notice applies, and the remaining
portion to which it does not apply, are each at least (x) $10,000,000, in the
case of Term Loans and (y) $3,000,000, in the case of Working Capital Loans.

     (b) Each Notice of Interest Rate Election shall specify:

         (i) the Group of Loans (or portion thereof) to which such notice
     applies;

         (ii) the date on which the conversion or continuation selected in such
     notice is to be effective, which shall comply with the applicable clause of
     subsection (a) above;

         (iii) if the Loans comprising such Group are to be converted, the new
     Type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of
     the initial Interest Period applicable thereto; and

         (iv) if such Loans are to be continued as Euro-Dollar Loans for an
     additional Interest Period, the duration of such additional Interest
     Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

     (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Administrative Agent shall promptly notify
each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower. If the Borrower fails to deliver a timely Notice of
Interest Rate Election to the Administrative Agent for any Group of Euro-Dollar
Loans, such Loans shall be converted into Base Rate Loans on the last day of the
then current Interest Period applicable thereto.

     A continuation or conversion pursuant to this Section 2.06 is not a
Borrowing subject to Section 3.02.

     SECTION 2.07. Termination and Reduction of Commitments. (a) Scheduled
Termination. The Commitments of each Class shall terminate on the Termination
Date for such Class.

     (b) Optional Termination or Reduction of Commitments. The Borrower may,
upon at least three Domestic Business Days' notice to the Administrative Agent,
terminate at any time, or ratably reduce from time to time by an aggregate
amount of $10,000,000 or any larger multiple of $1,000,000, the unused portion
of the Commitments of any Class.

                                       28


     (c) Mandatory Reduction of Working Capital Commitments. The Working Capital
Commitments shall be reduced in installments, as set forth in this subsection
(c). On each Amortization Date, the Working Capital Commitments shall be reduced
in an aggregate amount equal to the applicable installment amount set forth in
the table below for such Amortization Date:


         Installment                              Installment Amount
         -----------                              ------------------
         Nos. 1-7                                 $         937,500
         Nos. 8-15                                        1,875,000
         Nos. 16-23                                       2,812,500
         Nos. 24-30                                       3,750,000
         No. 31                                           4,687,500
                                                  -----------------
         Total Installments                       $      75,000,000

Each reduction of the Working Capital Commitments shall reduce the Working
Capital Commitment of each Bank ratably by amount. Each reduction of the Working
Capital Commitments pursuant to subsection (b) shall reduce the amount of each
subsequent mandatory reduction pursuant to this subsection (c) ratably by
amount.

     SECTION 2.08. Mandatory Payments of Principal. (a) Working Capital Loans.
(i) Scheduled Termination. The Working Capital Loans shall mature, and the
principal amount thereof shall be due and payable (together with accrued
interest thereon), on the Termination Date for the Working Capital Commitments.

     (ii) Scheduled Reductions. On each Amortization Date, the Borrower shall
repay such principal amount (together with accrued interest thereon) of each
Bank's outstanding Working Capital Loans, if any, as may be necessary so that
after such repayment such Bank's Working Capital Outstandings do not exceed the
amount of such Bank's Working Capital Commitment as then reduced.

     (b) Term Loan Scheduled Amortization. The Term Loans shall be payable in
installments, with a final maturity of June 30, 2007, as set forth in this
subsection (b). On each Amortization Date, the Borrower shall repay a principal
amount of the Term Loans, together with accrued interest thereon, equal to the
applicable Term Loan Installment Amount determined as set forth below.

     The "TERM LOAN INSTALLMENT AMOUNT" for each Amortization Date is the
product of the applicable percentage set forth in the table below times the
Forecast Term Loan Borrowings, adjusted as set forth below.

                                       29


         Installment                                 Installment Amount
         -----------                                 ------------------
         Nos. 1-7                                              1.25%
         Nos. 8-15                                             2.50%
         Nos. 16-23                                            3.75%
         Nos. 24-30                                            5.00%
         No. 31                                                6.25%
                                                             ------
         Total Installments                                  100.00%
                                                             ------

     The "FORECAST TERM LOAN BORROWINGS" means the aggregate outstanding
principal amount of the Term Loans at the first Amortization Date, increased to
reflect the Borrower's good faith estimate of the additional amount of Term
Loans which will be borrowed after the first Amortization Date, which amount the
Borrower will certify to the Administrative Agent not less than ten Domestic
Business Days prior to the first Amortization Date. Following the Termination
Date for the Remaining Term Loan Commitments, the Term Loan Installment Amounts
determined on the basis of the Forecast Term Loan Borrowings shall be adjusted
ratably as may be necessary to reflect any difference between such estimate and
the actual amount of Term Loans borrowed after the first Amortization Date. Each
determination of the Term Loan Installment Amounts shall be made by the
Administrative Agent and the Administrative Agent shall notify the Borrower and
each Bank (i) not less than five Domestic Business Days prior to the first
Amortization Date, of the Forecast Term Loan Borrowings and the resultant
schedule of Term Loan Installment Amounts and (ii) not less than five Domestic
Business Days prior to the first Amortization Date which follows by at least ten
Domestic Business Days the Termination Date for the Remaining Term Loan
Commitments, of the revised schedule of Term Loan Installment Amounts.

     (c) Mandatory Prepayments. If during a Prepayment Period, the Borrower
makes a Restricted Payment (other than a Restricted Payment contemplated by
Section 5.18(a)(ii) of this Agreement), the Borrower shall (i) give the
Administrative Agent at least five Domestic Business Days' notice thereof and of
the related Prepayment Amount and (ii) subject to the last sentence of this
subsection (c), on the date of such Restricted Payment prepay a principal amount
of the Term Loans equal to the Prepayment Amount, together with accrued interest
thereon. For this purpose:

     "PREPAYMENT PERIOD" means (i) the period from and including the Completion
Date to and including the first date thereafter on which Combined Total Exposure
no longer exceeds $750,000,000 and (ii) any Special Period.

                                       30


     "COMBINED TOTAL EXPOSURE" means the aggregate Total Exposures of all Banks.

     "PREPAYMENT AMOUNT" means 33 1/3% (50% if the related Restricted Payment is
made in respect of one of the first four fiscal quarters ending after the
Completion Date) of the amount of the related Restricted Payment; provided that
no such Prepayment Amount shall exceed the amount necessary to cause termination
of the Prepayment Period as of the date of prepayment.

         The Administrative Agent shall promptly notify each Bank of each notice
received by it from the Borrower pursuant to this subsection (c). If any
prepayment of the Term Loans pursuant to this Section 2.08(c) would otherwise
require prepayment of Euro-Dollar Loans prior to the last day of the then
current Interest Period, such prepayment shall, unless the Administrative Agent
otherwise notifies the Borrower upon the instruction of the Required Banks, be
deferred until such last day.

     (d) Application of Prepayments. Each prepayment of the Term Loans pursuant
to Section 2.08(c) or 2.09 shall be applied to reduce subsequent Term Loan
Installment Amounts ratably by amount.

     SECTION 2.09. Optional Prepayments. (a) Subject in the case of any
Euro-Dollar Loans to Section 2.11, but otherwise without premium or penalty, the
Borrower may, upon at least one Domestic Business Day's notice to the
Administrative Agent, prepay the Base Rate Loans of any Class or upon at least
three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any
Group of Euro-Dollar Loans of any Class, in each case in whole at any time, or
from time to time in part in Allowed Multiples, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the related
Loans of the several Banks.

     (b) Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

     SECTION 2.10. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 1:00 P.M. (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative Agent for the account of the

                                       31



Banks. Whenever any payment of principal of, or interest on, the Base Rate Loans
or of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic Business
Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day unless such Euro-Dollar Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next preceding Euro-Dollar
Business Day. If the date for any payment of principal is extended by operation
of law or otherwise, interest thereon shall be payable for such extended time.

     (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due from the Borrower to the
Banks hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
the Borrower shall not have so made such payment, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     (c) Upon the occurrence and during the continuance of an Event of Default,
payments received by the Administrative Agent shall be allocated in the
following order of priority:

         first, to the ratable payment of any unreimbursed expenses for which
     any Agent or Bank is to be reimbursed pursuant to Section 9.03 and unpaid
     fees owing to the Agents under this Agreement;

         second, to the ratable payment of accrued but unpaid interest on the
     Loans;

         third, to the ratable payment of unpaid principal of the Loans; and

         fourth, to the ratable payment of all other Obligations, until all
     Obligations shall have been paid in full.

     SECTION 2.11. Funding Losses. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or if any Euro-Dollar Loan is

                                       32


converted to a Base Rate Loan (pursuant to Article 2, 6 or 8 or otherwise) on
any day other than the last day of the Interest Period applicable thereto, or
the last day of an applicable period fixed pursuant to Section 2.05(c), or if
the Borrower fails to borrow or prepay any Euro-Dollar Loans after notice has
been given to any Bank in accordance with Section 2.02 or 2.09, the Borrower
shall reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by a Participant in the related Loan), including
(without limitation) any loss incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of margin, for the period after
any such payment or failure to borrow or prepay, provided that such Bank shall
have delivered to the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest error.

     SECTION 2.12. Computation of Interest and Fees. Interest based on the Prime
Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days
in a leap year) and paid for the actual number of days elapsed (including the
first day but excluding the last day). All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day).

                                    ARTICLE 3
                                   CONDITIONS

     SECTION 3.01. Borrowings. The obligation of any Bank to make a Loan on the
occasion of any Borrowing on or after the Effective Date is subject to the
satisfaction of the following conditions:

     (a) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.02;

     (b) the fact that, immediately after such Borrowing, (i) in the case of any
Term Loan Borrowing, the aggregate principal amount of Term Loans made by each
Bank on or after the Effective Date will not exceed the Remaining Term Loan
Commitment of such Bank and (ii) in the case of any Working Capital Borrowing,
the Working Capital Outstandings of each Bank will not exceed its Working
Capital Commitment;

     (c) the fact that, immediately before and after such Borrowing, no Event of
Default (and to the actual knowledge of all Authorized Officers, no Default,
other than a Default arising under Section 6.01(e) which did not arise from the
willful misconduct or gross negligence of the Borrower, which is susceptible of

                                       33


being cured and which the Borrower is diligently taking steps to cure) shall
have occurred and be continuing;

     (d) the fact that the representations and warranties of the Borrower
contained in this Agreement (except for those set forth in Section 4.03(a) and
(b) of this Agreement in the case of any Borrowing after the Effective Date and
except for any representation or warranty which is rendered untrue solely by
reason of a Default which does not prevent satisfaction of the condition
specified in Section 3.01(c)) shall be true in all material respects on and as
of the date of such Borrowing; and

     (e) in the case of a Term Loan Borrowing, the fact that in the applicable
Notice of Borrowing delivered pursuant to Section 3.01(a) above, the Borrower
shall have allocated to Allocated Equity, out of Funded Equity which was not
theretofore Allocated Equity, an amount equal to the Current Required Equity
Allocation.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c) and (d) of this Section.

     SECTION 3.02. Effectiveness. This Amended Agreement will become effective
upon the satisfaction of each of the following conditions (except that Section
3.04 will become effective upon satisfaction of the conditions specified in
clauses (a) and (b) below):

     (a) receipt by the Administrative Agent of counterparts (or telegraphic,
telex, facsimile or other written confirmation satisfactory to the
Administrative Agent from such party of execution of a counterpart hereof by
such party) of this Amended Agreement signed by each of Islands, Studio and
Banks comprising the "Required Banks" as defined in each of the Existing Credit
Agreements;

     (b) receipt by the Administrative Agent of duly executed financing
statement amendments on form UCC-3 from each of the Pledgors, in form and
substance satisfactory to the Administrative Agent;

     (c) receipt by the Administrative Agent of evidence satisfactory to it of
consummation of the Partnership Simplification, including without limitation an
instrument of assumption in form and substance satisfactory to the
Administrative Agent pursuant to which the Borrower assumes and confirms its
obligations under this Amended Agreement;

                                       34



     (d) receipt by the Administrative Agent for the account of each Bank of a
duly executed Note for the account of each Bank dated on or before the Closing
Date complying with the provisions of Section 2.03;

     (e) receipt by the Administrative Agent of counterparts of the Amended
Pledge Agreement and the Amended Subordination Agreement, duly executed by each
of the parties thereto;

     (f) receipt by the Administrative Agent of one or more opinions of counsel
to the Borrower satisfactory to the Administrative Agent and its counsel
covering the matters addressed in Exhibit C hereto and such additional matters
relating to the transactions contemplated hereby as the Required Banks may
reasonably request (by its execution and delivery of the Loan Documents to which
it is a party, the Borrower authorizes and directs its counsel to deliver said
opinions);

     (g) receipt by the Administrative Agent of an opinion of Davis Polk &
Wardwell, special counsel for the Agents, substantially in the form of Exhibit D
hereto and covering such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably request;

     (h) receipt by the Administrative Agent of an Officer's Certificate to the
effect set forth in clauses (c) and (d) of Section 3.01;

     (i) receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of the Borrower, the authority for and the
validity of the Transaction Documents, and any other matters relevant hereto,
all in form and substance satisfactory to the Administrative Agent; and

     (j) the fact that there shall be no outstanding Letter of Credit
Liabilities (as defined in the Islands Credit Agreement) on the Effective Date.

The Administrative Agent shall promptly notify each of the parties hereto of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

     SECTION 3.03. Effect of Amended Agreement. (a) On the Effective Date, the
Existing Credit Agreements will be consolidated, amended and restated to read in
their entirety as set forth in this Amended Agreement. From and after the
Effective Date, the rights of the parties to this Agreement shall be governed by
this Amended Agreement; provided that the rights of parties in respect of
periods prior to the Effective Date shall be governed by the terms of the
Existing Credit Agreements as in effect at the relevant time.

                                       35


     (b) Except in those limited instances where the contrary clearly appears
(e.g., the addition of Section 4.15), the intent of the parties hereto is not to
substantively alter the rights and obligations established by the Existing
Credit Agreements, but rather to clarify their application after giving effect
to the Completion Date and to the Partnership Simplification, and this Amended
Agreement shall be interpreted consistently with this intention. Specifically,
(i) the payment obligations of Islands and Studio immediately prior to the
Effective Date shall be obligations of the Borrower upon the Effective Date, but
otherwise shall be unchanged as to amount and timing, and (ii) whenever any
provision of this Agreement contemplates a financial or similar measurement over
a period of time commencing before the Merger Date, such measurement shall be
determined with reference to Islands or Studio or both, as the context may
require, for periods prior to the Merger Date and for the Borrower for periods
after the Merger Date.

     SECTION 3.04. Waiver. The Banks hereby waive the restrictions of Section
5.20 of each of the Existing Agreements to the extent necessary to permit
consummation of the Partnership Simplification; provided that this waiver is
subject to the condition that the Liens created by the Original Pledge Agreement
in the interest of the Pledgors in Islands and Studio shall attach to the
partnership interests resulting from each sequential step in the Partnership
Simplification, irrespective of whether the Effective Date hereunder occurs. If
for any reason, one or more of the transactions comprising the Partnership
Simplification shall have been consummated but the Effective Date shall not have
occurred:

         (i) the rights of the Banks and the Agents with respect to Islands
     Delaware, Studio Delaware or the Borrower, as the case may be, under the
     Original Subordination Agreement shall be the same as if such entity were
     named in lieu of its predecessor or predecessors in the Original
     Subordination Agreement, and

         (ii) the rights of the Banks and the Agents with respect to the
     interests of the Pledgors in Islands Delaware, Studio Delaware or the
     Borrower, as the case may be, under the Original Pledge Agreement shall be
     the same as if such entity were named in lieu of its predecessor or
     predecessors in the Original Pledge Agreement, and

no such rights shall be adversely affected by any such transaction or by any
consent of the Banks thereto.

                                       36


                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants that:

     SECTION 4.01. Organization, Powers, Good Standing and Subsidiaries.

     (a) Organization and Powers. The Borrower is a limited partnership duly
organized and validly existing under the laws of the State of Delaware and has
all requisite partnership power and authority to own and operate its properties,
to carry on its business as now conducted and proposed to be conducted, to enter
into the Transaction Documents to which it is party and to carry out the
transactions contemplated thereby.

     (b) Qualification and Good Standing. The Borrower is duly qualified,
properly licensed and in good standing in each jurisdiction in which its
ownership or leasing of property or the conduct of business requires such
qualification, except in jurisdictions in which the failure to so qualify, be
licensed or in good standing does not have and could not reasonably be expected
to have a Material Adverse Effect.

     SECTION 4.02. Authorization. The execution, delivery and performance of
each of the Loan Documents to which the Borrower is party and the issuance,
delivery and payment of the Notes have been duly authorized by all necessary
partnership action.

     (a) No Conflict. The execution, delivery and performance by the Borrower of
the Loan Documents to which it is party and the issuance, delivery and payment
of the Notes do not and could not reasonably be expected to (i) violate any
provision of law applicable to the Borrower, or any order, judgment or decree of
any court or other agency of government binding on the Borrower, other than any
such violation that does not have and could not reasonably be expected to have a
Material Adverse Effect, (ii) violate any provision of any Project Document,
(iii) conflict with, result in a breach of, or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of the
Borrower, other than any such contract, breach or default that does not have and
could not reasonably be expected to have a Material Adverse Effect, (iv) result
in or require the creation or imposition of any Lien upon any of the properties
or assets of the Borrower, other than those created by the Collateral Documents
or permitted by this Agreement, or (v) require any approval of stockholders or
partners or any approval or consent of any Person under any Contractual
Obligation of the Borrower, other than approvals or consents which have been
obtained or approvals or consents, the failure to obtain which does not have and
could not reasonably be expected to have a Material Adverse Effect.

                                       37


     (b) Consents. The execution, delivery and performance by the Borrower of
the Loan Documents to which it is party and the issuance, delivery and payment
of the Notes do not require any registration with, consent or approval of, or
notice to, or other action by, any Federal, state or other Governmental
Authority or regulatory body, or any trustee or holder of any Indebtedness or
obligation of Borrower, except for such registrations, consents, approvals,
notices or other action described in clauses (i) and (ii) below, and all such
required registrations have been made, such required consents, approvals or
notices have been given, or such other appropriate actions have been taken,
except for such registrations, consents, approvals, notices or other action, (i)
the failure to obtain which does not have and could not reasonably be expected
to have a Material Adverse Effect or (ii) which are not required to have been
made, given or taken at any time that this representation and warranty is made
or deemed made and which are of a type routinely obtained in the ordinary
course.

     (c) Binding Obligation. Each of the Loan Documents to which the Borrower is
a party has been duly executed and delivered on behalf of the Borrower, and each
of the Loan Documents to which the Borrower is a party constitutes the legally
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with its terms, except as may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding in equity or at law).

     SECTION 4.03. Financial Information; No Material Adverse Change.

     (a) The pro forma balance sheet of the Borrower as of July 3, 1999 fairly
presents, on a pro forma basis as set forth therein, the pro forma financial
position of the Borrower as of such date as if the Partnership Simplification
had been consummated on such date.

     (b) Since July 3, 1999, no event or condition has occurred which has had a
Material Adverse Effect.

     SECTION 4.04. Title to Properties; Liens. The Borrower owns or leases or
otherwise has the right to use all the properties and assets reasonably
necessary to the operation of its business and all such properties and assets
will be free and clear of Liens except as permitted pursuant to Section 5.15 and
will be free and clear of any covenants, condition, or restrictions that are
inconsistent with the current and proposed uses of such property except for any
such covenants, conditions or restrictions that do not and could not reasonably
be expected to have a Material Adverse Effect. The Borrower has or will obtain
all private easements as are necessary for the conduct of the business of the
Borrower at any time.

                                       38


     SECTION 4.05. Litigation; Adverse Facts: Compliance with Laws. There is no
litigation which could reasonably be expected to have a Material Adverse Effect;
there is no action, suit, proceeding or arbitration at law or in equity or
before or by any Federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
pending or, to the actual knowledge of any Authorized Officer of the Borrower,
threatened against or affecting the Borrower, which could reasonably be expected
to result in a Material Adverse Effect. The Borrower is not (i) in violation of
any applicable law, except for any such violation which could not reasonably be
expected to have a Material Adverse Effect, or (ii) subject to, or in default
with respect to, any final judgment, writ, injunction, decree, rule or
regulation of any court or Federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, which could reasonably be expected to have a Material Adverse Effect.
There is no action, suit, proceeding or investigation pending or, to the actual
knowledge of any Authorized Officer of the Borrower, threatened against or
affecting the Borrower, which could reasonably be expected to affect the
validity or the enforceability of any of the Loan Documents.

     SECTION 4.06. Payment of Taxes. All United States federal income tax and
other material tax returns and reports of the Borrower required to be filed by
it have been filed, and all taxes, assessments, fees and other governmental
charges upon the Borrower and upon its properties, assets, income and franchises
which are due and payable have been paid except for such taxes, assessments,
fees or other governmental charges being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and as to which such
reserve or other appropriate provision, if any, as required in conformity with
GAAP shall have been made therefor.

     SECTION 4.07. Materially Adverse Agreements; Performance.

     (a) Agreements. The Borrower is not a party to and is not subject to any
material agreement or instrument or charter or other internal restriction which
could reasonably be expected to have a Material Adverse Effect.

     (b) Performance. The Borrower is not in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any Contractual Obligation of the Borrower, and no condition exists
which, with the giving of notice or the lapse of time or both, would constitute
such a default, except where the consequences, direct or indirect, of such
default or defaults, if any, could not reasonably be expected to have a Material
Adverse Effect.

                                       39


     SECTION 4.08. Intellectual Property Rights. The Borrower owns or possesses
or holds under valid licenses all material patents, trademarks, service marks,
trade names, copyrights, licenses and other intellectual property rights
(collectively, "INTELLECTUAL PROPERTY RIGHTS") that are necessary for the
operation of the Theme Parks, and the Borrower is not in violation of any
material provision thereof. To the knowledge of the Borrower, there is no
infringement or claim of infringement by others of any material Intellectual
Property Right of the Borrower which has, or could reasonably be expected to
have, a Material Adverse Effect. Except for the License Agreements, no other
license, assignment or other document is or will be required for the Borrower to
have the right to use the name "Universal" and the "Universal" logo or is or
will be required for the Borrower to use any other Intellectual Property Rights
which are owned or possessed by, or licensed to, Universal or any Affiliate of
Universal and which are necessary for the conduct of the Borrower's business.
The Borrower is not and will not be contractually obligated to pay any fee,
royalty or other amount for the use of any Intellectual Property Rights covered
by the License Agreements other than customary royalties with respect to sales
of merchandise based on such Intellectual Property Rights and fees, royalties or
amounts payable under applicable guild agreements or under license agreements
licensing such Intellectual Property Rights to Universal and its Affiliates
(including reimbursement of amounts paid to third persons by Universal or its
Affiliates in respect of such fees, royalties and other amounts as provided in
the Borrower Partnership Agreement).

     SECTION 4.09. Governmental Regulation. The Borrower is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
to any Federal or state statute or regulation limiting its ability to incur
Indebtedness for money borrowed.

     SECTION 4.10. Securities Activities. The Borrower is not engaged
principally, or as one of its important activities, in the business of
extending, or arranging for the extension of, credit for the purpose of
purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan
will be used for any purpose which would be in violation of Regulation T, U or X
of the Board of Governors of the Federal Reserve System as any of the same may
at any time be amended or modified and in effect.

     SECTION 4.11. Employee Benefit Plans.

     (a) The Borrower and each of its ERISA Affiliates is in compliance in all
material respects with any applicable provisions of ERISA and the regulations
and published interpretations thereunder with respect to all Pension Plans and
Multiemployer Plans.

                                       40


     (b) No Termination Event has occurred or to the actual knowledge of the
Borrower is reasonably expected to occur with respect to any Pension Plan.

     (c) The actuarial present value of all benefit commitments under all
Pension Plans (with assets less than vested liabilities) do not exceed the
assets thereunder by more than $2,500,000.

     (d) Neither the Borrower nor any of its ERISA Affiliates has incurred or
reasonably expects to incur any withdrawal liability under ERISA to any
Multiemployer Plan in excess of $2,500,000.

     SECTION 4.12. Project Documents. The Project Documents are in full force
and effect and no default exists (or, in the case of parties other than the
Borrower and its Affiliates, is known by the Borrower to exist) in the
performance of any party thereto of any of its obligations thereunder that has
or could reasonably be expected to have a Material Adverse Effect.

     SECTION 4.13. Disclosure. No representation or warranty of the Borrower
contained in this Agreement or any other document, certificate or written
statement furnished to either Agent or any Bank by or on behalf of the Borrower
for use in connection with the transactions contemplated by this Agreement (and,
in the case of any such document, certificate or written statement, as
supplemented or corrected in writing prior to the time that this representation
or warranty is made or deemed made) contains any untrue statement of a material
fact or omits to state a material fact (known to the Borrower in the case of any
document not furnished by it) necessary in order to make the statements
contained herein or therein not misleading.

     SECTION 4.14. Hazardous Materials. The Borrower is in compliance in all
material respects with all federal, state and local laws, ordinances and
regulations relating to industrial hygiene or to the environmental conditions
on, under or about its real property (except for real property no longer owned
by the Borrower due to a conveyance, sale or other disposition pursuant to
Section 5.20), including, but not limited to, soil and ground water conditions,
asbestos and asbestos containing materials. In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of environmental
laws on the business, operations and properties of the Borrower, in the course
of which it identifies and evaluates associated liabilities and costs
(including, without limitation, any capital or operating expenditures required
for clean-up or closure of properties presently or previously owned, any capital
or operating expenditures required to achieve or maintain compliance with
environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities,
including any periodic or permanent shutdown of any facility

                                       41



or reduction in the level of or change in the nature of operations conducted
thereat, any costs or liabilities in connection with off-site disposal of wastes
or Hazardous Materials, and any actual or potential liabilities to third
parties, including employees, and any related costs and expenses). On the basis
of this review, the Borrower has reasonably concluded that such associated
liabilities and costs, including the costs of compliance with environmental
laws, are unlikely to have a Material Adverse Effect.

     SECTION 4.15. Year 2000 Compliance. The computer and management information
systems of the Borrower have been programmed and/or reprogrammed such that the
occurrence of January 1, 2000 will not cause malfunctions of such computer and
management information systems which would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

                                    ARTICLE 5
                                    COVENANTS

     The Borrower agrees that, so long as any Bank has any Remaining Term Loan
Commitment or Working Capital Commitment hereunder or any Obligation remains
unpaid:

     SECTION 5.01. Financial Statements and Other Reports. The Borrower will
maintain a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
conformity with GAAP. The Borrower will deliver or cause to be delivered to the
Administrative Agent for delivery to the Banks:

     (a) within 60 days after the end of each of the first three fiscal quarters
of each fiscal year of the Borrower, commencing with the first such fiscal
quarter ending after the Completion Date, a balance sheet of the Borrower as at
the end of such quarter and the related statements of income, partners' equity
and cash flows for such fiscal quarter, all in accordance with GAAP, setting
forth in each case in comparative form the figures for the corresponding
quarters of the previous fiscal year, if available, all in reasonable detail and
certified by the Chief Financial Officer of the Borrower that such financial
statements fairly present the financial condition of the Borrower as at the
dates indicated and the results of its operations and its cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustment;

     (b) within 120 days after the end of each fiscal year of the Borrower, a
balance sheet of the Borrower as at the end of such year and the related
statements

                                       42


of income, partners' equity and cash flows of the Borrower for such fiscal year,
setting forth in each case in comparative form the figures for the previous
year, if available, and all in reasonable detail and accompanied by a report
thereon of independent certified public accountants of recognized national
standing, which report shall be in form and substance reasonably satisfactory to
the Required Banks and shall be unqualified and unlimited in scope and shall
state that such financial statements present fairly the financial position of
the Borrower as at the dates indicated and the results of its operations and its
cash flows for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (except as otherwise stated therein) and that the
examination by such accountants in connection with such financial statements has
been made in accordance with generally accepted auditing standards;

     (c) together with each delivery of the financial statements pursuant to
subdivisions (a) and (b) above, (i) an Officer's Certificate stating that the
signer has reviewed the terms of this Agreement and the Notes and has made, or
caused to be made under his supervision, a review in reasonable detail of the
transactions and condition of the Borrower during the accounting period covered
by such financial statements and that such review has not disclosed the
existence during or at the end of such accounting period, and that the signer
does not have knowledge of the existence as at the date of the Officer's
Certificate, of any condition or event which constitutes a Default or, if any
such condition or event existed or exists, specifying the nature and period of
existence thereof and what action the Borrower has taken, is taking and proposes
to take with respect thereto; and (ii) a compliance certificate in the form of
Schedule E hereto demonstrating in reasonable detail compliance during and at
the end of such accounting periods with the applicable restrictions contained in
Sections 5.16, 5.18, 5.19, 5.20 and 5.23;

     (d) together with each delivery of the financial statements pursuant to
subdivision (b) above, a written statement by the independent public accountants
giving the report thereon (i) stating that their audit examination has included
a review of the terms of this Agreement and the Notes as they relate to
accounting matters and (ii) stating whether, in connection with their audit
examination, any condition or event which constitutes an Event of Default has
come to their attention, and if such a condition or event has come to their
attention, specifying the nature and period of existence thereof; provided that
such accountants shall not be liable by reason of any failure to obtain
knowledge of any such Event of Default that would not be disclosed in the course
of their audit examination;

     (e) promptly upon any Authorized Officer of the Borrower obtaining actual
knowledge (i) of any condition or event which constitutes a Default or becoming
aware that any Bank or Agent has given any notice with respect to a claimed
Default, (ii) that any Person has given any notice to the Borrower or taken

                                       43


any other action with respect to a claimed default or event or condition of the
type referred to in Section 6.01(b), or (iii) of a material adverse change in
the business, operations, properties, assets or condition (financial or
otherwise) of the Borrower or either Theme Park, an Officer's Certificate
specifying the nature and period of existence of any such condition or event, or
specifying the notice given or action taken by such holder or Person and the
nature of such claimed default, Default, event or condition, and what action the
Borrower has taken, is taking and proposes to take with respect thereto;

     (f) promptly upon any Authorized Officer of the Borrower obtaining actual
knowledge of (i) the institution of, or threat of, any action, suit, proceeding,
governmental investigation or arbitration against or affecting the Borrower or
any property of the Borrower not previously disclosed by the Borrower to the
Banks, or (ii) any material development in any such action, suit, proceeding,
governmental investigation or arbitration, which, in either case could
reasonably be expected to have a Material Adverse Effect, the Borrower shall
promptly give notice thereof to the Administrative Agent and the Banks;

     (g) promptly upon any Authorized Officer of the Borrower obtaining actual
knowledge of the occurrence of any (i) Termination Event, or (ii) "prohibited
transaction," as such term is defined in Section 4975 of the Internal Revenue
Code, in connection with any Pension Plan or any trust created thereunder, a
notice specifying the nature thereof, what action the Borrower has taken, is
taking or proposes to take with respect thereto, and, when known, any action
taken or threatened by the Internal Revenue Service or the Pension Benefit
Guaranty Corporation with respect thereto;

     (h) with reasonable promptness, copies of (i) all notices received by the
Borrower or any of the Borrower's ERISA Affiliates of the Pension Benefit
Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee
appointed to administer any Pension Plan; and (ii) all notices received by the
Borrower or any of the Borrower's ERISA Affiliates from a Multiemployer Plan
sponsor concerning the imposition of withdrawal liability pursuant to Section
4202 of ERISA;

     (i) on or after the date on which all costs and expenses incurred in order
for Completion to occur shall have been paid in full, or provision for such
payment satisfactory to the Required Banks shall have been made, an Officer's
Certificate to such effect, which Officer's Certificate shall set forth a
calculation of such costs and expenses, the aggregate amount of Funded Equity
required for the payment thereof (after taking into account amounts paid or to
be paid with the proceeds of the Term Loans) and the amount, if any, available
for payment of Restricted Payments pursuant to Section 5.18(a)(i); and

                                       44


     (j) with reasonable promptness, such other information and data with
respect to the Borrower or either Theme Park as from time to time may be
reasonably requested by the Administrative Agent upon the instruction of any
Bank.

The Borrower will not change its fiscal year from a period of four fiscal
quarters (based on a 52/53 week year) ending on the last Saturday of each June
or the first Saturday of July; provided that the Borrower may change its fiscal
year with the prior written approval of the Administrative Agent if the
Administrative Agent is satisfied that such change will have no substantive
effect on the requirements of Section 5.19 or any other provision of this
Agreement.

     SECTION 5.02. Existence, etc.

     The Borrower will at all times preserve and keep in full force and effect
its existence and all rights, franchises and licenses necessary or desirable for
the operation of either Theme Park (other than those referred to in Section
5.08) unless failure to preserve and keep in full force and effect any such
rights, franchises and licenses could not reasonably be expected to have a
Material Adverse Effect. The Borrower will remain duly qualified and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of properties requires such qualification, except where the failure to
maintain such qualification could not reasonably be expected to have a Material
Adverse Effect, and shall not engage in any business other than the operation of
the Theme Parks and activities related thereto.

     SECTION 5.03. Payment of Taxes and Claims. The Borrower will pay all taxes,
assessments and other governmental charges imposed upon it or any of its
operations or assets or in respect of any of its franchises, business, income or
property before any penalty or interest accrues thereon, and all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien upon any of its assets, prior to the time when any penalty or
fine shall be incurred with respect thereto, other than such taxes, assessments,
other governmental charges and claims as to which the failure to pay, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect;
provided that no such charge or claim need be paid if being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted
and as to which such reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made therefor.

     SECTION 5.04. Maintenance of Properties; Insurance.

                                       45


     (a) The Borrower will maintain or cause to be maintained in good repair,
working order and condition all material properties used or useful in connection
with the operation of either Theme Park and from time to time will make or cause
to be made all appropriate repairs, renewals and replacements thereof. The
Borrower will maintain or cause to be maintained, insurance of the types, in the
amounts and with the insurers (or other financially sound insurers) set forth on
Schedule F hereto. In the event any insurance set forth on Schedule F hereto
becomes unavailable on commercially reasonable terms, the Banks agree to discuss
reasonable alternative arrangements with the Borrower; provided, however, that
the insurance set forth on Schedule F hereto shall be maintained if the Required
Banks reasonably determine that such insurance should be maintained. The Banks
and the Agents make no representation of the solvency of any insurer or the
sufficiency of any amount of insurance obtained by the Borrower.

     (b) If (i) the aggregate insurance proceeds received in connection with one
or more related events by the Borrower under any insurance policy maintained by
the Borrower covering losses with respect to tangible real or personal property
or improvements exceeds $20,000,000 (exclusive of amounts paid under business
interruption or similar coverage) and (ii) the Borrower fails to commence within
18 months of the occurrence of such losses, and thereafter to diligently pursue,
repair or reconstruction of the damaged or destroyed properties or improvements
(or to commence and diligently pursue the construction of new properties or
improvements with substantially the same quality, appeal and capacity as that
which was damaged or destroyed), then the Borrower shall promptly prepay the
Loans pursuant to Section 2.09 in an amount equal to such insurance proceeds.

     SECTION 5.05. Inspection.

     (a) The Borrower will permit any authorized representatives designated by
the Required Banks (or, if an Event of Default shall have occurred and be
continuing, any Bank), including, without limitation, an independent architect,
an environmental consultant or other professional, at the expense of the Bank or
Banks making such request, to visit and inspect the Theme Parks and other
matters relating to the business activities, properties and records of the
Borrower, including financial and accounting records, and to make copies and
take extracts therefrom, and to discuss the affairs, finances and accounts of
the Borrower with the officers and independent public accountants of the
Borrower, and to perform environmental audits, all upon reasonable notice and at
such reasonable times during normal business hours and as often as may be
reasonably requested; provided, however, that such authorized representatives
shall have executed an agreement agreeing to be bound by the provisions of
Section 9.11 hereof.

                                       46



     (b) The Agents and the Banks are under no duty to supervise or inspect
construction or examine any books and records. Any inspection or examination by
an Agent or a Bank is for the sole purpose of protecting the Banks' security and
preserving the Banks' rights under this Agreement. No default on the part of the
Borrower will be waived by any inspection by any Agent or Bank. In no event will
any inspection by any Agent or Bank be a representation that there has been or
will be compliance with the plans or specifications or that the construction is
free from defective materials or workmanship.

     SECTION 5.06. Compliance with Laws, etc.

     The Borrower will obtain, comply with, and keep in effect all permits and
approvals, including without limitation, zoning approvals, required from any
Governmental Authority for lawful operation of either Theme Park, including,
without limitation, all approvals of any changes in plans, specifications, work
materials or contracts that are required by law, or under the terms of any
recorded instrument affecting either Theme Park, or under any lease, loan
commitment or other agreement relating to either Theme Park, the failure to
obtain, comply with or keep in effect which would have a Material Adverse
Effect. The Borrower will comply with the requirements of all existing and
future applicable laws, rules, ordinances, regulations and orders of any
Governmental Authority, including, without limitation, all subdivision laws and
zoning requirements and with all recorded covenants, conditions and restrictions
affecting the Real Property, noncompliance with which could reasonably be
expected to have a Material Adverse Effect.

     SECTION 5.07. Clean-Down Period.

     During the Revolving Credit Period, Working Capital Outstandings shall be
$30,000,000 or less for a period of at least 14 consecutive calendar days during
the period from June 1 to October 31 in each calendar year, except for such
period in 1999.

     SECTION 5.08. Licenses, Material Contracts, etc.

     (a) The Borrower will obtain and maintain the right to use all Intellectual
Property Rights necessary for either Theme Park and the conduct of the
Borrower's business, and will maintain in full force and effect, comply with,
and enforce its rights under, the Project Documents to which it is a party,
except where the failure to so comply or enforce could not reasonably be
expected to have a Material Adverse Effect.

     (b) For so long as either Theme Park is managed by Universal or an
Affiliate of Universal, the Borrower shall use all reasonable efforts to ensure
that

                                       47



it is offered the opportunity to obtain the right to use in connection with such
Theme Park all proprietary and creative elements used at or otherwise made
available at the Universal Studios Tour operated by Universal or an Affiliate of
Universal in Los Angeles, California without payment of any fee (except for such
fees required by applicable guild agreements or other agreements with third
parties).

     SECTION 5.09. Protection Against Lien Claims. The Borrower will promptly
pay and discharge all claims and liens for labor done and materials and services
furnished in connection with the operation of either Theme Park; provided that
the Borrower may contest in good faith any claim or lien so long as it does so
diligently and without prejudice to the Banks.

     SECTION 5.10. Indemnity. The Borrower agrees to indemnify and hold the
Banks and the Agents harmless from and against all liabilities, claims, damages,
costs and expenses (including but not limited to reasonable legal fees and
disbursements) arising out of or resulting from any defective workmanship or
materials occurring in the construction of either Theme Park; except such
liabilities, claims, damages, costs and expenses (including but not limited to
reasonable legal fees and disbursements) as result from work done or materials
obtained by the Agents or the Banks, or by the Borrower at the written direction
of the Agents or the Required Banks. In those situations described in the
preceding sentence where the Borrower has agreed to indemnify and hold harmless,
(i) upon demand by the Required Banks, the Borrower shall defend any action or
proceeding alleging any defective workmanship or materials brought against any
Agent or Bank, or (ii) the Agents or the Banks, or any of them, may defend and
employ counsel in enforcing its rights hereunder; provided that in connection
with any particular matter the Borrower shall not be obligated to pay the fees
and expenses of more than one law firm (in addition to local counsel), such law
firm to be designated by the Administrative Agent, for all parties entitled to
indemnification under this Section 5.10. The provisions of this subsection will
survive the termination of this Agreement and the payment of the Obligations.

     SECTION 5.11. Hazardous Materials. The Borrower covenants that it shall
keep and maintain real property owned (except for real property no longer owned
by the Borrower due to a conveyance, sale or other disposition pursuant to
Section 5.20) or used by the Borrower and operate the Theme Parks in compliance
in all material respects with all federal, state or local laws, ordinances or
regulations relating to (a) industrial hygiene or the environmental conditions
on, under or about such real property, including, but not limited to, soil and
ground water conditions, asbestos and asbestos containing materials and (b) the
use, generation, manufacture, storage or disposal on, under or about such real
property, or the transport to or from such real property, of any Hazardous
Materials.

                                       48


     SECTION 5.12. Management of Borrower. The Borrower will cause Universal or
a Subsidiary or Affiliate of Universal at all times to manage the Theme Parks,
provided that the Borrower may upon the prior written consent of the Required
Banks, which consent shall not be unreasonably withheld, replace such legal
entity with a new manager.

     SECTION 5.13. Condition of Real Property. The Borrower will at all times
cause the real property upon which the entirety of each Theme Park is located to
have adequate easements and rights of way over any contiguous real property for
the full enjoyment of the intended use thereof.

     SECTION 5.14. Indebtedness. The Borrower will not, directly or indirectly,
create, incur, assume, guaranty, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:

     (a) Indebtedness of the Borrower under the Loan Documents;

     (b) Indebtedness that is subordinated to the Obligations of the Borrower
pursuant to the Subordination Agreement; provided that any such Indebtedness
shall be owed exclusively to the partners in the Borrower;

     (c) Indebtedness not otherwise permitted by this Section, provided that the
sum (without duplication) outstanding at any time of (i) the aggregate principal
amount of such Indebtedness, (ii) the aggregate amount of Contingent Obligations
permitted by Section 5.17(c), (iii) the aggregate amount secured by Liens
permitted by Section 5.15(i) and (iv) the aggregate unrecovered amount of
Investments under Section 5.16(g), shall not exceed $70,000,000; provided
further that the foregoing $70,000,000 limitation shall be increased by 5%, on a
cumulative basis, on each January 1, commencing with January 1, 1997;

     (d) Indebtedness secured by Liens permitted by Section 5.15(i); and

     (e) Tax Indebtedness not otherwise permitted, provided that (i) such
indebtedness has a weighted average life to maturity greater than the then
remaining weighted average life to maturity of the Term Loans and (ii)
substantially simultaneously with the incurrence of such Tax Indebtedness after
the Effective Date, an amount not less than the amount of the proceeds thereof,
net of costs of issuance, is applied as an optional reduction of the Remaining
Term Loan Commitments and/or optional prepayment of the Term Loans.

     SECTION 5.15. Liens. The Borrower will not, directly or indirectly, create,
incur, assume or permit to exist any Lien on or with respect to any property or
asset (including any document or instrument in respect of goods or accounts

                                       49


receivable), whether now owned or hereafter acquired, or any income or profits
therefrom, except:

     (a) Liens for taxes, assessments or governmental charges or claims which
are not at the time required to be paid pursuant to Section 5.03;

     (b) statutory and common law Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law incurred in
the ordinary course of business for sums not yet delinquent or being contested
in good faith, if such reserve or other appropriate provision, if any, as shall
be required by GAAP shall have been made therefor;

     (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made
in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money), bank offset agreements and credit card service agreements;

     (d) minor defects and irregularities in title to any real property which in
the aggregate do not impair the fair market value or use of the real property
for the purposes for which it is or may reasonably be expected to be held;

     (e) easements, exceptions, reservations, or other agreements for the
purpose of pipelines, conduits, cables, wire communication lines, power lines
and substations, streets, trails, walkways, drainage, irrigation, water and
sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or
other minerals, public utilities and other like purposes affecting real
property, facilities, or equipment which in the aggregate do not materially
burden or impair the fair market value or use of such property for the purposes
for which it is or may reasonably be expected to be held or in connection with
either Theme Park;

     (f) Liens securing obligations created by or resulting from any litigation
or legal proceeding involving the Borrower in the ordinary course of business
which is currently being contested in good faith by appropriate proceedings;
provided that adequate reserves have been set aside and no property is subject
to a material risk of loss or forfeiture; and provided further that on and after
the Completion Date no Lien securing an amount in excess of $25,000,000 shall be
permitted under this subsection (f) for more than 10 days after the imposition
thereof;

     (g) Liens created by the Collateral Documents;

                                       50


     (h) Liens securing the obligations of the Borrower in respect of the
*** Fee; and

     (i) Liens not otherwise permitted by this Section, provided that the sum
(without duplication) outstanding at any time of (i) the aggregate amount
secured by such Liens, (ii) the aggregate amount of Contingent Obligations
permitted by Section 5.17(c), (iii) the aggregate principal amount of
Indebtedness permitted by Section 5.14(c) and (iv) the aggregate unrecovered
amount of Investments under Section , shall not exceed $70,000,000; provided
further that the foregoing $70,000,000 limitation shall be increased by 5%, on a
cumulative basis, on each January 1, commencing January 1, 1997.

     SECTION 5.16. Investments. The Borrower will not directly or indirectly
make or own any Investment in any Person except: (a) marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within two years from the date of
acquisition thereof, (b) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having the highest rating
obtainable from either Standard & Poor's Ratings Group or Moody's Investors
Service, Inc., (c) commercial paper maturing no more than one year from the date
of creation thereof and, at the time of acquisition, having the highest rating
obtainable from either Standard & Poor's Ratings Group or Moody's Investors
Service, Inc., (d) certificates of deposit or bankers' acceptances maturing
within six months from the date of acquisition thereof issued by commercial
banks organized under the laws of the United States of America or any state
thereof or the District of Columbia, each having combined capital and surplus of
not less than $1,000,000,000, (e) so long as both before and after giving effect
thereto no Event of Default (and, to the actual knowledge of all Authorized
Officers, no Default) shall have occurred and be continuing, demand loans
(bearing interest at a market rate) to (or guaranteed by) Universal or Rank,
provided that (i) the aggregate outstanding principal amount of such loans shall
at no time exceed $100,000,000 and (ii) the aggregate amount of such loans
during any fiscal quarter shall not exceed 66 2/3% of the Borrower's good faith
estimate of Applicable Excess Cash Flow for such period, (f) Scheduled Affiliate
Transactions and (g) Investments not otherwise permitted by this Section,
provided that the sum (without duplication) outstanding at any time of (i) the
aggregate unrecovered amount of such Investments, (ii) the aggregate amount
secured by Liens permitted by Section 5.15(i), (iii) the aggregate principal
amount of Indebtedness permitted by Section 5.14(c) and (iv) the aggregate
amount of Contingent Obligations permitted by Section 5.17(c), shall not exceed
$70,000,000 provided further that the foregoing

                                       51


$70,000,000 limitation shall be increased by 5%, on a cumulative basis, on each
January 1, commencing January 1, 1997.

Without limiting the generality of the foregoing, (i) the Borrower will not have
any Subsidiaries without the prior written consent of the Required Banks, which
consent may be conditioned upon such changes in the Loan Documents as the
Required Banks may deem appropriate to reflect the existence of such
Subsidiaries and (ii) except for Scheduled Affiliate Transactions, the Borrower
will not make any Investment in any Affiliate except pursuant to clause (e)
above.

     SECTION 5.17. Contingent Obligations. The Borrower will not, directly or
indirectly, create or become or be liable with respect to any Contingent
Obligation, except:

     (a) Contingent Obligations constituting Indebtedness permitted by Section
5.14 and Contingent Obligations in respect of Derivatives Obligations incurred
for bona fide hedging purposes;

     (b) Contingent Obligations required pursuant to Florida law and Contingent
Obligations not relating to the Indebtedness of any other Person arising in the
ordinary course of the construction or development of the Project or the
operation of either Theme Park;

     (c) Contingent Obligations not otherwise permitted by this Section,
provided that the sum (without duplication) outstanding at any time of (i) the
aggregate amount of such Contingent Obligations, (ii) the aggregate amount
secured by Liens permitted by Section 5.15(i), (iii) the aggregate principal
amount of Indebtedness permitted by Section 5.14(c) and (iv) the aggregate
unrecovered amount of Investments under Section 5.16(g), shall not exceed
$70,000,000; provided further that the foregoing $70,000,000 limitation shall be
increased by 5%, on a cumulative basis, on each January 1, commencing January 1,
1997; and

     (d) Contingent Obligations resulting from or created pursuant to any
Scheduled Affiliate Transactions.

     SECTION 5.18. Restricted Payments: Universal Fees.

     (a) The Borrower will not, directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Payment, except that, so long as
both before and after giving effect to any such Restricted Payment, no Event of
Default (and to the actual knowledge of all Authorized Officers, no Default)
shall have occurred and be continuing:

                                       52



         (i) not less than five Domestic Business Days following the date of
     delivery of the Officer's Certificate required pursuant to Section 5.01(i),
     the Borrower may make a one-time Restricted Payment in an amount not more
     than the excess, if any, of Funded Equity over the aggregate amount of
     Funded Equity required to pay all costs and expenses incurred in order for
     Completion to occur (after taking into account amounts paid or to be paid
     with proceeds of Term Loans);

         (ii) in the event of a sale of land by the Borrower in connection with
     the development or construction of hotels, the Borrower may make a
     Restricted Payment substantially simultaneously with the receipt by the
     Borrower of the net cash proceeds of such sale in an amount equal to 33
     1/3% of such net cash proceeds; and

         (iii) in addition to the Restricted Payments permitted to be made by
     clauses (i) and (ii) above, the Borrower may make Restricted Payments;
     provided that:

               (A) such Restricted Payments are made on a date (a "RESTRICTED
         PAYMENT DATE") within 30 days following the delivery of financial
         statements for a fiscal period pursuant to Section 5.01 (the last
         fiscal quarter covered by such financial statements being the fiscal
         quarter "in respect of which" such Restricted Payments are made); and

               (B) the amount of such Restricted Payments made in respect of
         such fiscal quarter, when aggregated with the amount of such Restricted
         Payments in respect of the three preceding fiscal quarters (or, if
         less, the number of fiscal quarters then ended subsequent to the
         Completion Date), and the amount of all Prepayment Amounts in respect
         of all such Restricted Payments, does not exceed Applicable Excess Cash
         Flow for such four quarter period (or, in the case of each of the first
         three quarters after the Completion Date, 66 2/3% of Applicable Excess
         Cash Flow for the applicable period ended at the end of such fiscal
         quarter), adjusted (if necessary) for changes in outstanding balances
         of Partner Loans as specified in paragraph (C) below; and

               (C) the amount of Applicable Excess Cash Flow in respect of any
         Restricted Payment Date shall be reduced (or increased) by the amount
         of any net increase (or net decrease) in the aggregate outstanding
         balance of Partner Loans since the preceding Restricted Payment Date.
         The forgiveness of an

                                       53




         outstanding Partner Loan shall be deemed a repayment thereof with the
         proceeds of a Restricted Payment.

     (b) In addition to the Restricted Payments permitted by subsection (a)
above, the Borrower may pay at any time accrued Universal Fees (together with
any interest accrued thereon at a rate per annum not exceeding the prime rate);
provided that (x) no Universal Fees may be paid pursuant to this clause (ii)
unless both before and after giving effect to the payment thereof no Event of
Default (and, to the actual knowledge of all Authorized Officers, no Default)
shall have occurred and be continuing and (y) the aggregate amount of Universal
Fees accrued by the Borrower with respect to any period shall not exceed 5% of
the Borrower's gross revenues for such period.

     SECTION 5.19. Financial Covenants.

     (a) Funded Debt Ratio. The Funded Debt Ratio will not at the last day of
any fiscal quarter set forth below exceed the applicable ratio set forth below:


1st FQFC                                 12.00 to 1.00
2nd FQFC                                 10.00 to 1.00
3rd FQFC                                 8.00 to 1.00
4th FQFC                                 6.50 to 1.00
5th FQFC                                 5.50 to 1.00
6th FQFC                                 5.00 to 1.00
7th FQFC                                 4.75 to 1.00
8th through 11th FQFC                    4.00 to 1.00
12th FQFC and thereafter                 3.00 to 1.00

     (b) Interest Coverage Ratio. The Interest Coverage Ratio will not at the
last day of any fiscal quarter set forth below be less than the applicable ratio
set forth below:


1st through 5th FQFC                     1.75 to 1.00
6th FQFC                                 2.00 to 1.00
7th FQFC                                 2.25 to 1.00
8th through 11th FQFC                    2.50 to 1.00
12th through 15th FQFC                   3.00 to 1.00


                                       54


16th FQFC and thereafter                 3.75 to 1.00


     (c) Debt Service Coverage Ratio. The Debt Service Coverage Ratio will not
at the last day of any FQFC be less than 1.35 to 1.00.

     SECTION 5.20. Restriction on Fundamental Changes; Purchases and Sale of
Assets.

     (a) The Borrower will not enter into any transaction of merger or
consolidation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, transfer or otherwise
dispose of, in one transaction or a series of transactions, any of its assets,
whether now owned or hereafter acquired, except that so long as no Event of
Default (and, to the actual knowledge of all Authorized Officers, no Default)
has occurred and is then continuing:

         (i) The Borrower may sell, lease or otherwise dispose of (w) inventory,
     cash, cash equivalents and other cash management investments and obsolete,
     worn-out or surplus equipment, in each case in the ordinary course of
     business, (x) assets to be sold, leased or otherwise disposed of in
     connection with a Scheduled Affiliate Transaction, (y) land to be sold,
     leased or otherwise disposed of in connection with the development and
     construction of hotels and (z) assets not excluded by clause (w), (x) or
     (y) so long as on the date of disposition of any asset, the aggregate fair
     market value of all such assets so disposed of during the term of this
     Agreement shall not exceed 10% of the book value (without taking into
     account depreciation) of all of the assets of the Borrower on the last day
     of the fiscal quarter of the Borrower most recently ended prior to the date
     of any such conveyance, sale, lease, transfer or other disposition;
     provided that an amount not less than 66 2/3% of the net cash proceeds of
     any sale of land in connection with the development or construction of
     hotels, whether or not to an Affiliate, shall substantially simultaneously
     with the receipt thereof by the Borrower be applied as an optional
     prepayment of the Term Loans.

         (ii) Without limiting the generality of the foregoing, the Borrower may
     license Intellectual Property Rights so long as such license permits the
     continued use of such Intellectual Property Rights by the Borrower in
     connection with the Theme Parks (to the extent necessary or desirable in
     connection therewith) and could not materially and adversely affect or
     impair the value to the Borrower of such Intellectual Property Rights.

                                       55


     (b) The Borrower will not, directly or indirectly, purchase or acquire any
real property, except that so long as no Event of Default (and, to the actual
knowledge of all Authorized Officers, no Default) has occurred and is then
continuing, the Borrower may, in any fiscal year, (i) purchase real property in
an aggregate amount which does not exceed 15% of the book value (as determined
in accordance with GAAP) of real property owned by the Borrower at the end of
the prior fiscal year, and (ii) purchase any amount of real property as long as
such purchase is made with the proceeds of cash equity contributions to the
Borrower or loans to the Borrower the payment of which are subordinated to the
payment of the Obligations pursuant to the terms of the Subordination Agreement.

     SECTION 5.21. ERISA. The Borrower will not, and will not permit any of its
ERISA Affiliates to (a) engage in any transaction in connection with which the
Borrower or any of its ERISA Affiliates would be reasonably likely to be subject
to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax
imposed by Section 4975 of the Internal Revenue Code in either case in an amount
in excess of $2,500,000; (b) fail to make full payment when due of all amounts
which, under the provisions of any Pension Plan, the Borrower or any of its
ERISA Affiliates is required to pay as contributions thereto, or permit to exist
any accumulated funding deficiency, whether or not waived, with respect to any
Pension Plan in an aggregate amount greater than $2,500,000; (c) permit the
actuarial present value of all benefit commitments under all Pension Plans to
exceed the current value of the assets of such Pension Plans (excluding Pension
Plans with assets greater than vested benefits) allocable to such vested
benefits by more than $2,500,000; or (d) fail to make any payments in an
aggregate amount greater than $1,000,000 to any Multiemployer Plan that the
Borrower or any of its ERISA Affiliates may be required to make under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto. As
used in this Section, the term "ACCUMULATED FUNDING DEFICIENCY" has the meaning
specified in Section 302 of ERISA and Section 412 of the Internal Revenue Code,
the term "ACCRUED BENEFIT" has the meaning specified in Section 3 of ERISA and
the terms "ACTUARIAL PRESENT VALUE" and "BENEFIT COMMITMENTS" have the meaning
specified in Section 4062(b)(1)(A) of ERISA.

     SECTION 5.22. Transactions with Affiliates. Except for (i) Partner Loans,
(ii) the transactions contemplated by Section 5.27, (iii) the performance of the
Project Documents and (iv) the Scheduled Affiliate Transactions, the Borrower
will not directly or indirectly enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service), with any Affiliate of the Borrower,
except on arms-length terms which take into consideration the expertise and
creative talents of such Affiliate.

                                       56



     SECTION 5.23. Capital Expenditures. The Borrower may make Capital
Expenditures so long as such Capital Expenditures (other than Capital
Expenditures (i) for Construction Costs or (ii) made prior to the Completion
Date) do not exceed $250,000,000 during any period of eight consecutive fiscal
quarters (such amount to be increased by 5% on each January 1, commencing
January 1, 1997); provided that Capital Expenditures made from the proceeds of
equity contributions or loans that are subordinated to the Obligations pursuant
to the Subordination Agreement shall not be included for purposes of determining
compliance with the foregoing limitations on Capital Expenditures; and provided
further that if a Special Period shall occur, then for each fiscal period
specified below which ends during the Special Period, Capital Expenditures for
the Borrower shall not be less than the specified percentage of the Forecast
Capital Expenditures for such period: (i) for the first fiscal year ending
during the Special Period, 50%; (ii) for the two-year period ending at the
second fiscal year-end during the Special Period, 66 2/3%; and (iii) for the
three-year period ending at the third fiscal year-end during the Special Period,
and each subsequent three-year period ending during the Special Period, 75%.

     "FORECAST CAPITAL EXPENDITURES" for any fiscal year means the applicable
amount determined based on the schedule by calendar year set forth below:


          CALENDAR YEAR                       FORECAST CAPITAL EXPENDITURES
          -------------                       -----------------------------
             1999                                     $29,100,000
             2000                                    $127,100,000
             2001                                    $131,100,000
             2002                                    $106,700,000
             2003                                    $105,300,000
             2004                                    $110,200,000
             2005                                    $112,400,000
             2006                                    $126,200,000
             2007                                    $130,700,000

     SECTION 5.24. Use of Proceeds. The proceeds of the Term Loans under the
Remaining Term Loan Commitments will be used by the Borrower solely to finance
(or to reimburse the Borrower for) the construction and development of the
Project, including related infrastructure costs and working capital requirements
and interest costs and fees during construction. The proceeds of the Working
Capital Loans will be used by the Borrower for working capital purposes

                                       57


(including repayment of Indebtedness and payment of Restricted Payments
otherwise permitted hereunder) in connection with the operation of the Theme
Parks.

     SECTION 5.25. Amendment of Related Agreements. The Borrower will not amend,
modify, waive the provisions of or terminate, or consent to any amendment,
modification, waiver or termination of, any Project Document to which it is a
party, except where such amendment, modification or waiver could not reasonably
be expected to have a Material Adverse Effect.

     SECTION 5.26. Limitation on Granting Negative Pledges. The Borrower will
not enter into, or suffer to exist, any agreement with any Person, other than
this Agreement, which prohibits or limits the ability of the Borrower to create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired (other than with respect to
assets subject to consensual liens permitted under Section 5.15).

     SECTION 5.27. Hedging Facilities. The Borrower shall maintain in full force
and effect the interest rate swaps, caps and/or other Derivatives Obligations
entered into pursuant to Section 5.27 of either Existing Credit Agreement.

                                    ARTICLE 6
                                    DEFAULTS

     SECTION 6.01. Events of Default. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

     (a) Failure to Make Payments When Due

     Any principal of any Loan shall not be paid when due, whether at stated
maturity, by acceleration, by notice of prepayment or otherwise, or any interest
or fees payable by the Borrower under the Loan Documents shall not be paid
within five days of the due date thereof; or

     (b) Default under Other Agreements

         (i) The Borrower shall fail to make any payment in respect of any
     Material Financial Obligations (other than the Loans) when due or within
     any applicable grace period; or

         (ii) any event or condition shall occur that results in the
     acceleration of the maturity of any Material Debt or the termination prior

                                               58



     to scheduled termination of any Material Commitment or enables the holder
     or holders of such Material Debt or any Person acting on behalf of such
     holder or holders to accelerate the maturity thereof or enables the maker
     or makers of any Material Commitment or any Person acting on behalf of such
     maker or makers to terminate such Material Commitment; or

         (c) Breach of Certain Covenants

         (i) Failure of the Borrower to observe or perform any of the covenants
     or agreements contained in Section 5.01(e)-(i), 5.07, 5.14, 5.15, 5.16,
     5.17, 5.18, 5.20, 5.22, 5.23, 5.24, 5.25 or 5.27 of this Agreement; or

         (ii) Failure of Borrower to observe or perform any of the covenants or
     agreements contained in Section 5.19 as of the end of any fiscal quarter
     which shall be continuing at the earliest of (x) the date of delivery of
     financial statements for the period ending at the end of such fiscal
     quarter pursuant to Section 5.01, (y) the Restricted Payment Date, if any,
     established in respect of such fiscal quarter pursuant to Section
     5.18(a)(iii)(A) and (z) the 60th day after the end of such fiscal quarter
     (it being understood that a Default under this paragraph existing at the
     end of such fiscal quarter may be cured within the period specified herein
     through the payment or prepayment of Indebtedness with the proceeds of
     equity or Subordinated Debt contributions to the extent necessary to
     restore compliance on a pro forma basis with the applicable provision of
     Section 5.19 after giving effect to such payment or prepayment of
     Indebtedness as of the first day of the relevant period); or

     (d) Breach of Warranty

     Any of the representations or warranties made in any of the Loan Documents
by the Borrower or in any statement or certificate at any time given by the
Borrower in writing pursuant to any Loan Document or in connection therewith
shall be false or misleading in any material respect on the date as of which
made; or

     (e) Other Defaults Under Agreement

     The Borrower shall default in the performance of or compliance with any
term or obligation contained in this Agreement other than those referred to
elsewhere in this Section 6.01 and such default shall not have been remedied or
waived within 30 days after the Borrower receives notice of the occurrence of
such default from the Administrative Agent; provided that no Event of Default
shall exist under this subsection (e) with respect to any default under or non-

                                       59


compliance with Section 5.02, 5.04(a) (first sentence), 5.06, 5.08, 5.11 or 5.13
so long as the default or non-compliance that would otherwise give rise to an
Event of Default did not arise from the willful misconduct or gross negligence
of the Borrower and is susceptible of being cured and the Borrower is diligently
taking steps to cure such default or non-compliance; or

     (f) Involuntary Bankruptcy; Appointment of Receiver, etc.

     (i) A court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Borrower in an involuntary case under the
Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, which decree or order is not stayed; or any other
similar relief shall be granted under any applicable federal or state law; or
(ii) a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over the Borrower or all or a substantial part of
its property shall have been entered; or the issuance of a warrant of
attachment, execution or similar process against any substantial part of the
property of the Borrower, and the continuance of any the events described in
this clause (ii) for 60 days unless dismissed, bonded or discharged; or

     (g) Voluntary Bankruptcy; Appointment of Receiver, etc.

     The Borrower shall have an order for relief entered with respect to it or
commence a voluntary case under the Bankruptcy Code or any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property; the making by the Borrower of any assignment for the benefit of
creditors; or the inability or failure of the Borrower or the admission by the
Borrower in writing of its inability to pay its debts as such debts become due;
or

     (h) Judgments and Attachments

     Any money judgment, writ or warrant of postjudgment attachment, or similar
process involving in any case an amount in excess of $2,500,000 shall be entered
or filed against the Borrower and shall remain undischarged, unvacated, unbonded
or unstayed for a period of 30 days or in any event later than five days prior
to the date of any proposed sale thereunder; or

     (i) Dissolution

                                       60



     Any order, judgment or decree shall be entered decreeing the dissolution or
split up of the Borrower and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or

     (j) Unfunded ERISA Liabilities

         (i) Any Pension Plan maintained by the Borrower or any of its ERISA
     Affiliates shall be terminated within the meaning of Title IV of ERISA
     unless such Plan's assets would exceed its liabilities upon a termination;
     or (ii) a trustee shall be appointed by an appropriate United States
     district court to administer any Pension Plan; or (iii) the Pension Benefit
     Guaranty Corporation (or any successor thereto) shall institute proceedings
     to terminate any Pension Plan or to appoint a trustee to administer any
     Pension Plan; or (iv) the Borrower or any of its ERISA Affiliates shall
     withdraw (under Section 4063 of ERISA) from a Pension Plan, if as of the
     date thereof or any subsequent date, the sum of each of the Borrower's and
     its ERISA Affiliate's various liabilities (such liabilities to include,
     without limitation, any liability in excess of any assets allocated to such
     liabilities to the Pension Benefit Guaranty Corporation (or any successor
     thereto) or to any other party under Sections 4062, 4063 or 4064 of ERISA)
     or resulting from or otherwise associated with such events listed in
     clauses (i)-(iv) above exceeds $5,000,000; or

     (k) Withdrawal Liability Under Multiemployer Plan

     The Borrower or any of its ERISA Affiliates as employer under a
Multiemployer Plan shall have made a complete or partial withdrawal from such
Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have
notified such withdrawing employer that such employer has incurred a withdrawal
liability in an annual amount exceeding $5,000,000 and such liability shall not
have been paid prior to its due date; or

     (l) Loss of Rights Under Contractual Obligations

     Any Governmental Authority shall, after a full hearing provided by law, and
after all appeals have been taken and final determination made, revoke or fail
to renew any license material to the operation of either Theme Park and such
revocation or failure to renew could reasonably be expected to have a Material
Adverse Effect; or the Borrower shall for any reason lose any rights under any
Contractual Obligation, which loss, after giving effect to any replacement
thereof, could reasonably be expected to have a Material Adverse Effect; or the
Borrower shall suffer the imposition of any restraining order, escrow or impound
of funds in connection with any proceeding (judicial or administrative) with
respect to such

                                       61


Contractual Obligation, which imposition shall materially adversely affect the
operation of either Theme Park; or

     (m) Condemnation and Major Casualty

     Any property of the Borrower shall be the subject of a condemnation
judgment or decree which shall not have been vacated or stayed pending appeal
within 30 days from the entry thereof and such condemnation judgment or decree
could reasonably be expected to have a Material Adverse Effect; or either (i)
uninsured casualty losses to property in excess of $50,000,000 in the aggregate
in any fiscal year shall occur at either Theme Park and additional capital in
the form of equity or Subordinated Loans (or other financial support
satisfactory to the Required Banks) shall not have been provided to the Borrower
to make up for such losses to the extent in excess of funds then available to
the Borrower from other sources, or (ii) a loss of all or substantially all of
either Theme Park or the use thereof due to destruction, damage beyond
economical repair, or rendition of either Theme Park permanently unfit for
normal use for any reason whatsoever; or

     (n) Related Agreements

     Any material breach or default shall occur or there is a failure to observe
or perform any material covenant or agreement under any of the Project Documents
(other than the Loan Documents) and such breach, default or failure to observe
or perform could reasonably be expected to have a Material Adverse Effect;

     (o) Universal and Rank Participation

     Unless the Required Banks shall have otherwise consented as provided in
Section 6.02,

         (i) at any time prior to January 31, 2001 (the "BREAK-IN PERIOD DATE"),
     (A) Universal and Rank do not collectively own, directly or indirectly, at
     least 66 2/3% of all partnership interests in the Borrower; or (B) Rank and
     Universal do not each own, directly or indirectly, partnership interests in
     the Borrower equal to at least the greater of (x) 33 1/3% of all
     partnership interests in the Borrower owned by Rank and Universal, directly
     or indirectly, on a collective basis and (y) the aggregate percentage of
     all partnership interests in the Borrower that are not then owned, directly
     or indirectly, by Rank or Universal; or

         (ii) at any time during the period from the Break-in Period Date to,
     but not including, the date on which the Administrative Agent receives an
     Officer's Certificate from the Borrower showing that the Funded Debt

                                       62


     Ratio is 2.00 to 1.00 or less (the "RATIO SATISFACTION DATE"), (A)
     Universal and Rank do not collectively own, directly or indirectly, at
     least 51% of all partnership interests in the Borrower; or (B) Rank and
     Universal do not each own, directly or indirectly, partnership interests in
     the Borrower equal to at least 33 1/3% of all partnership interests in the
     Borrower owned by Rank and Universal, directly or indirectly, on a
     collective basis; or

         (iii) at any time on or after the Ratio Satisfaction Date, Universal
     and Rank cease to collectively own, directly or indirectly, at least 25% of
     all partnership interests in the Borrower; or

     (p) Liens

     Any Lien (whether voluntary or involuntary), other than the Liens created
by the Collateral Documents, on or with respect to any partnership interest in
the Borrower or any other rights or interests in profits, dividends or other
distributions on or of the equity of any of the foregoing shall be created,
incurred or assumed and, in the case of any such involuntary Lien, shall remain
in effect for a period of 30 days or more; or any partnership interest of any
partner in the Borrower or any Subordinated Loan to the Borrower made by any
partner in the Borrower shall not, at any time which is seven days after the
date that such partner obtains ownership of such partnership interest or makes
such Subordinated Loan, be subject to a valid and perfected first-priority
security interest under the Pledge Agreement (unless the Liens created by the
Pledge Agreement shall have been released in accordance with the terms thereof),
or the Borrower, any partner of the Borrower or any Person with an ownership
interest therein shall so assert in writing;

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Banks, by notice to the Borrower terminate the Remaining Term
Loan Commitments (if still in existence) and the Working Capital Commitments,
and they shall thereupon terminate, and (ii) if requested by the Required Banks,
by notice to the Borrower declare the Loans (together with accrued interest
thereon and all other amounts payable hereunder) to be, and the Loans (together
with accrued interest thereon and all other amounts payable hereunder) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause (f) or (g) above, without any notice to the Borrower or any other act by
the Agents or the Banks, the Remaining Term Loan Commitments (if still in
existence) and the Working Capital Commitments shall thereupon terminate and the
Loans (together with accrued interest thereon and all other amounts payable
hereunder) shall

                                       63


become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.

     SECTION 6.02. Required Bank Consents to Transfer of Interests. So long as
no Default has occurred and is continuing, the Banks will not unreasonably
withhold consent to any transfer of any direct or indirect interest that would
otherwise result in an Event of Default under Section 6.01(o). In making a
determination to consent, or withhold consent, to any such transfer, it shall be
reasonable for the Banks to consider the financial condition of the proposed
transferee, the professional expertise and creative talent of the proposed
transferee to participate in the ownership and operation of the Theme Parks and
whether or not such proposed transfer could have a Material Adverse Effect.

     SECTION 6.03. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.01(e) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

                                    ARTICLE 7
                                     AGENTS

     SECTION 7.01. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to such Agent by
the terms thereof, together with all such powers as are reasonably incidental
thereto.

     SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust Company of New
York shall have the same rights and powers under the Loan Documents as any other
Bank and may exercise or refrain from exercising the same as though it were not
an Agent, and Morgan Guaranty Trust Company of New York and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with any Company or any Subsidiary or Affiliate of any Company as if it
were not an Agent.

     SECTION 7.03. Action by Agents. The obligations of the Agents under the
Loan Documents are only those expressly set forth therein. Without limiting the
generality of the foregoing, neither Agent shall be required to take any action
with respect to any Default, except as expressly provided in Article 6 and in
the Pledge Agreement.

     SECTION 7.04. Consultation with Experts. Either Agent may consult with
legal counsel (who may be counsel for a Company), independent public

                                       64


accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

     SECTION 7.05. Liability of Agent. Neither Agent nor any of their affiliates
nor any of the respective directors, officers, agents or employees of the
foregoing shall be liable for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Banks or (ii) in
the absence of its own gross negligence or willful misconduct. Neither Agent nor
any of their affiliates nor any of the respective directors, officers, agents or
employees of the foregoing shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of any Company;
(iii) the satisfaction of any condition specified in Article 3, except receipt
of items required to be delivered to the Administrative Agent; or (iv) the
validity, effectiveness or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith. Neither Agent shall
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

     SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance with
its Total Exposure, indemnify each Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower or any Obligor) against any cost, expense (including counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from such indemnitees' gross negligence or willful misconduct) that such
indemnitees may suffer or incur in connection with the Transaction Documents or
any action taken or omitted by such indemnitees thereunder.

     SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon either Agent, the Lead Arranger or any
other Arranger or any other Bank, and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Bank also acknowledges that it will, independently and
without reliance upon either Agent, the Lead Arranger or any other Arranger or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

     SECTION 7.08. Successor Agent. Either Agent may resign at any time by
giving notice thereof to the Banks and the Borrower. Upon any such resignation,
the Borrower shall have the right to appoint a Bank as successor Agent. If (x)
no

                                       65


successor Agent shall have been so appointed by the Borrower, and shall have
accepted such appointment or (y) the Required Banks shall have objected to such
appointment by notice to the Borrower and such retiring Agent, in either case
within 30 days after the retiring Agent gives notice of resignation, then the
retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be a commercial bank organized or licensed under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $1,000,000,000. Upon the acceptance of its appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

     SECTION 7.09. Agent's Fee. The Borrower shall pay to each Agent for its own
account fees in the amounts and at the times previously agreed upon between the
Borrower and such Agent.

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

     SECTION 8.01. Basis for Determining Interest Rate Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period for any
Euro-Dollar Loan:

               (A) the Administrative Agent is advised by the Reference Banks
         that deposits in dollars (in the applicable amounts) are not being
         offered to the Reference Banks in the London interbank market for such
         Interest Period, or

               (B) Banks having 50% or more of the aggregate amount of the
         Commitments advise the Administrative Agent that the London Interbank
         Offered Rate as determined by the Administrative Agent will not
         adequately and fairly reflect the cost to such Banks of funding their
         Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans, or to convert outstanding

                                       66


Loans into Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-
Dollar Loan shall be converted into a Base Rate Loan on the last day of the then
current Interest Period applicable thereto. Unless the Borrower notifies the
Administrative Agent at least two Domestic Business Days before the date of any
Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, such Borrowing shall instead be made
as a Base Rate Borrowing.

     SECTION 8.02. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and
such Bank shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans or to convert outstanding Base
Rate Loans into Euro-Dollar Loans shall be suspended. Before giving any notice
to the Administrative Agent pursuant to this Section, such Bank shall designate
a different Euro-Dollar Lending Office if such designation will avoid the need
for giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of
such Bank then outstanding shall be converted to a Base Rate Loan either (a) on
the last day of the then current Interest Period applicable to such Euro-Dollar
Loan if such Bank may lawfully continue to maintain and fund such Loan to such
day or (b) immediately if such Bank shall determine that it may not lawfully
continue to maintain and fund such Loan to such day.

     SECTION 8.03. Increased Cost and Reduced Return. (a) If the adoption on or
after the date hereof of any applicable law, rule or regulation, or any change
on or after the date hereof in any applicable law, rule or regulation, or any
change on or after the date hereof in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Applicable Lending Office) with any request or directive made on or after
the date hereof (whether or not having the force of law) of any such authority,
central bank or comparable agency shall impose, modify or deem applicable any
reserve (including, without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System, but excluding any such
requirement

                                       67


included in an applicable Euro-Dollar Reserve Percentage), special deposit,
insurance assessment or similar requirement against assets of, deposits with or
for the account of, or credit extended by, any Bank (or its Applicable Lending
Office) or shall impose on any Bank (or its Applicable Lending Office) or the
London interbank market any other condition affecting its Euro-Dollar Loans, its
Notes or its obligation to make Euro-Dollar Loans and the result of any of the
foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount
of any sum received or receivable by such Bank (or its Applicable Lending
Office) under this Agreement or under its Note with respect thereto, by an
amount deemed by such Bank to be material, then, within 15 days after demand by
such Bank (with a copy to the Administrative Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction.

     (b) If any Bank shall have determined that the adoption after the date
hereof of any applicable law, rule or regulation regarding capital adequacy, or
any change on or after the date hereof in any such law, rule or regulation, or
any change on or after the date hereof in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or any request or directive
regarding capital adequacy made on or after the date hereof (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed
by such Bank to be material, then from time to time, within 15 days after demand
by such Bank (with a copy to the Administrative Agent), the Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank (or
its Parent) for such reduction.

     (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods. Notwithstanding the foregoing subsections (a)
and (b) of this Section 8.03, the Borrower shall only be obligated to

                                       68


compensate any Bank for any amount arising or accruing during (i) any time or
period commencing not more than 90 days prior to the date on which such Bank
notifies the Administrative Agent and the Borrower that it proposes to demand
such compensation and identifies to the Administrative Agent and the Borrower
the statute, regulation or other basis upon which the claimed compensation is or
will be based and (ii) any time or period during which, because of the
retroactive application of such statute, regulation or other such basis, such
Bank did not know that such amount would arise or accrue.

     SECTION 8.04. Taxes. (a) For the purposes of this Section 8.04, the
following terms have the following meanings:

     "TAXES" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings with respect to any payment by the Borrower
pursuant to this Agreement or under any Note, and all liabilities with respect
thereto, excluding (i) in the case of each Bank and the Administrative Agent,
taxes imposed on its net income, and franchise or similar taxes imposed on it,
by a jurisdiction under the laws of which such Bank or the Administrative Agent
(as the case may be) is organized or in which its principal executive office is
located or, in the case of each Bank, in which its Applicable Lending Office is
located or by any state, possession, or territory of the United States solely as
a result of the Bank's or the Administrative Agent's (as the case may be) doing
business in such state, possession or territory other than as a result of this
Agreement and (ii) in the case of each Bank, any United States withholding tax
imposed on such payments but only to the extent that such Bank is subject to
United States withholding tax at the time such Bank first becomes a party to
this Agreement.

     "OTHER TAXES" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note.

     (b) Any and all payments by the Borrower to or for the account of any Bank
or the Administrative Agent hereunder or under any Note shall be made without
deduction for any Taxes or Other Taxes; provided that, if the Borrower shall be
required by law to deduct any Taxes or Other Taxes from any such payments, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) such Bank or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall

                                       69


furnish to the Administrative Agent, at its address referred to in Section 9.01,
the original or a certified copy of a receipt evidencing payment thereof.

     (c) The Borrower agrees to indemnify each Bank and the Administrative Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by such Bank or the Administrative Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be paid within 30
days after such Bank or the Administrative Agent (as the case may be) makes
demand therefor. If a Bank or the Administrative Agent (as the case may be)
shall become aware that it is entitled to claim a refund (or refund in the form
of a credit) (each a "REFUND") from a taxing authority (as a result of any error
in the amount of Taxes or Other Taxes paid to such taxing authority) of such
Taxes or Other Taxes for which it has been indemnified by the Borrower, or with
respect to which the Borrower has paid additional amounts, pursuant to this
Section 8.04, it shall promptly notify the Borrower of the availability of such
Refund and shall, within 30 days after receipt of a written request by the
Borrower, make a claim to such taxing authority for such Refund at the
Borrower's expense if, in the judgment of such Bank or the Administrative Agent
(as the case may be), the making of such claim will not be otherwise
disadvantageous to it; provided that nothing in this subsection (c) shall be
construed to require any Bank or the Administrative Agent to institute any
administrative proceeding (other than the filing of a claim for any such Refund)
or judicial proceeding to obtain any such Refund. If a Bank or the
Administrative Agent (as the case may be) receives a Refund from a taxing
authority (as a result of any error in the amount of Taxes or Other Taxes paid
to such taxing authority) of any such Taxes or Other Taxes for which it has been
indemnified by the Borrower, or with respect to which the Borrower has paid
additional amounts, pursuant to this Section 8.04, it shall promptly pay to the
Borrower the amount so received (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 8.04 with
respect to the Taxes or Other Taxes giving rise to such Refund), net of all
reasonable out-of-pocket expenses (including the net amount of taxes, if any,
imposed on such Bank or the Administrative Agent with respect to such Refund) of
such Bank or Administrative Agent, and without interest (other than interest
paid by the relevant taxing authority with respect to such Refund); provided,
however, that the Borrower upon the request of such Bank or the Administrative
Agent, agrees to repay the amount paid over to the Borrower (plus penalties,
interest or other charges) to such Bank or the Administrative Agent in the event
such Bank or the Administrative Agent is required to repay such Refund to such
taxing authority. Nothing contained in this Section 8.04 shall require any Bank
or the Administrative Agent to make available any of its tax returns (or any
other information that it deems to be confidential or proprietary).

                                       70


     (d) Each Bank organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Bank listed on the signature pages hereof and on or prior to
the date on which it becomes a Bank in the case of each other Bank, and from
time to time thereafter if requested in writing by the Borrower (but only so
long as such Bank remains lawfully able to do so), shall provide the Borrower
with Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which exempts the Bank from United States withholding tax or
reduces the rate of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

     (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which such form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(b) or (c) with
respect to Taxes imposed by the United States; provided that if a Bank, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps, at the expense of such Bank, as such Bank
shall reasonably request to assist such Bank to recover such Taxes.

     (f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section, then such Bank will change the
jurisdiction of its Applicable Lending Office if, in the judgment of such Bank,
such change (i) will eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.

     SECTION 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans to the
Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03 or 8.04 with respect to its Euro-
Dollar Loans and the Borrower shall, by at least five Euro-Dollar Business Days'
prior notice to such Bank through the Administrative Agent, have elected that
the provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist:

     (a) all Loans which would otherwise be made by such Bank as (or continued
as or converted into) Euro-Dollar Loans shall instead be Base Rate

                                       71


Loans (on which interest and principal shall be payable contemporaneously with
the related Euro-Dollar Loans of the other Banks); and

     (b) after each of its Euro-Dollar Loans has been repaid (or converted into
a Base Rate Loan), all payments of principal which would otherwise be applied to
repay such Euro-Dollar Loans shall be applied to repay its Base Rate Loans
instead.

If such Bank notifies the Borrower that the circumstances giving rise to
such notice no longer apply, the principal amount of each such Base Rate Loan
shall be converted into a Euro-Dollar Loan on the first day of the next
succeeding Interest Period applicable to the related Euro-Dollar Loans of the
other Banks.

     SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 hereof, (ii)
any Bank has demanded compensation under Section 8.03 or 8.04 hereof, (iii) any
Bank has demanded compensation under Section 2.05(f) hereof in an amount
determined in good faith by the Borrower to be materially in excess of the
amount demanded by other Banks, provided that in no event shall the aggregate
Total Exposures of Banks replaced pursuant to this clause (iii) exceed 30% of
the aggregate Total Exposure of all Banks or (iv) any Bank has defaulted in its
obligation to lend hereunder, the Borrower shall have the right, if no Event of
Default then exists, to replace such Bank (the "REPLACED BANK") hereunder with
one or more other banks (collectively, the "REPLACEMENT BANK") acceptable to the
Administrative Agent; provided that (i) at the time of any replacement pursuant
to this Section 8.06, the Replaced Bank and the Replacement Bank shall enter
into one or more Assignment and Assumption Agreements, substantially in the form
of Exhibit E hereto, pursuant to which the Replacement Bank shall acquire the
Commitments and outstanding Loans of the Replaced Bank and, in connection
therewith, shall pay (to the extent not paid by the Borrower) to the Replaced
Bank in respect thereof an amount equal to the sum of (A) an amount equal to the
principal of, and all accrued interest on, all outstanding Loans of the Replaced
Bank, (B) an amount equal to all accrued, but theretofore unpaid, fees hereunder
owing to the Replaced Bank and (C) an amount equal to the amount which would be
payable by the Borrower to the Replaced Bank pursuant to Section 2.11 if the
Borrower prepaid at the time of such replacement all of the Loans of such
Replaced Bank outstanding at such time and (ii) all obligations of the Borrower
owing to the Replaced Bank (other than those specifically described in clause
(i) above in respect of which the assignment purchase price has been, or is
concurrently being, paid) shall be paid in full to such Replaced Bank
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Bank,
delivery to the Replacement Bank of the appropriate Note or Notes executed by
the

                                       72


Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced
Bank shall cease to constitute a Bank hereunder. The provisions of this
Agreement (including without limitation Sections 2.11, 8.03, 8.04 and 9.03)
shall continue to govern the rights and obligations of a Replaced Bank with
respect to any Loans made or any other actions taken by such Bank while it was a
Bank. Nothing in this Section 8.06 shall affect the rights of the Borrower
against any Bank which defaults in its obligations hereunder.

                                    ARTICLE 9
                                  MISCELLANEOUS

     SECTION 9.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (a) in the
case of the Borrower or either Agent, at its address, facsimile number or telex
number set forth on the signature pages hereof, (b) in the case of any Bank, at
its address, facsimile number or telex number set forth in its Administrative
Questionnaire or (c) in the case of any party, such other address, facsimile
number or telex number as such party may hereafter specify for the purpose by
notice to the Administrative Agent and the Borrower. Each such notice, request
or other communication shall be effective (i) if given by telex, when such telex
is transmitted to the telex number specified in this Section and the appropriate
answerback is received, (ii) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (iii) if given by mail, the fourth Domestic Business Day
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (iv) if given by any other means, when
delivered at the address specified in this Section; provided that notices to the
Administrative Agent under Article 2 or Article 8 shall not be effective until
received.

     SECTION 9.02. No Waivers. No failure or delay by either Agent or any Bank
in exercising any right, power or privilege under any Loan Document shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in the Loan
Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.

     SECTION 9.03. Expenses; Indemnification. (a) The Borrower agrees to pay (i)
all reasonable out-of-pocket expenses of the Agents, the Lead Arranger and the
Arrangers, including, in the case of fees and disbursements of legal counsel,
the reasonable fees and disbursements only of special New York counsel for the
Agents, in connection with the preparation and administration of the Loan

                                       73


Documents, any waiver or consent thereunder or any amendment thereof or any
Default or alleged Default hereunder and (ii) if an Event of Default has
occurred and is continuing, all reasonable out-of-pocket expenses incurred by
each Agent and Bank, including (without duplication) the reasonable fees and
disbursements of outside counsel and the allocated cost of inside counsel, in
connection with such Event of Default and collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom, provided that it is
understood that the Borrower shall not, in respect of the legal expenses of the
Banks in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one law firm (in
addition to any local counsel) for all Banks designated by the Administrative
Agent and that all such fees and expenses shall be reimbursed as they are
incurred.

     (b) The Borrower agrees to indemnify each Agent and Bank, their respective
affiliates and the respective directors, officers, agents and employees of the
foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) brought or threatened relating
to or arising out of this Agreement or any actual or proposed use of proceeds of
Loans hereunder; provided that no Indemnitee shall have the right to be
indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct.

     SECTION 9.04. Sharing of Set-offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Note held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due with
respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Notes held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness hereunder. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Note, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim with respect to such participation as
fully as if such holder of a participation were a direct creditor of such
Borrower in the amount of such participation.

                                       74


     SECTION 9.05. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by each of the Borrower and the Required Banks (and, if
the rights or duties of either Agent are affected thereby, by such Agent);
provided that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease any Commitment of any Bank (except for a ratable
decrease in the Commitments of any Class of all Banks) or subject any Bank to
any additional obligation, (ii) reduce the principal of or rate of interest on
any Loan, or any fees hereunder, (iii) postpone the date fixed for any payment
or prepayment of principal of or interest on any Loan, or any fees hereunder or
for any scheduled reduction or termination of any Commitment, (iv) release all
or substantially all of the Collateral or (v) change the percentage of the Total
Exposures, or the number of Banks, which shall be required for the Banks or any
of them to take any action under this Section or any other provision of this
Agreement.

     SECTION 9.06. Successors and Assigns. (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, except that (i) the Borrower may not assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of all Banks and (ii) no Bank may assign or otherwise transfer
any of its rights under this Agreement except in accordance with the further
provisions of this Section 9.06.

     (b) Subject to the further provisions of this Section 9.06, any Bank may at
any time grant to one or more banks or other financial institutions (each a
"PARTICIPANT") participating interests in its Commitments and its Loans. In the
event of any such grant by a Bank of a participating interest to a Participant,
such Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrower and the Agents shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement pursuant to which any Bank may grant such a
participating interest shall (x) prohibit the granting of sub-participations by
the Participant and (y) provide that such Bank shall retain the sole right and
responsibility to enforce the obligations of the Borrower hereunder or to
exercise any rights as a Bank hereunder including, without limitation, the right
to approve any amendment, modification or waiver of any provision of the Loan
Documents; provided that such participation agreement may, with the prior
written consent of the Borrower (which shall not be unreasonably withheld),
provide that such Bank will not agree to any modification, amendment or waiver
of this Agreement described in clause (i), (ii), (iii) or (iv) of Section 9.05
without the consent of the Participant. Each Bank shall promptly notify the
Borrower and the Administrative Agent of each grant of a participating interest
by it and of the identity of the Participant. Subject to subsection (f) below,
the Borrower agrees that each

                                       75


Participant shall, to the extent provided in its participation agreement, be
entitled to receive payments under Article 8 with respect to its participating
interest.

     (c) Subject to the further provisions of this Section 9.06, any Bank may at
any time assign to one or more banks or other financial institutions (each an
"ASSIGNEE") all, or a proportionate part of all, of its rights and obligations
under this Agreement and the Notes, and such Assignee shall assume such rights
and obligations, pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit E hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower
and the Administrative Agent, which consents shall not be unreasonably withheld.
Upon execution and delivery of such instrument and payment by such Assignee to
such transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, such Assignee shall be a Bank party to
this Agreement and shall have all the rights and obligations of a Bank with
Commitments as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding extent,
and no further consent or action by any party shall be required. Upon the
consummation of any assignment pursuant to this subsection (c), the transferor
Bank, the Administrative Agent and the Borrower shall make appropriate
arrangements so that, if required, new Notes are issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the
Administrative Agent an administrative fee for processing such assignment in the
amount of $2,500. If the Assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall deliver to the Borrower
and the Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with Section
8.04(d).

     (d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Notes to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.

     (e) Without the prior consent of the Borrower and the Administrative Agent,
no grant of a participation pursuant to subsection (b) above or assignment under
subsection (c) above shall be permitted unless (i) such participation or
assignment transfers ratably equivalent interests in each of the transferor
Bank's Commitments and Loans and (ii) after giving effect to any such assignment
each Bank has an interest in a minimum amount equivalent to a Total Exposure of
$25,000,000 or after giving effect to any such participation each Participant
has an interest in a minimum amount equivalent to a Total Exposure of
$10,000,000.

     (f) No Assignee, Participant or other transferee of any Bank's rights
(including any successor Applicable Lending Office) shall be entitled to receive
any greater payment under Section 8.03 or 8.04 than such Bank would have been

                                       76


entitled to receive with respect to the rights transferred, unless such transfer
is made with the Borrower's prior written consent or by reason of the provisions
of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different
Applicable Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

     SECTION 9.07. Collateral. Each of the Banks represents to the Agents and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

     SECTION 9.08. Governing Law; Submission to Jurisdiction. This Agreement and
each Note shall be governed by and construed in accordance with the laws of the
State of New York. The Borrower hereby submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of
any New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Borrower irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

     SECTION 9.09. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     SECTION 9.11. Confidentiality. Each Agent and Bank agrees to keep any
information delivered or made available by the Borrower or any Affiliate of the
Borrower pursuant to this Agreement or any other Loan Document confidential from
anyone other than persons employed or retained by it or its Affiliates who are
engaged in evaluating, approving, structuring or administering the credit
facility contemplated hereby; provided that nothing herein shall prevent any
Agent or Bank from disclosing such information (a) to any other Bank or Agent,
(b) upon the order of any court or administrative agency, (c) upon the request
or demand of any regulatory agency or authority, (d) which had been publicly
disclosed other than as a result of a disclosure by any Agent or Bank prohibited
by

                                       77


this Agreement, (e) in connection with any litigation to which any Agent or Bank
or any of their subsidiaries or Parents may be a party, (f) to the extent
necessary in connection with the exercise of any remedy hereunder, (g) to such
Bank's or Agent's legal counsel and independent auditors and (h) subject to its
prior agreement to be bound by confidentiality provisions no less restrictive
than those contained in this Section, to any actual or proposed Participant or
Assignee permitted hereunder. In the event that any Agent or Bank is required to
disclose any such information pursuant to a judicial or administrative subpoena
or other court process, then such Agent or Bank shall promptly advise the
Borrower of such subpoena or other process and shall cooperate with any effort
by the Borrower to seek a protective order limiting further disclosure, in each
case to the extent it may do so without violating a law or court order
applicable to it.

     SECTION 9.12. Non-recourse to Partners. Except (i) pursuant to the express
terms of the other Loan Documents and (ii) to the extent of any Restricted
Payments made to any partner in violation of Section 5.18, no recourse shall be
had for the payment of the principal of or interest on any Loan, or for any
claim based thereon, or otherwise in respect thereof, or with respect to any
other obligation of the Borrower hereunder or under any other Loan Document,
against any past, present or future partner of the Borrower or any partner
thereof, whether by virtue of any statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being expressly
waived and released by the Agents and each Bank.




                                       78


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

                                    UNIVERSAL CITY FLORIDA PARTNERS, a
                                    Florida general partnership

                                    By:   UNIVERSAL CITY FLORIDA HOLDING
                                          CO. I, a Florida general partnership,
                                          a general partner

                                          By:    RANK ORLANDO, INC., a Delaware
                                                 corporation, a general partner

                                                 By: /s/ John Watson
                                                     ---------------------------
                                                     Title: President

                                          By:    UNIVERSAL CITY PROPERTY
                                                 MANAGEMENT COMPANY, a
                                                 Delaware corporation, a general
                                                  partner

                                                 By: /s/ John Preston
                                                     ---------------------------
                                                     Title: Authorized Signatory



                                    By:   RANK ORLANDO, INC., a Delaware
                                          corporation, a general partner

                                          By: /s/ John Watson
                                              ----------------------------------
                                              Title: President



                                    By:   UNIVERSAL CITY PROPERTY
                                          MANAGEMENT COMPANY, a Delaware
                                          corporation, a general partner

                                          By: /s/ John Preston
                                              ----------------------------------
                                              Title: Authorized Signatory






                                          NOTICE ADDRESS:
                                          1000 Universal Studios Plaza
                                          Orlando, FL  32819
                                          Facsimile: (407) 363-8190
                                          Attention:  Chief Financial Officer

                                                 and

                                          Universal Studios, Inc.
                                          100 Universal City Plaza
                                          Attention:  Treasurer
                                          Facsimile:  (818) 733-1551

                                                 and

                                          Rank Leisure Holdings PLC
                                          6 Connaught Place
                                          London U.K. W2 2EZ
                                          Attention:  The Company Secretary
                                          Facsimile:  011-44-171-262-9886

                                                 and

                                          Rank America Inc.
                                          5 Concourse Parkway
                                          Atlanta, Georgia  30328
                                          Attention:  Executive Vice President
                                          Facsimile:  (770) 392-0585


                                          BORROWER ACCOUNT DESIGNATION:
                                          Name of Bank:  First Union National
                                          Bank of North Carolina
                                          ABA No.:  053-000-219
                                          Account No.:  2000000 756 886
                                          Account Name:  Universal City
                                          Development Partners Loan Account





                                UNIVERSAL CITY DEVELOPMENT
                                PARTNERS, a Florida general partnership

                                By:   UNIVERSAL CITY FLORIDA HOLDING
                                      CO. II, a Florida general partnership,
                                      a general partner

                                      By:    RANK ORLANDO II, INC., a Delaware
                                             corporation, a general partner

                                             By: /s/ John Watson
                                                 -------------------------------
                                                 Title: President



                                      By:    UNIVERSAL CITY PROPERTY
                                             MANAGEMENT COMPANY II,  a
                                             Delaware corporation, a general
                                             partner

                                             By: /s/ John Preston
                                                 -------------------------------
                                                 Title: Authorized Signatory



                                      NOTICE ADDRESS:

                                      1000 Universal Studios Plaza
                                      Orlando, FL 32819
                                      Facsimile: (407) 363-8190
                                      Attention: Chief Financial Officer

                                      Universal Studios, Inc.
                                      100 Universal City Plaza
                                      Universal City, California 91608
                                      Attention: Treasurer
                                      Facsimile: (818) 733-1551

                                      and

                                      Rank Leisure Holdings PLC
                                      6 Connaught Place
                                      London U.K. W2 2EZ



                                      Attention: The Company Secretary
                                      Facsimile: 011-44-171-262-9886

                                      and

                                      Rank America Inc.
                                      5 Concourse Parkway
                                      Atlanta, Georgia 30328
                                      Attention: Executive Vice President
                                      Facsimile: (770) 392-0585




                                    MORGAN GUARANTY TRUST COMPANY OF
                                      NEW YORK

                                        By: /s/ Robert Bottamedi
                                            ------------------------------------
                                            Title: Vice President



                                    BANK OF AMERICA, N.A.

                                        By: /s/ Thomas J. Kane
                                            ------------------------------------
                                            Title: Vice President



                                    THE BANK OF NOVA SCOTIA

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



                                    FIRST UNION NATIONAL BANK

                                        By: /s/ Deborah A. Buchanan
                                            ------------------------------------
                                            Title: Vice President



                                    BANK OF MONTREAL

                                        By: /s/ Brian L. Banke
                                            ------------------------------------
                                            Title: Director



                                    HSBC BANK PLC

                                        By: /s/ Chris Hurd
                                            ------------------------------------
                                            Title: Team Head - Consumer, Leisure
                                                   & Services Team



                                    ROYAL BANK OF CANADA

                                        By: /s/ Wayne P. Gray
                                            ------------------------------------
                                            Title: Manager



                                    THE CHASE MANHATTAN BANK

                                        By: /s/ Robert T. Sacks
                                            ------------------------------------
                                            Title: Managing Director



                                    NATIONAL WESTMINSTER BANK PLC

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



                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED

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



                                    CREDIT SUISSE FIRST BOSTON

                                        By: /s/ Joel Glodowski
                                            ------------------------------------
                                            Title: Managing Director


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



                                    GENERAL ELECTRIC CAPITAL CORPORATION

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



                                    THE FUJI BANK, LIMITED

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



                                    THE ROYAL BANK OF SCOTLAND PLC

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



                                    THE SANWA BANK LIMITED

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



                                    THE TORONTO-DOMINION BANK

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




                                    WESTDEUTSCHE LANDESBANK
                                      GIROZENTRALE, NEW YORK BRANCH

                                        By: /s/ Lucie L. Guernsey
                                            ------------------------------------
                                            Title: Director


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



                                    CITIBANK, N.A.

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



                                    DRESDNER BANK AG, NEW YORK AND
                                      GRAND CAYMAN BRANCHES

                                        By: /s/ William E. Lambert
                                            ------------------------------------
                                            Title: Vice President


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



                                    THE SUMITOMO BANK, LIMITED

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



                                    ABN AMRO BANK, N.V. NEW YORK BRANCH

                                        By: /s/ Frances O'R. Logan
                                            ------------------------------------
                                            Title: Senior Vice President


                                        By: /s/ David Carrigton
                                            ------------------------------------
                                            Title: Vice President



                                    BANQUE NATIONALE DE PARIS

                                        By: /s/ T. L. Foerster
                                            ------------------------------------
                                            Title: Vice President


                                        By: /s/ Barry Liu
                                            ------------------------------------
                                            Title: Assistant Vice President



                                    CIBC INC.

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



                                    KBC BANK N.V.

                                        By: /s/ Robert Snauffer
                                            ------------------------------------
                                            Title: First Vice President


                                        By: /s/ Raymond F. Murray
                                            ------------------------------------
                                            Title:  First Vice President



                                    LANDESBANK BADEN-WURTTEMBERG

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


                                    THE MITSUBISHI TRUST AND BANKING
                                      CORPORATION

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


                                    THE SAKURA BANK, LIMITED

                                        By: /s/ Yoshikazu Nagura
                                            ------------------------------------
                                            Title: Senior Vice President


                                    THE TOYO TRUST AND BANKING CO., LTD.

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




                                    MORGAN GUARANTY TRUST COMPANY OF
                                      NEW YORK, as Administrative Agent and as
                                      Collateral Agent

                                        By: /s/ Robert Bottamedi
                                            ------------------------------------
                                            Title: Vice President
                                            Address: 60 Wall Street
                                                     New York, New York 10260
                                            Telex:
                                            Facsimile:



                                                                      SCHEDULE A

                                 TOTAL EXPOSURES



                                             Remaining Term
                                                  Loan               Outstanding       Working Capital          Total
          Name of Bank                        Commitments*           Term Loans*         Commitments           Exposure

Morgan Guaranty Trust Company of New York*    $  960,000.00        $ 84,540,000.00      $4,500,000.00       $ 90,000,000.00

Bank of America, N.A.                         $1,680,000.00        $147,945,000.00      $7,875,000.00       $157,500,000.00

The Bank of Nova Scotia                       $  960,000.00        $ 84,540,000.00      $4,500,000.00       $ 90,000,000.00

First Union National Bank                     $  800,000.08        $ 70,449,999.92      $3,750,000.00       $ 75,000,000.00

Bank of Montreal                              $  720,000.00        $ 63,405,000.00      $3,375,000.00       $ 67,500,000.00

HSBC Bank plc                                 $  720,000.00        $ 63,405,000.00      $3,375,000.00       $ 67,500,000.00

Royal Bank of Canada                          $  720,000.00        $ 63,405,000.00      $3,375,000.00       $ 67,500,000.00

The Chase Manhattan Bank                      $  720,000.00        $ 63,405,000.00      $3,375,000.00       $ 67,500,000.00

National Westminster Bank Plc                 $  693,333.33        $ 61,056,666.67      $3,250,000.00       $ 65,000,000.00

The Industrial Bank of Japan, Limited         $  640,000.00        $ 56,360,000.00      $3,000,000.00       $ 60,000,000.00

Credit Suisse First Boston                    $  533,333.41        $ 46,966,666.59      $2,500,000.00       $ 50,000,000.00

General Electric Capital Corporation          $  533,333.41        $ 46,966,666.59      $2,500,000.00       $ 50,000,000.00

The Fuji Bank, Limited                        $  533,333.41        $ 46,966,666.59      $2,500,000.00       $ 50,000,000.00

The Royal Bank of Scotland plc                $  533,333.41        $ 46,966,666.59      $2,500,000.00       $ 50,000,000.00

The Sanwa Bank Limited                        $  533,333.41        $ 46,966,666.59      $2,500,000.00       $ 50,000,000.00

The Toronto Dominion Bank                     $  533,333.41        $ 46,966,666.59      $2,500,000.00       $ 50,000,000.00


- --------

     *In the event of any borrowing or prepayment of Term Loans on or after the
date of this Amended Agreement and prior to the Effective Date, the amounts in
these columns will be appropriately adjusted by the Administrative Agent to
reflect the same.







                                           Remaining Term
                                                Loan             Outstanding          Working Capital             Total
          Name of Bank                      Commitments*         Term Loans*            Commitments             Exposure

Westdeutsche Landesbank
Girozentrale, New York
Branch*                                  $     533,333.41     $     46,966,666.59    $    2,500,000.00    $     50,000,000.00

Citibank, N.A.                           $     453,333.41     $     39,921,666.59    $    2,125,000.00    $     42,500,000.00

Dresdner Bank AG, New York
and Grand Cayman Branches                $     453,333.41     $     39,921,666.59    $    2,125,000.00    $     42,500,000.00

The Sumitomo Bank, Limited               $     453,333.41     $     39,921,666.59    $    2,125,000.00    $     42,500,000.00

ABN AMRO Bank, N.V. New
York Branch                              $     426,666.62     $     37,573,333.38    $    2,000,000.00    $     40,000,000.00

Banque Nationale de Paris                $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

CIBC Inc.                                $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

KBC Bank N.V.                            $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

Landesbank Baden-
Wurttemberg                              $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

The Mitsubishi Trust and
Banking Corporation                      $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

The Sakura Bank, Limited                 $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

The Toyo Trust and Banking
Co., Ltd.                                $     266,666.62     $     23,483,333.38    $    1,250,000.00    $     25,000,000.00

               Totals                    $  16,000,000.00     $  1,409,000,000.00    $   75,000,000.00    $  1,500,000,000.00
               ------


- --------
     *In the event of any borrowing or prepayment of Term Loans on or after the
date of this Amended Agreement and prior to the Effective Date, the amounts in
these columns will be appropriately adjusted by the Administrative Agent to
reflect the same.

                                       2



                                                                      SCHEDULE B

                                PRICING SCHEDULE

     "BASE RATE MARGIN" means for any date the rate set forth in the applicable
table below in the row opposite such term and in the column corresponding to the
Pricing Level that applies at such date.

     "EURO-DOLLAR MARGIN" means for any date the rate set forth in the
applicable table below in the row opposite such term and in the column
corresponding to the Pricing Level that applies at such date.



- -----------------------------------------------------------------------------------------------------------------------------
                       Level I          Level II          Level III         Level IV          Level V       Level VI

Base Rate                0%                0%               0.25%             0.50%            0.50%          0.50%
Margin
- -----------------------------------------------------------------------------------------------------------------------------
Euro-                   0.50%             0.75%            0.875%             1.00%            1.25%          1.50%
Dollar
Margin
- -----------------------------------------------------------------------------------------------------------------------------


     For purposes of this Schedule, the following terms have the following
meanings:

     "LEVEL I PRICING" applies at any date if, at such date, the Pricing Ratio
is less than 1.75 to 1.00.

     "LEVEL II PRICING" applies at any date if, at such date, the Pricing Ratio
is greater than or equal to 1.75 to 1.00 but less than 2.75 to 1.00.

     "LEVEL III PRICING" applies at any date if, at such date, the Pricing Ratio
is greater than or equal to 2.75 to 1.00 but less than 3.50 to 1.00.

     "LEVEL IV PRICING" applies at any date if, at such date, the Pricing Ratio
is greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00.

     "LEVEL V PRICING" applies at any date if, at such date, the Pricing Ratio
is greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00.

     "LEVEL VI PRICING" applies at any date if, at such date, the Pricing Ratio
is greater than or equal to 4.50 to 1.00.



     "PRICING LEVEL" refers to the determination of which of Level I, Level II,
Level III, Level IV, Level V or Level VI applies at any date.

     "PRICING RATIO" means at any date (i) if the Borrower has delivered all
financial statements and certificates required to be delivered on or prior to
such date pursuant to Section 5.01(a)-(d) of this Agreement, the Funded Debt
Ratio as at the last day of the period covered by the most recent such financial
statements and (ii) in all other cases, a ratio greater than 4.50 to 1.00;
provided that, until the date the Borrower delivers (or fails to deliver by the
specified date) its financial statements pursuant to Section 5.01(a) or (b) of
this Agreement for the period ending on the fourth fiscal quarter-end following
the Completion Date, the Pricing Ratio shall be the Projected Pricing Ratio.
Upon the delivery of such financial statements, the Administrative Agent shall
determine the difference between the amount of interest accrued from the
Completion Date to the date of such delivery ("ACTUAL INTEREST") and the amount
which would have accrued during such period if the Pricing Ratio in effect
throughout such period had been the Funded Debt Ratio as at the date of such
financial statements ("ADJUSTED INTEREST"), and shall promptly notify the
Borrower and the Banks of such determination. If adjusted interest exceeds
actual interest, the Borrower shall, within five Domestic Business Days of
receipt of such notice from the Administrative Agent, pay to the Administrative
Agent as additional interest on the Loans the amount of the difference. If
actual interest exceeds adjusted interest, the amount of the difference shall be
applied as a credit against future payments of interest on the Loans in forward
chronological order, commencing with the first payment of interest due not less
than five Domestic Business Days following the Administrative Agent's giving of
such notice.

     "PROJECTED PRICING RATIO" means 4.36 to 1.00.

                                                2


                                                                      SCHEDULE C
                                PROJECT DOCUMENTS



1.   AGREEMENT OF LIMITED PARTNERSHIP (as amended from time to time, the
     "BORROWER PARTNERSHIP AGREEMENT") dated as of a date on or about January__,
     2000, by and between Universal City Florida Holding Co. II, a Florida
     general partnership, as general partner, and Universal City Florida Holding
     Co. I, a Florida general partnership, as limited partner.

2.   PARTNERSHIP AGREEMENT (as amended from time to time, the "HOLDINGS II
     PARTNERSHIP AGREEMENT") dated as of August 14, 1995, by and between Rank
     Orlando II, Inc., a Delaware corporation and Universal City Property
     Management Company II, a Delaware corporation.

3.   AGREEMENT BETWEEN PARTNERS (as amended from time to time, "AGREEMENT
     BETWEEN PARTNERS") dated as of August 14, 1995, by and between (a) the Rank
     Parties which includes Rank Leisure Holdings PLC formerly Rank Organisation
     (Leisure Holdings) Limited, Rank Orlando, Inc. and Rank Orlando II, Inc.
     and (b) the Universal Parties consisting of Universal Inc., Universal City
     Property Management Company and Universal City Property Management Company
     II.

4.   AGREEMENT (the "*** AGREEMENT") dated as of January 20, 1987 between
     *** and Universal City Florida Partners.*

5.   AGREEMENT (as amended from time to time, the "OCTOBER AGREEMENT") dated as
     of October 31, 1995 by and between Rank Orlando, Inc., a Delaware
     corporation, Rank Orlando II, Inc., a Delaware corporation, Universal City
     Property Management Company, a Delaware corporation, Universal City
     Property Management Company II, a Delaware corporation, Universal City
     Florida Holding Co. I, a Florida general partnership, Universal City
     Florida Holding Co. II, a Florida general partnership, Universal City
     Florida Ltd., a Florida limited partnership and Universal City Florida
     Partners, a Florida general partnership.

- --------
     *    Delivered to Agents' special counsel.



                                                                      SCHEDULE D



                               LICENSE AGREEMENTS


1.   Studio License Agreement dated as of October 31, 1995 by and among MCA
     INC., Universal City Studios, Inc. ("UCS"), Universal City Property
     Management Company and Universal City Florida Partners.

2.   Assignment and Assumption of Obligations dated August 3, 1988 from
     Universal City Property Management Company to Studio.

3.   Limited Assignment and Assumption of Obligations dated May 30, 1989 from
     MCA INC. and UCS to Studio.

4.   Second Limited Assignment and Assumption of Obligations dated October 6,
     1989 from MCA INC. and UCS to Studio.

5.   Third Limited Assignment and Assumption of Obligations dated May 1, 1990
     from UCS to Studio.

6.   Islands License Agreement dated as of October 31, 1995 by and among MCA
     INC., Universal City Studios, Inc., Universal City Property Management
     Company II and Universal City Development Partners.




                                                                      SCHEDULE E
                         FORM OF COMPLIANCE CERTIFICATE

     Pursuant to Subsection 5.01(c) of the Amended and Restated Credit Agreement
dated as of November 5, 1999 among Universal City Development Partners, LP (the
"BORROWER"), the Banks party thereto, and Morgan Guaranty Trust Company of New
York, as Administrative Agent and as Collateral Agent (as amended from time to
time, the "CREDIT AGREEMENT") the Borrower hereby delivers to each Bank,
together with the financial statements being delivered pursuant to Subsection
5.01(a) or 5.01(b), as the case may be, of the Credit Agreement, this compliance
certificate (the "CERTIFICATE") for the fiscal period ended on ___________.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth in the Credit Agreement. For the purposes hereof, section and
subsection references herein relate to sections and subsections, respectively,
of the Credit Agreement and all financial calculations are determined on an
Applicable basis.

     I am an Authorized Officer of the Borrower.

     I have reviewed the terms of the Credit Agreement and the Notes and have
made, or caused to be made under my supervision, a review in reasonable detail
of the transactions and condition of the Borrower during the accounting periods
covered by such financial statements.

     The examination described in the foregoing paragraph did not disclose, and
I have no knowledge of the existence of, any Default or Event of Default during
or at the end of the accounting periods covered by such financial statements or
as of the date of this Certificate. [, except as set forth below.

     Describe here or in a separate attachment any exceptions by listing, in
reasonable detail, the nature of the Default or Event of Default, the period
during which it existed and the action that the Borrower has taken or proposes
to take with respect thereto.]

     Attached hereto are calculations demonstrating in reasonable detail
compliance during and at the end of such accounting periods with the applicable
restrictions contained in Sections 5.16, 5.18, 5.19, 5.20 and 5.23 of the Credit
Agreement.




         IN WITNESS WHEREOF, the undersigned has executed and delivered
this Certificate as of the ______ day of _______________________, _____.

                                           /s/   [signature of officer]
                                           ------------------------------


                                           Name: ___________________________
                                                          [Title]










                                        2



                                                                      SCHEDULE F



                                    INSURANCE

                   [UNCHANGED FROM EXISTING CREDIT AGREEMENTS]






                                                                      SCHEDULE G



                             AFFILIATE TRANSACTIONS

     1. Transactions relating to the formation and operation of Universal City
Travel Partners, an affiliated travel company organized principally to benefit
the Borrower (e.g., the Borrower may lease or sublease property or assets or
advance expenses, subject to reimbursement), including Investments therein by
the Borrower in the form of equity and/or debt in an aggregate amount for all
such Investments by the Borrower not to exceed $10,000,000.

     2. The purchase of services (e.g., marketing services) by the Borrower from
Universal City Travel Company.

     3. License Agreements.

     4. Sales, leases or other transfers of land and other agreements in
connection with the development, construction and operation of hotels,
restaurants (e.g., Hard Rock Cafe) and other resort facilities.

     5. Reimbursement obligations to the partners and their Affiliates under the
Borrower Partnership Agreement

     6. License of intellectual property rights under Section [8] of the
Borrower Partnership Agreement.

     7. Guaranty by the Borrower of office lease for Universal City Travel
Company.





                                                                      SCHEDULE H

                                TAX INDEBTEDNESS

STEP ONE-SPECIAL ASSESSMENT BONDS

     The Special Assessment Bonds ("SERIES B BONDS") are expected to be issued
     in 1996 in an amount that will generate net proceeds of $50,000,000 to be
     used in connection with the construction of the I-4 Interchange, the cost
     of which is included in the total project budget. The Series B Bonds will
     probably be issued as 30-year bonds with a nominal maturity of 2026. But,
     they will be freely callable after five years, and are, in fact, expected
     to be called in the year 2001 (see Step Two). The Series B Bonds will be
     secured by a Special Assessment to be levied against the Theme Parks.
     However, the terms of the Special Assessment will require that the Borrower
     be "credited" with the amounts described below provided that certain
     benchmarks are met. The City of Orlando ("CITY") has proposed that the
     benchmarks be various progress milestones expected to be reached during the
     construction period. (If the benchmarks are not met, the Borrower may still
     be entitled to certain portions of the amounts described, although such
     details have yet to be formalized.)

     o   Debt Service in the first 2 years (1996-1997)-During the next 2 years,
         the entire Special Assessment is expected to be covered through the
         Borrower's partial prepayment of Transportation Impact Fees.

     o   Debt Service in the next 3 years (1998-2000)-During the next 3 years,
         the Special Assessment due is expected to be offset by the following
         two sources of funds: (i) the partial prepayment of additional
         TRANSPORTATION IMPACT FEES; and (ii) TAX INCREMENT REVENUES generated
         by the Project. The TRANSPORTATION IMPACT FEES and the TAX INCREMENT
         REVENUES represent amounts required to be paid by the Borrower
         regardless of the bond financing and are included in the Total
         Projected Project Costs (as defined in the Islands Credit Agreement).

         The Borrower will be obligated to pay the portion of the SPECIAL
         ASSESSMENT that remains outstanding after the application of the
         TRANSPORTATION IMPACT FEES AND THE TAX INCREMENT REVENUES.


STEP TWO-TAX INCREMENT FINANCING


     THE TAX INCREMENT REVENUES generated by the Theme Parks are expected to be
     more than sufficient to cover the debt service on the Series B Bonds within
     5 years of issuance. (It should be noted that the first Tax Increment
     Revenues received in excess of the amount needed to cover debt service on
     the Series B Bonds will be "recaptured" by the City and used to replace
     TRANSPORTATION IMPACT FEES that will have been used to pay the early debt
     service on the Series B Bonds, and any future Transportation Impact Fees
     will be payable to the City in accordance with the normal procedures for
     the payment of such fees.)

     Once the TAX INCREMENT REVENUES are sufficient to cover a negotiated
     percent of the debt service on the Series B Bonds, and the Borrower has
     reached certain construction benchmarks, the Series B Bonds will be
     "REFUNDED" through the issuance of a Tax Increment Financing (the "SERIES C
     BONDS"). At the present time, it is anticipated that the Series C Bonds
     will be issued, and the Series B Bonds refunded, in the year 2001. The
     Series C Bonds will be secured solely by the TAX INCREMENT REVENUES, and
     not by a Special Assessment.




                                        2



                                                                EXHIBIT A - NOTE


                                      NOTE

                                                              New York, New York
                                                            ___________ __, 1999


     For value received, UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a Delaware
limited partnership (the "BORROWER"), promises to pay to the order of
______________________ (the "BANK"), for the account of its Applicable Lending
Office, the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the dates
provided for in the Credit Agreement. The Borrower promises to pay interest on
the unpaid principal amount of each such Loan on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Morgan Guaranty Trust Company of
New York, 60 Wall Street, New York, New York.

     All Loans made by the Bank, the respective Types and Classes thereof and
all repayments of the principal thereof shall be recorded by the Bank and, if
the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make, or any error in making,
any such recordation or endorsement shall not affect the obligations of the
Borrower or any Obligor hereunder or under any other Loan Document.

     This note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of November 5, 1999 among the Borrower, the Banks
parties thereto, and Morgan Guaranty Trust Company of New York, as
Administrative Agent and as Collateral Agent (as the same may be amended from
time to time, the "CREDIT AGREEMENT"). Terms defined in the Credit Agreement are
used herein with the same meanings. Reference is made to the Credit Agreement
for provisions for the prepayment hereof and the acceleration of the maturity
hereof.

     Notwithstanding anything herein to be contrary, recourse to and the
liability of any past, present or future partner of the Borrower or any partner





thereof shall be limited as provided in Section 9.12 of Credit Agreement and the
provisions of said section are hereby incorporated by reference.

                                 UNIVERSAL CITY DEVELOPMENT
                                 PARTNERS, LP, a Delaware limited partnership

                                 By:   UNIVERSAL CITY FLORIDA HOLDING
                                       CO. II, a Florida general partnership,
                                       its general partner

                                       By:    RANK ORLANDO II, INC., a
                                              Delaware corporation, a general
                                              partner

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

                                       By:    UNIVERSAL CITY PROPERTY
                                              MANAGEMENT COMPANY II, a
                                              Delaware corporation, a general
                                              partner

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





                         LOANS AND PAYMENTS OF PRINCIPAL


                                                        Amount of
  Date           Amount of       Type of    Class of    Principal     Notation
                   Loan            Loan       Loan       Repaid       Made By
- --------------------------------------------------------------------------------

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                                       3


                                                                       EXHIBIT B
                                                         [CONFORMED AS EXECUTED]

                  AMENDED AND RESTATED SUBORDINATION AGREEMENT

     THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (as it may be further
amended from time to time, the "AGREEMENT"), is made and dated as of January 6,
2000, by and among UNIVERSAL STUDIOS, INC. (formerly known as MCA INC.), a
Delaware corporation ("UNIVERSAL"), RANK LEISURE HOLDINGS PLC formerly RANK
ORGANISATION (LEISURE HOLDINGS) LIMITED, a company organized under the laws of
England ("RANK"), UNIVERSAL CITY PROPERTY MANAGEMENT COMPANY, a Delaware
corporation ("UCPM"), UNIVERSAL CITY PROPERTY MANAGEMENT COMPANY II, a Delaware
corporation ("UCPM II"), RANK ORLANDO, INC., a Delaware corporation ("RANK
ORLANDO"), RANK ORLANDO II, INC., a Delaware corporation ("RANK ORLANDO II"),
RANK AMERICA INC., a Delaware corporation ("RANK AMERICA"), UNIVERSAL CITY
FLORIDA HOLDING CO. I, a Florida general partnership ("HOLDING I"), UNIVERSAL
CITY FLORIDA HOLDING CO. II, a Florida general partnership ("HOLDING II"), and
such other Persons (the "ADDITIONAL CREDITORS") which may from time to time
become party hereto pursuant to the terms hereof (Universal, Rank, UCPM, UCPM
II, Rank Orlando, Rank Orlando II, Rank America, Holding I, Holding II, and any
Additional Creditors are herein collectively and severally referred to as the
"SUBORDINATED CREDITORS"), and UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a
Delaware limited partnership, in favor of the lenders ("BANKS") which may from
time to time be parties to the Credit Agreement (as defined below), and Morgan
Guaranty Trust Company of New York, as administrative agent (the "ADMINISTRATIVE
AGENT") for the Banks.

                                    RECITALS

     A. The parties hereto (or their predecessors) are parties to a
Subordination Agreement dated as of November 13, 1995 governing certain claims
of the Subordinated Creditors against Studio and Islands (the "Original
Subordination Agreement").

     B. Studio and Islands consummated the Partnership Simplification and have
been succeeded by Universal City Development Partners, LP, a Delaware limited
partnership (together with its successors, the "BORROWER").

     C. The Borrower, the Banks and Morgan Guaranty Trust Company of New York,
as Administrative Agent and as Collateral Agent, have entered into an Amended
and Restated Credit Agreement dated as of November 5, 1999 (as it



may be amended from time to time, the "CREDIT AGREEMENT") in connection with
such merger and related transactions.

     Unless otherwise defined herein, capitalized terms used herein are used
with the defined meanings given in the Credit Agreement.

     D. The Borrower may now be indebted to Subordinated Creditors and may
hereafter from time to time become indebted or otherwise obligated to the
Subordinated Creditors in further amounts. All such present and future
indebtedness and other obligations of the Borrower (including, without
limitation, (i) the obligation of the Borrower owing to Universal to pay the
Universal Fees (and interest thereon) pursuant to the terms of the agreement
establishing the Borrower; (ii) the obligations of the Borrower to any
Subordinated Creditor in respect of the arrangements contemplated by Section
5.27 of the Credit Agreement ("HEDGING OBLIGATIONS"); and (iii) the obligation
of the Borrower to make distributions to its partners in accordance with the
terms of the agreement establishing the Borrower and any and all now existing or
hereafter arising rights of such partners to receive profits, distributions,
dividends or payments from the Borrower whether in cash or in kind) now or
hereafter existing (whether created directly or acquired by assignment or
otherwise), and interest and premiums, if any, thereon and other amounts payable
in respect thereof, and all rights and remedies of the Subordinated Creditors
with respect thereto, are hereinafter referred to as the "SUBORDINATED DEBT".
Notwithstanding the foregoing, indebtedness and obligations (x) arising from
Scheduled Affiliate Transactions or (y) for royalties and license fees (other
than Universal Fees) or for goods and services or for reimbursement of costs in
respect thereof incurred for its account by others (incurred in each case under
this clause (y) in the ordinary course of business and in each case under clause
(x) or (y) in compliance with the Credit Agreement) of the Borrower to a
Subordinated Creditor shall not constitute "SUBORDINATED DEBT."

     E. The parties hereto wish to amend and restate the Original Subordination
Agreement to reflect the Partnership Simplification and the execution and
delivery of the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Banks and the Agents to enter into the Credit Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Original Subordination
Agreement is amended and restated in its entirety as follows:

                                       2


                                    AGREEMENT

     SECTION 1. Agreement to Subordinate. The Subordinated Creditors and the
Borrower each agree that the Subordinated Debt is and shall be subject,
subordinate and rendered junior, to the extent and in the manner hereinafter set
forth, in right of payment, to the prior payment in full of all obligations of
the Borrower now existing or hereafter arising under the Loan Documents (as
defined in the Credit Agreement), and all renewals, amendments, extensions or
refundings thereof, whether for principal, interest (including, without
limitation, then unpaid interest after the filing of a petition initiating any
proceeding referred to in Section 3(a) hereof, whether or not allowed or
allowable as a claim in any such proceeding), fees (including, without
limitation, reasonable attorneys' fees and disbursements which shall include the
reasonable estimate of the allocable cost of in-house legal counsel and staff),
expenses or otherwise and whether as primary obligor or as guarantor (such
obligations being the "OBLIGATIONS"). Each of the Borrower and the Subordinated
Creditors waives notice of acceptance of this Agreement by the Agents and the
Banks, and the Subordinated Creditors waive notice of and consent to the making,
amount and terms of any loan or loans which the Banks may from time to time make
to the Borrower and any renewal or extension thereof and any action which the
Agents and/or the Banks, in their sole and absolute discretion, may take or omit
to take with respect thereto. This Section 1 shall constitute a continuing offer
to all Persons who become holders of, or continue to hold, the Obligations, and
its provisions are made for the benefit of the holders of the Obligations, and
such holders are made obligees hereunder and they or each of them may enforce
such provisions.

     SECTION 2. No Payment on the Subordinated Debt. The Subordinated Creditors
agree not to ask, demand, sue for, take or receive from the Borrower, directly
or indirectly, in cash or other property or by set-off or in any other manner
(including without limitation from or by way of collateral), payment of all or
any of the Subordinated Debt, and the Borrower shall not make any such payment,
unless and until the Obligations of such Borrower shall have been paid in full
in cash and any agreement by the Banks to extend further credit to the Borrower
under the Loan Documents shall have terminated; provided, however, that the
Subordinated Creditors may, so long as no Event of Default (and, to the actual
knowledge of all Authorized Officers of the Borrower, no Default) shall exist
under the Credit Agreement at the time of payment or immediately after giving
effect thereto, ask, demand, sue for, take or receive and the Borrower may pay
Universal Fees and Hedging Obligations and make Restricted Payments as and to
the extent expressly permitted by the Credit Agreement. In the event that,
notwithstanding the provisions of this Section 2, the Borrower shall make,
and/or any Subordinated Creditor shall receive, any payment on the Subordinated
Debt prohibited hereby, then and in any such event such payment shall be deemed
to be the property of, segregated, received and held in trust for the benefit of
and shall

                                       3


be immediately paid over and delivered to the Administrative Agent for the
benefit of holders of the Obligations. The holders of Subordinated Debt agree
that, in the event that all or any part of any payment made on account of the
Obligations is recovered from the holders of such Obligations as a preference
under any bankruptcy, insolvency or similar law, any payment or distribution
received by the holders of Subordinated Debt on account of any such Subordinated
Debt which constitutes antecedent debt at any time after the date of the payment
so received, whether pursuant to the right of subrogation provided for in
Section 5 or otherwise, shall be deemed to have been received by such holders of
Subordinated Debt in trust as the property of the holders of the Obligations and
such holders of Subordinated Debt shall forthwith deliver the same to the
Administrative Agent for application to payment of the Obligations; provided
that no holder of Subordinated Debt shall be required to make any payment to the
Administrative Agent pursuant to this sentence in respect of any payment
received by it and thereafter recovered from it as a preference.

     SECTION 3. In Furtherance of Subordination.

     (a) Upon any distribution of all or any of the assets of the Borrower in
the event of (i) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Borrower or to its creditors, as such, or
to its assets, or (ii) any liquidation, dissolution or other winding up of the
Borrower, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors
or any other marshalling of assets and liabilities of the Borrower, then and in
any such event the holders of the Obligations shall be entitled to receive
payment in full in cash of all amounts due or to become due (whether or not an
event of default has occurred under any evidence of the Obligations or the
maturity of the Obligations has been declared due and payable prior to the date
on which it would otherwise have become due and payable) on or in respect to all
Obligations, including any post-petition interest thereon, whether or not
allowed or allowable as a claim in such proceedings, before the Subordinated
Creditors are entitled to receive any payment on account of principal of (or
premium, if any) or interest on the Subordinated Debt, and to that end, any
payment or distribution of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the Subordinated
Debt, in any such case, proceeding, dissolution, liquidation or other winding up
or event, shall be paid or delivered directly to the Administrative Agent for
application (in the case of cash) to, or as collateral (in the case of non-cash
property or securities) for, the payment or prepayment of the Obligations until
the Obligations shall have been paid in full in cash.

                                       4


     (b) If any proceedings referred to in subsection (a) above is commenced by
or against the Borrower, the Subordinated Creditors shall duly and promptly take
such action as the Administrative Agent may reasonably request (i) to collect
the Subordinated Debt for account of the Banks and the Agents and to file
appropriate claims or proofs of claim in respect of such Subordinated Debt, (ii)
to execute and deliver to the Administrative Agent such powers of attorney,
assignments, or other instruments as the Administrative Agent may reasonably
request in order to enable it to enforce any and all claims with respect to, and
any security interests and other liens securing payment of, the Subordinated
Debt, and (iii) to collect and receive any and all payments or distributions
which may be payable or deliverable upon or with respect to the Subordinated
Debt.

     (c) All payments or distributions upon or with respect to the Subordinated
Debt which are received by the Subordinated Creditors contrary to the provisions
of this Agreement shall be received in trust for the benefit of the Banks and
the Agents, shall be segregated from other funds and property held by the
Subordinated Creditors and shall be forthwith paid over to the Administrative
Agent in the same form as so received (with any necessary endorsement) to be
applied (in the case of cash) to, or held as collateral (in the case of non-cash
property or securities) for, the payment or prepayment of the Obligations of the
related Borrower in accordance with the terms of the Credit Agreement.

     (d) The Administrative Agent is hereby authorized to demand specific
performance of this Agreement, whether or not each Borrower shall have complied
with any of the provisions hereof applicable to it, at any time when the
Subordinated Creditors shall have failed to comply with any of the provisions of
this Agreement applicable to it. The Subordinated Creditors hereby irrevocably
waive any defense based on the adequacy of a remedy at law, which might be
asserted as a bar to such remedy of specific performance.

     SECTION 4. No Commencement of Any Proceedings. Each Subordinated Creditor
agrees that, so long as any of the Obligations shall remain unpaid, it will not
in its capacity as such a creditor of the Borrower commence, or join (in such
capacity) with any creditor (in such capacity) other than Banks and the Agents
in commencing, any proceeding in respect of the Borrower of the nature referred
to in Section 3(a).

     SECTION 5. Rights of Subrogation. The Subordinated Creditors agree that no
payment or distribution to the Agents or the Banks pursuant to the provisions of
this Agreement shall entitle the Subordinated Creditors to exercise any rights
of subrogation in respect thereof until the Obligations shall have been
indefeasibly paid in full. The Subordinated Creditors agree that the
subordination provisions contained herein shall not be affected by any action,
or failure to act, by the holder(s) of the Obligations which results, or may
result, in affecting, impairing or

                                       5


extinguishing any right of reimbursement or subrogation or other right or remedy
of the Subordinated Creditors.

     SECTION 6. No Instruments Unless Pledged; Further Assurances. The
Subordinated Creditors and the Borrower will not issue or permit to be issued,
or permit to remain outstanding, any instrument evidencing any Subordinated Loan
(as defined in the Credit Agreement) unless, as promptly as practicable and in
any event within seven days of the date of issuance thereof, such instrument
shall have been delivered in pledge to the Collateral Agent as additional
collateral under the Pledge Agreement, unless the Liens created by the Pledge
Agreement shall have been released in accordance with the terms thereof. The
Subordinated Creditors and the Borrower each will, at its expense and at any
time and from time to time, promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or desirable
or that the Administrative Agent may reasonably request, in order to protect any
right or interest granted or purported to be granted hereby or to enable the
Administrative Agent to exercise and enforce its rights and remedies hereunder.

     SECTION 7. No Disposition of Subordinated Debt. No Subordinated Creditor
will sell, assign, transfer, endorse, pledge, encumber or otherwise dispose of
any of its Subordinated Debt (other than (i) to an Affiliate or (ii) pursuant to
the Pledge Agreement); provided that nothing in this Agreement shall restrict
the right of any Subordinated Creditor to convert Subordinated Debt owed to it
to an equity interest in the Borrower, as long as such equity interest is
pledged pursuant to the Pledge Agreement, unless the Liens created by the Pledge
Agreement shall have been released in accordance with the terms thereof.

     SECTION 8. Agreement by the Borrower. The Borrower agrees that it will not
make any payment of any of its Subordinated Debt, or take any other action, in
contravention of the provisions of this Agreement.

     SECTION 9. Obligations Hereunder Not Affected. All rights and interests of
the Banks and the Agents hereunder, and all agreements and obligations of the
Subordinated Creditors and the Borrower under this Agreement, shall remain in
full force and effect irrespective of:

         (i) any lack of validity or enforceability of the Loan Documents;

         (ii) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations, or any other amendment or
     waiver of or any consent to departure from the Loan Documents;

                                       6


         (iii) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any
     guaranty, for all or any of the Obligations; or

         (iv) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Borrower in respect of any of the
     Obligations or any of the Subordinated Creditors in respect of this
     Agreement. This Agreement shall continue to be effective or be reinstated,
     as the case may be, if at any time any payment of any of the Obligations is
     rescinded or must otherwise be returned by any Agent or Bank upon the
     insolvency, bankruptcy or reorganization of the Borrower or otherwise, all
     as though such payment had not been made.

The Subordinated Creditors authorize the Agents and the Banks, without notice or
demand and without affecting or impairing the Subordinated Creditors'
obligations hereunder, from time to time to (a) renew, compromise, extend,
increase, accelerate or otherwise change the time for payment of, or otherwise
change the terms of any of the Obligations, including, without limitation, to
increase or decrease the rate of interest thereon or the principal amount
thereof; (b) take or hold security for the payment of any of the Obligations and
exchange, enforce, foreclose upon, waive and release any such security; (c)
apply such security and direct the order or manner of sale thereof as the Agents
and the Banks, in their sole discretion, may determine; (d) release and
substitute one or more endorsers, warrantors, borrowers or other obligors; and
(e) exercise or refrain from exercising any rights against the Borrower or any
other Person.

     SECTION 10. Representations and Warranties. The Subordinated Creditors and
the Borrower each hereby represent and warrant as follows:

     (a) The Subordinated Creditors own the Subordinated Debt now outstanding
free and clear of any lien, security interest, charge and encumbrance.

     (b) This Agreement constitutes a legal, valid and binding obligation of
each Subordinated Creditor, enforceable in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency and similar laws affecting
creditors' rights generally and by equitable principles of general
applicability.

     SECTION 11. Amendments, Waivers. No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Subordinated Creditor or the
Borrower herefrom, shall in any event be effective unless the same shall be in
writing and signed by the Administrative Agent on behalf of Required Banks, and
then such waiver, amendment or consent shall be effective only in the specific
instance and for the specific purpose for which given. Any waiver, forbearance,
failure or delay in exercising, or the exercise or beginning of exercise


                                       7


of, any right, power or remedy, simultaneous or later shall not preclude the
further, simultaneous or later exercise thereof, and every right, power or
remedy of the Agents and the Banks shall continue in full force and effect until
such right, power or remedy is specifically waived in a writing executed by the
Administrative Agent on behalf of the Required Banks.

     SECTION 12. Expenses. Each Subordinated Creditor severally agrees to pay,
upon demand, to the Administrative Agent any and all reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees (including,
without limitation, the reasonable estimate of the allocated cost of in-house
legal counsel and staff and the fees and disbursements of the Administrative
Agent's special counsel, Davis Polk & Wardwell) which the Administrative Agent
may incur in connection with the enforcement of any of the rights or interests
of the Agents or the Banks hereunder against or in respect of such Subordinated
Creditor. No Person other than the parties hereto and the Banks and the
respective successors and assigns of the foregoing shall have any rights
hereunder.

     SECTION 13. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telecopy communication)
and, if to the Subordinated Creditors, mailed (registered or certified, return
receipt requested) or telecopied or hand delivered at its address set forth
opposite its name on the signature pages hereto, if to the Borrower or any Agent
or Bank, mailed (registered or certified, return receipt requested) or hand
delivered to it, addressed to it at the address of the Borrower or Agent or Bank
(as the case may be) specified in the Credit Agreement, or as to each party at
such other address as shall be designated by such party in a written notice to
each other party complying as to delivery with the terms of this Section. All
such notices and other communications shall be effective upon receipt.

     SECTION 14. Entire Agreement; Severability. This Agreement contains the
entire subordination agreement among the parties hereto with respect to the
obligations of the Borrower. If any of the provisions of this Agreement shall be
held invalid or unenforceable, this Agreement shall be construed as if not
containing those provisions, and the rights and obligations of the parties
hereto shall be construed and enforced accordingly.

     SECTION 15. Cumulative Rights. The rights, powers and remedies of the
Agents and the Banks under this Agreement shall be in addition to all rights,
powers and remedies given to the Agents and the Banks by virtue of any statute
or rule of law, the Credit Agreement or any other agreement, all of which
rights, powers and remedies shall be cumulative and may be exercised
successively or concurrently.


                                       8


     SECTION 16. Continuing Agreement; Transfer of Notes. This Agreement is a
continuing agreement of subordination and the Agents and the Banks may, from
time to time and without notice to the Subordinated Creditors, lend money to or
make other financial arrangements with the Borrower in reliance hereon. This
Agreement shall (i) remain in full force and effect until the Obligations shall
have been paid in full, (ii) be binding upon the Subordinated Creditors, the
Borrower and their respective successors and assigns, heirs and legatees, and
(iii) inure to the benefit of and be enforceable by the Administrative Agent on
behalf of the Banks, the Agents and their respective successors, transferees,
and assigns. Without limiting the generality of the foregoing clause (iii), any
Bank may, subject to the provisions of the Credit Agreement, assign or otherwise
transfer any Note held by it to any other person or entity, and such other
person or entity shall thereupon become vested with all the rights in respect
thereof granted to such Bank herein or otherwise.

     SECTION 17. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

     SECTION 18. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

     SECTION 19. Consent to Jurisdiction; Waiver of Immunities. Each
Subordinated Creditor irrevocably submits to the non-exclusive jurisdiction of
any New York State or Federal court sitting in The City of New York over any
suit, action or proceeding arising out of or relating to this Agreement. Each
Subordinated Creditor irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding brought in such a court and any claim
that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. Each Subordinated Creditor consents to process
being served in any such suit, action or proceeding by either (a) mailing a copy
thereof by registered or certified air mail, postage prepaid, return receipt
requested, to its address specified pursuant to Section 13 or (b) serving a copy
thereof upon such Subordinated Creditor at its address specified pursuant to
Section 13. Each Subordinated Creditor agrees that such service (a) shall be
deemed in every respect effective service of process upon it in any such suit,
action or proceeding and (b) shall, to the fullest extent permitted by law, be
taken and held to be valid personal service upon and personal delivery to it.
Nothing in this Section 19 shall affect the right of any Agent or Bank to serve
process in any manner permitted by law or limit the right of any Agent or Bank
to bring proceedings against any Subordinated Creditor in the courts of any
other jurisdiction.


                                       9


     To the extent that any Subordinated Creditor has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, such
Subordinated Creditor hereby irrevocably waives (to the fullest extent permitted
by law) such immunity in respect of its obligations under this Agreement.

     SECTION 20. Additional Creditors. Each of Universal and Rank covenants that
it shall cause any of their respective Affiliates which from time to time
become(s) a creditor or other obligee of the Borrower (otherwise than in respect
of obligations which would not constitute Subordinated Debt) to become a party
to this Agreement and bound by its terms, through the execution of an Addendum
to Subordination Agreement, substantially in the form of Exhibit I hereto. The
Borrower and each partner in the Borrower further agrees to cause each Person
which becomes a partner in the Borrower by reason of the creation or transfer of
a partnership interest by it (i) so to become a party to this Agreement and (ii)
to make the undertaking set forth in the preceding sentence with respect to its
Affiliates.

     SECTION 21. No Recourse. No recourse shall be had to any Subordinated
Creditor, in its capacity as a partner of the Borrower, for any liability or
breach by the Borrower of its obligations under this Agreement.

     SECTION 22. Effectiveness. This Agreement shall become effective, and the
Original Subordination Agreement shall be amended and restated to read in its
entirety as set forth herein, when (i) the Administrative Agent shall have
received counterparts hereof signed by each of the parties hereto (or, in the
case of any party as to which an executed counterpart shall not have been
received, the Administrative Agent shall have received a telegraphic, telex,
facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party) and (ii) the Effective Date shall have
occurred.


                                       10


     IN WITNESS WHEREOF, the Subordinated Creditors, the Borrower and the
Administrative Agent each has caused this Agreement to be duly executed and
delivered as of the date first above written.


                                    UNIVERSAL STUDIOS, INC.


                                          By: /s/ John Preston
                                              ----------------------------------
                                              Title: Authorized Signatory



                                    UNIVERSAL CITY PROPERTY
                                    MANAGEMENT COMPANY

                                          By: /s/ John Preston
                                              ----------------------------------
                                              Title: Authorized Signatory



                                    UNIVERSAL CITY PROPERTY
                                    MANAGEMENT COMPANY II


                                          By: /s/ John Preston
                                              ----------------------------------
                                              Title: Authorized Signatory


                                          Address for each of the above:
                                          100 Universal City Plaza
                                          Universal City, CA 91608
                                          Attn:  President (or in case of
                                          Universal Studios, Inc., Treasurer)
                                          Facsimile:  (818) 733-0202 (or in the
                                          case of Universal Studios, Inc.,
                                          (818) 733-1551)


                                       11


                                    RANK LEISURE HOLDINGS PLC
                                          Formerly RANK ORGANISATION
                                          (LEISURE HOLDINGS) LIMITED

                                          By: /s/ C.B.A. Cormick
                                              ----------------------------------
                                              Title: Director



                                    RANK ORLANDO, INC.

                                          By: /s/ John Watson
                                              ----------------------------------
                                              Title: President



                                    RANK ORLANDO II, INC.

                                          By: /s/ John Watson
                                              ----------------------------------
                                              Title: President



                                    RANK AMERICA INC.

                                          By: /s/ John Watson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer

                                          Address for each of the above:
                                          c/o Rank Leisure Holdings PLC
                                          6 Connaught Place
                                          London U.K. W2 2EZ
                                          Attn:  The Company Secretary
                                          Facsimile: 011 44 171 262 9886

                                                 and

                                          Rank America Inc.
                                          Five Concourse Parkway
                                          Atlanta, Georgia 30328
                                          Attn:  Executive Vice President
                                          Facsimile: (770) 392-0585

                                       12


                                    UNIVERSAL CITY FLORIDA HOLDING CO. I

                                    By:   UNIVERSAL CITY PROPERTY
                                          MANAGEMENT COMPANY, a general
                                          partner

                                          By: /s/ John Preston
                                              ----------------------------------
                                              Title: Authorized Signatory



                                    By:   RANK ORLANDO, INC., a general partner

                                          By: /s/ John Watson
                                              ----------------------------------
                                              Title: President


                                          NOTICE ADDRESS:
                                          c/o Rank Leisure Holdings PLC
                                          6 Connaught Place
                                          London U.K. W2 2EZ
                                          Attn:  The Company Secretary
                                          Facsimile: 011 44 171 262 9886

                                                 and

                                          Rank America Inc.
                                          Five Concourse Parkway
                                          Atlanta, Georgia 30328
                                          Attn:  Executive Vice President
                                          Facsimile: (770) 392-0585

                                                 and

                                          Universal City Property Management
                                          Company
                                          100 Universal City Plaza
                                          Universal City, CA  91608
                                          Attn:  President
                                          Facsimile:  (818) 733-0202



                                       13


                                UNIVERSAL CITY FLORIDA HOLDING CO. II

                                By:   UNIVERSAL CITY PROPERTY
                                      MANAGEMENT COMPANY II, a general
                                      partner

                                      By: /s/ John Preston
                                          --------------------------------------
                                          Title: Authorized Signatory



                                By:   RANK ORLANDO II, INC., a general partner

                                      By: /s/ John Watson
                                          --------------------------------------
                                          Title: President



                                      NOTICE ADDRESS:
                                      c/o Rank Leisure Holdings PLC
                                      6 Connaught Place
                                      London U.K. W2 2EZ
                                      Attn:  The Company Secretary
                                      Facsimile: 011 44 171 262 9886

                                             and

                                      Rank America Inc.
                                      Five Concourse Parkway
                                      Atlanta, Georgia 30328
                                      Attn:  Executive Vice President
                                      Facsimile: (770) 392-0585

                                             and

                                      Universal City Property Management
                                      Company II
                                      100 Universal City Plaza
                                      Universal City, CA  91608
                                      Attn:  President
                                      Facsimile:  (818) 733-0202


                                       14


                                UNIVERSAL CITY DEVELOPMENT
                                PARTNERS, LP

                                By:   UNIVERSAL CITY FLORIDA HOLDING
                                      CO. II, its general partner

                                      By:    UNIVERSAL CITY PROPERTY
                                             MANAGEMENT COMPANY II, a
                                             general partner

                                             By: /s/ John Preston
                                                 -------------------------------
                                                 Title: Authorized Signatory


                                      By:    RANK ORLANDO II, INC., a general
                                             partner

                                             By: /s/ John Watson
                                                 -------------------------------
                                                 Title: President




                                       15


                                    MORGAN GUARANTY TRUST COMPANY OF
                                    NEW YORK, as Administrative Agent for the
                                    Banks

                                        By: /s/ Robert Bottamedi
                                            ------------------------------------
                                            Title: Vice President


                                        ADDRESS FOR NOTICE PURPOSES:
                                        60 Wall Street
                                        New York, NY  10260






                                       16


                                                                       EXHIBIT I

                       ADDENDUM TO SUBORDINATION AGREMENT


To:   Morgan Guaranty Trust Company of New York, as Administrative Agent
      (the "Administrative Agent") for Banks party to that certain Amended
      and Restated Credit Agreement dated as of November 5, 1999 by and
      among Universal City Development Partners, LP, said Banks and the
      Administrative Agent and Morgan Guaranty Trust Company of New York, as
      Collateral Agent

     The undersigned hereby consents to and agrees to be bound by the terms and
conditions of the Amended and Restated Subordination Agreement, dated as of
January__, 2000, by and among UNIVERSAL STUDIOS, INC., a Delaware corporation,
RANK LEISURE HOLDINGS PLC formerly RANK ORGANISATION (LEISURE HOLDINGS) LIMITED,
a company organized under the laws of England, UNIVERSAL CITY PROPERTY
MANAGEMENT COMPANY, a Delaware corporation, UNIVERSAL CITY PROPERTY MANAGEMENT
COMPANY II, a Delaware corporation, RANK ORLANDO, INC., a Delaware corporation,
RANK ORLANDO II, INC., a Delaware corporation, RANK AMERICA, INC., a Delaware
corporation, UNIVERSAL CITY FLORIDA HOLDING CO. I, a Florida general
partnership, UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida general
partnership, UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a Delaware limited
partnership, and the Administrative Agent, as if it were an original signatory
thereto.

                                            [Name of Subordinator]


                                            By:_______________________________
                                            Name:_____________________________
                                            Title:____________________________
                                            Date:_____________________________


                                       17


                                                                       EXHIBIT C

                               OPINION COVERAGE OF
                            COUNSEL FOR THE BORROWER
                            ------------------------

     1. The Partnership Simplification has been duly consummated in accordance
with applicable Delaware and Florida partnership law. No action by or in respect
of, or filing with, any governmental body, agency or official is required in
connection with the Partnership Simplification, except [identify any necessary
action and confirm the same has been taken].

     2. The Borrower is a limited partnership duly organized, validly existing
and in good standing under the Delaware Revised Uniform Limited Partnership Act
(the "DELAWARE ACT") and has all partnership powers under the Delaware Act and
its partnership agreement and, to the knowledge of counsel, all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

     3. The execution, delivery and performance by the Borrower of each Loan
Document to which it is a party are within the Borrower's powers under the
Delaware Act and its partnership agreement, have been duly authorized by all
necessary action required under the Delaware Act and its partnership agreement,
require no action by or in respect of, or filing with, any governmental body,
agency or official and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of any Project Document or, to the
knowledge of counsel, of any agreement, judgment, injunction, order, decree or
other material instrument binding upon the Borrower or result in the creation or
imposition of any Lien on any asset of the Borrower.

     4. Each of the Loan Documents to which it is a party (other than the Notes)
constitutes a valid and binding agreement of the Borrower and each Note
constitutes a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.

     5. The Pledge Agreement creates valid and perfected security interests in
the Collateral described therein to secure the Secured Obligations described
therein.



                                                                       EXHIBIT D

                                   OPINION OF
                         SPECIAL COUNSEL FOR THE AGENTS
                         ------------------------------

To the Banks and the Agents
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     We have participated in the preparation of the Amended and Restated Credit
Agreement (the "CREDIT AGREEMENT") dated as of November 5, 1999 among Universal
City Development Partners, LP, a Delaware limited partnership (the "BORROWER"),
the Banks listed on the signature pages thereof, and Morgan Guaranty Trust
Company of New York, as Administrative Agent and as Collateral Agent. Terms
defined in the Credit Agreement are used herein as therein defined. This opinion
is being rendered to you at the request of our client pursuant to Section
3.02(g) of the Credit Agreement.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

     Upon the basis of the foregoing, we are of the opinion that each Loan
Document (other than the Notes) to which the Borrower is a party constitutes a
valid and binding agreement of the Borrower and each Note constitutes a valid
and binding obligation of the Borrower, in each case enforceable in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by general principles of
equity.

     We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York and the federal laws of the United
States at the date hereof. We have assumed for purposes of our opinion that the
execution,



delivery and performance by the Borrower of each Loan Document to which it is a
party are within its partnership powers and have been duly authorized by all
necessary partnership action under the laws of the State of Delaware.

     This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by any other person without our prior written consent.


                                        Very truly yours,















                                       2

                                                                       EXHIBIT E


             THIS AGREEMENT MUST BE EXECUTED BY ALL PARTIES OUTSIDE
               THE STATE OF FLORIDA. ANY PARTY THAT EXECUTES THIS
                  DOCUMENT WITHIN THE STATE OF FLORIDA SHALL BE
             RESPONSIBLE TO THE OTHER PARTIES FOR THE PAYMENT OF ALL
               DOCUMENTARY STAMP TAXES ARISING FROM SUCH EXECUTION
                          WITHIN THE STATE OF FLORIDA.


                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     AGREEMENT dated as of _________, ____ among <NAME OF ASSIGNOR> (the
"ASSIGNOR"), <NAME OF ASSIGNEE> (the "ASSIGNEE"), UNIVERSAL CITY DEVELOPMENT
PARTNERS, LP (the ("BORROWER") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent (the "ADMINISTRATIVE AGENT").

     WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT") relates
to the Amended and Restated Credit Agreement dated as of November 5, 1999 among
the Borrower, the Assignor and the other Banks party thereto, as Banks, the
Administrative Agent and Morgan Guaranty Trust Company of New York, as
Collateral Agent (as in effect on the date thereof, the "CREDIT AGREEMENT");

     [WHEREAS, as provided under the Credit Agreement, the Assignor has a
Remaining Term Loan Commitment to make Term Loans to the Borrower in an
aggregate principal amount not to exceed $____________;]

     [WHEREAS, as provided under the Credit Agreement, the Assignor has a
Working Capital Commitment to make Working Capital Loans to the Borrower in an
aggregate principal amount at any time outstanding not to exceed $__________;]

     [WHEREAS, Term Loans made to the Borrower by the Assignor under the Credit
Agreement in the aggregate principal amount of $__________ are outstanding at
the date hereof;]

     [WHEREAS, Working Capital Loans made to the Borrower by the Assignor under
the Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof;] and

     WHEREAS, the Assignor proposes to assign to the Assignee all of the rights
of the Assignor under the Credit Agreement in respect of a portion (such portion
expressed in percent, the "ASSIGNMENT PERCENTAGE") of its Total Exposure
thereunder




in an amount equal to $__________ and the Assignee proposes to accept assignment
of such rights and assume the corresponding obligations from the Assignor on
such terms;

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:

     SECTION 1. Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.

     SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assignment Percentage, and the Assignee hereby accepts such
assignment from the Assignor and assumes all of the obligations of the Assignor
under the Credit Agreement to the extent of the Assignment Percentage, including
the purchase from the Assignor of the Assignment Percentage of the principal
amount of the Loans made by the Assignor outstanding at the date hereof. Upon
the execution and delivery hereof by the Assignor, the Assignee, the Borrower
and the Administrative Agent and the payment of the amounts specified in Section
3 required to be paid on the date hereof (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Credit Agreement with Commitments in amounts equal to the
Assignment Percentage of the Commitments of the Assignor, and (ii) the
Commitments of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

     SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* It is
understood that commitment fees accrued to the date hereof are for the account
of the Assignor and such fees accruing from and including the date hereof are
for the account of the Assignee. Each of the Assignor and the Assignee hereby
agrees that if it receives any amount under the Credit Agreement which is for
the account of the other party hereto, it shall receive the same for the account
of such other party to the extent of such other party's interest therein and
shall promptly pay the same to such other party.

- --------
     * Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

                                       2


     SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent pursuant to Section 9.06 of the Credit Agreement. The execution of this
Agreement by the Borrower and the Administrative Agent is evidence of this
consent. Pursuant to Section 2.03 of the Credit Agreement, the Borrower agrees
to execute and deliver Note(s) payable to the order of the Assignee to evidence
the assignment and assumption provided for herein.

     SECTION 5. Non-reliance on Assignor. The Assignor makes no representation
or warranty in connection with, and shall have no responsibility with respect
to, the solvency, financial condition, or statements of the Borrower, or the
validity and enforceability of the obligations of the Borrower in respect of the
Credit Agreement or any Note. The Assignee acknowledges that it has,
independently and without reliance on the Assignor, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and will continue to be responsible for
making its own independent appraisal of the business, affairs and financial
condition of the Borrower.

     SECTION 6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.

                                    <NAME OF ASSIGNOR>

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

                                    <NAME OF ASSIGNEE>

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

                                    UNIVERSAL CITY DEVELOPMENT PARTNERS,
                                    LP



                                       3


                                    By:   UNIVERSAL CITY FLORIDA HOLDING CO.
                                          II, its general partner

                                          By: RANK ORLANDO II, INC., a general
                                              partner

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

                                    By:   UNIVERSAL CITY PROPERTY
                                          MANAGEMENT COMPANY II, a general
                                          partner

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


                                    MORGAN GUARANTY TRUST COMPANY OF
                                    NEW YORK, as Administrative Agent

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




                                       4


                                                                       EXHIBIT F
                                                         [CONFORMED AS EXECUTED]


                              AMENDED AND RESTATED
                                PLEDGE AGREEMENT

     AMENDED AND RESTATED PLEDGE AGREEMENT dated as of January 6, 2000 among
UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a Delaware limited partnership (the
"BORROWER"), all of the PLEDGORS listed on the signature pages hereof (each,
together with each additional party that becomes a party to this Agreement
pursuant to the terms hereof and with each of their respective successors and
assigns, a "PLEDGOR") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (successor
by merger to J.P. Morgan Delaware), as Collateral Agent pursuant to the terms of
the Credit Agreement referred to below (including its successors in such
capacity pursuant to the Credit Agreement, the "COLLATERAL AGENT").

                              W I T N E S S E T H :

     A. Studio, Islands and the other parties hereto (other than the Borrower)
are parties to a Pledge Agreement dated as of November 13, 1995 which creates
security interests in the respective interests of the Pledgors in Studio and
Islands (the "ORIGINAL PLEDGE AGREEMENT").

     B. Islands and Studio have consummated the Partnership Simplification and,
as a result thereof, have been succeeded by the Borrower.

     C. The Borrower, the Banks and Morgan Guaranty Trust Company of New York,
as Administrative Agent and as Collateral Agent, have entered into an Amended
and Restated Credit Agreement dated as of November 5, 1999 (as it may be amended
from time to time, the "CREDIT AGREEMENT") in connection with such Partnership
Simplification.

     D. The parties hereto wish to amend and restate the Original Pledge
Agreement to reflect the Partnership Simplification and the execution and
delivery of the Credit Agreement.



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

     SECTION 1. Definitions.

     Terms defined in the Credit Agreement and not otherwise defined herein
have, as used herein, the respective meanings provided for therein. The
following additional terms, as used herein, have the following respective
meanings:

     "COLLATERAL" means (i) with respect to each Pledgor, the Partnership
Interests (if any) owned by such Pledgor as of the date hereof, any additional
Partnership Interests hereafter acquired in any manner by such Pledgor,
Subordinated Loans (if any) owned by such Pledgor as of the date hereof, any
additional Subordinated Loans hereafter acquired in any manner by such Pledgor,
all income and profits thereon, all interest, dividends and other payments and
distributions with respect thereto, and all Proceeds of any of the foregoing and
all other rights and privileges of such Pledgor with respect thereto, and (ii)
with respect to all Pledgors, collectively, all Collateral of any of them, as
the context may require.

     "DELAWARE ACT" means the Delaware Revised Uniform Limited Partnership Act.

     "LOCATION" means, with respect to a Pledgor, the places specified as a
"LOCATION" on the signature pages hereof with respect to such Pledgor.

     "OBLIGATIONS" means (i) all principal of and interest (including, without
limitation, any interest which accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Borrower, whether or not allowed or allowable as a claim
in any such proceeding) on any loan under, or any note issued pursuant to, the
Credit Agreement, (ii) all other amounts payable by the Borrower under the Loan
Documents, (iii) Derivatives Obligations of the Borrower owing to any Bank and
(iv) any renewals or extensions of any of the foregoing.

     "PARTNERSHIP INTEREST" means the partnership interest of any general or
limited partner in the Borrower in accordance with the Borrower Partnership
Agreement and the Delaware Act.

     "PROCEEDS" means all proceeds, including cash, instruments, securities and
other property, from time to time received, receivable or otherwise distributed
or distributable in respect of or in exchange for any or all of the Partnership
Interests or the Subordinated Loans and all claims for such proceeds due or to
become due to the

                                       2


owners of any or all of the Partnership Interests or the Subordinated Loans
pursuant to the Borrower Partnership Agreement, the Delaware Act or otherwise.

     "SECURED OBLIGATIONS" means, with respect to the Collateral of each
Pledgor, a percentage of the Obligations equal to such Pledgor's Value
Percentage.

     "SECURITY INTERESTS" means the security interests in the Collateral granted
hereunder securing the Secured Obligations.

     "SUBORDINATED LOAN" means "Subordinated Loan" as defined in the Credit
Agreement.

     "VALUE PERCENTAGE" means, for any Pledgor, the percentage equivalent of a
fraction (i) the numerator of which is the value of such Pledgor's partnership
interest in and Subordinated Loans owed to such Pledgor by the Borrower and (ii)
the denominator of which is the aggregate value of all partnership interests in
and Subordinated Loans owed by the Borrower. Such value shall be determined by
the Collateral Agent by any reasonable method selected by it (relative book
values in accordance with GAAP on the books of the Borrower being one such
reasonable method the Collateral Agent may select), and the Collateral Agent's
good faith determination of such value shall be conclusive.

     Unless otherwise defined herein, or unless the context otherwise requires,
all terms used herein which are defined in the New York Uniform Commercial Code
as in effect on the date hereof shall have the meanings therein stated.

     SECTION 2. Representations and Warranties.

     Each Pledgor represents and warrants as follows:

     (a) Such Pledgor is a corporation or partnership duly organized or formed,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization and has all corporate or partnership powers to
carry on its business as now conducted and as contemplated by this Agreement,
and the execution, delivery and performance of this Agreement are within such
Pledgor's corporate or partnership powers and have been duly authorized by all
necessary corporate or partnership action.

     (b) The execution, delivery and performance by such Pledgor of this
Agreement require no action by or in respect of, or filing with, any
governmental body, agency or official (other than the filing of UCC-1 and UCC-3
financing statements and such other actions as have been taken and such other
filings as have been made) and do not contravene or constitute a default under
any provision of applicable law or regulation or the Borrower Partnership
Agreement or of any other


                                       3


material agreement, judgment, injunction, order, decree or other instrument
binding upon such Pledgor or result in the creation or imposition of any Lien
(other than the Liens created hereby) on any asset of such Pledgor.

     (c) This Agreement has been duly executed and delivered by such Pledgor and
constitutes a valid and binding agreement of such Pledgor enforceable in
accordance with its terms, except as may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding in equity or at law).

     (d) Such Pledgor (i) owns its Collateral free and clear of any Liens other
than the Security Interests and (ii) is not and will not become a party to or
otherwise bound by any agreement, other than this Agreement and the Project
Documents to which it is a party, which restricts in any manner the rights of
any present or future owner of the Collateral with respect thereto.

     (e) Other than financing statements or other similar or equivalent
documents or instruments with respect to the Security Interests, no financing
statement, security agreement or similar or equivalent document or instrument
covering all or any part of the Collateral of such Pledgor is on file or of
record in any jurisdiction in which such filing or recording would be effective
to perfect a Lien on such Collateral.

     (f) The Security Interests granted by such Pledgor constitute valid
security interests under the Uniform Commercial Code securing the Secured
Obligations of such Pledgor. When Uniform Commercial Code financing statements
with respect to the Collateral of such Pledgor shall have been filed in the
applicable filing office or offices for the Location or Locations specified for
such Pledgor, and, with respect to any Subordinated Loans evidenced by
instruments, when such instruments shall have been delivered to the Collateral
Agent, the Security Interests shall constitute perfected security interests in
the Collateral to the extent that a security interest therein may be perfected
pursuant to the Uniform Commercial Code, prior to all other Liens and rights of
others therein. There are no certificates or instruments representing any of the
Partnership Interests, any Subordinated Loans or any other portion of the
Collateral of such Pledgor, except for notes evidencing Subordinated Loans which
have been or will within seven days of their issuance be delivered to the
Collateral Agent in pledge hereunder.

     The Borrower represents and warrants that there are no Partnership
Interests in it or Subordinated Loans owed by it other than those owned by the
Pledgors.

     SECTION 3. The Security Interests.

                                       4


     (a) Each Pledgor, in order to secure the full and punctual payment of its
Secured Obligations in accordance with the terms thereof, and to secure the
performance of all the obligations of such Pledgor hereunder, hereby assigns and
pledges to and with the Collateral Agent for the benefit of the Banks and grants
to the Collateral Agent for the benefit of the Banks security interests in its
Collateral. Contemporaneously with the execution and delivery of this Agreement,
each Pledgor shall deliver to the Collateral Agent Uniform Commercial Code
financing statements with respect to its Collateral and any instruments
evidencing Subordinated Loans held by it.

     (b) The Security Interests are granted as security only and shall not
subject the Collateral Agent or any Bank to, or transfer or in any way affect or
modify, any obligation or liability of any Pledgor with respect to any of the
Collateral or any transaction in connection therewith.

     SECTION 4. Further Assurances; Maintenance of Perfection.

     (a) Each Pledgor agrees that it will, at its expense and in such manner and
form as the Collateral Agent may require, execute, deliver, file and record any
financing statement, specific assignment or other paper and take any other
action that the Collateral Agent may reasonably request in order to create,
preserve, perfect or validate any Security Interest granted by such Pledgor or
to enable the Collateral Agent to exercise and enforce its rights hereunder with
respect to any of the Collateral of such Pledgor. To the extent permitted by
applicable law, each Pledgor hereby authorizes the Collateral Agent to execute
and file, in the name of such Pledgor or otherwise, financing statements or
continuation statements (which shall not be carbon, photographic, photostatic or
other reproductions of this Agreement) which the Collateral Agent in its sole
discretion may deem necessary or appropriate to further perfect the Security
Interests granted by such Pledgor. The Collateral Agent shall promptly furnish
such Pledgor a copy of any financing statement (but not continuation statements)
filed by it pursuant to the preceding sentence.

     (b) Each Pledgor agrees that it will not (i) change the name, identity or
corporate structure or other organizational structure or jurisdiction of
organization of such Pledgor in any manner or (ii) have any place of business in
any location other than those specified as a Location of such Pledgor, unless in
each case it shall give the Collateral Agent notice thereof within 30 days
thereafter.

     (c) The Borrower shall not create or issue, or suffer to be created or
issued, any certificate or instrument to evidence any Partnership Interest in it
or any Subordinated Loans to it, except for instruments evidencing Subordinated
Loans. The Borrower and each Pledgor covenants and agrees, with respect to any
such instrument issued by or to it, respectively, that such instrument will be
delivered to the Collateral Agent in pledge hereunder not later than (i) the
date of execution and delivery of this

                                       5


Agreement, in the case of any instrument issued on or prior to such date, and
(ii) the seventh day following the date of issuance of such instrument, in the
case of any instrument issued subsequent to the date of execution and delivery
of this Agreement.

     SECTION 5. General Authority.

     Each Pledgor hereby irrevocably appoints the Collateral Agent its true and
lawful attorney, with full power of substitution, in the name of such Pledgor,
the Collateral Agent, the Banks or otherwise, for the sole use and benefit of
the Collateral Agent and Banks, but at the expense of the Borrower, to the
extent permitted by law to exercise, at any time and from time to time while an
Event of Default has occurred and is continuing, all or any of the following
powers with respect to all or any of the Collateral of such Pledgor:

         (i) to demand, sue for, collect, receive and give acquittance for any
     and all monies due or to become due upon or by virtue thereof,

         (ii) to settle, compromise, compound, prosecute or defend any action or
     proceeding with respect thereto,

         (iii) to sell, transfer, assign or otherwise deal in or with the same
     or the proceeds or avails thereof, as fully and effectually as if the
     Collateral Agent were the absolute owner thereof, and

         (iv) to extend the time of payment of any or all thereof and to make
     any allowance and other adjustments with reference thereto;

provided that the Collateral Agent shall give such Pledgor not less than ten
days' prior notice of the time and place of any sale or other intended
disposition of any such Collateral except any such Collateral which is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market. The Collateral Agent and each Pledgor agree that
such notice constitutes "reasonable notification" within the meaning of Section
9-504(3) of the Uniform Commercial Code.

     SECTION 6. Remedies upon Event of Default.

     If any Event of Default shall have occurred and be continuing, the
Collateral Agent may exercise on behalf of the Banks all the rights of a secured
party under the Uniform Commercial Code (whether or not in effect in the
jurisdiction where such rights are exercised) and, in addition, the Collateral
Agent may, without being required to give any notice, except as herein provided
or as may be required by mandatory provisions of law, (i) apply the cash, if
any, then held by it as Collateral as specified in Section 9 and (ii) if there
shall be no such cash or if such cash shall be


                                       6


insufficient to pay all the Secured Obligations in full, sell the Collateral or
any part thereof at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery, and at such
price or prices as the Collateral Agent may deem satisfactory. Any Bank may be
the purchaser of any or all of the Collateral so sold at any public sale (or, if
the Collateral is of a type customarily sold in a recognized market or is of a
type which is the subject of widely distributed standard price quotations, at
any private sale). The Collateral Agent is authorized, in connection with any
such sale, if it deems it advisable so to do, (i) to restrict the prospective
bidders on or purchasers of any of the Collateral to a limited number of
sophisticated investors who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
sale of any of such Collateral, and (ii) to impose such other limitations or
conditions in connection with any such sale as the Collateral Agent reasonably
deems necessary or advisable in order to comply with the Securities Act of 1933
or any other law. Each Pledgor covenants and agrees that it will execute and
deliver such documents and take such other action as the Collateral Agent
reasonably deems necessary or advisable in order that any such sale of its
Collateral may be made in compliance with law. Upon any such sale the Collateral
Agent shall have the right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold. Each purchaser at any such sale shall hold the
Collateral so sold absolutely and free from any claim or right of whatsoever
kind, including any equity or right of redemption of any Pledgor which may be
waived, and each Pledgor, to the extent permitted by law, hereby specifically
waives all rights of redemption, stay or appraisal which such Pledgor has or may
have under any law now existing or hereafter adopted. The notice (if any) of
such sale required by Section 5 shall (1) in case of a public sale, state the
time and place fixed for such sale, (2) in case of sale at a broker's board or
on a securities exchange, state the board or exchange at which such sale is to
be made and the day on which the Collateral, or the portion thereof so being
sold, will first be offered for sale at such board or exchange, and (3) in the
case of a private sale, state the day after which such sale may be consummated.
Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Collateral Agent may fix in
the notice of such sale. At any such sale the Collateral may be sold in one lot
as an entirety or in separate parcels, as the Collateral Agent may determine.
The Collateral Agent shall not be obligated to make any such sale pursuant to
any such notice. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for the sale, and such sale
may be made at any time or place to which the same may be so adjourned. In case
of any sale of all or any part of the Collateral on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the selling price is paid by the purchaser thereof, but the Collateral Agent
shall not incur any liability in case of the failure of such purchaser to take
up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may again be sold upon like notice. The Collateral Agent, instead of
exercising the power of sale herein conferred upon it,

                                       7


may proceed by a suit or suits at law or in equity to foreclose the Security
Interests and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction. All remedies of the
Collateral Agent hereunder shall be exercised by it in a commercially reasonable
manner.

     SECTION 7. Expenses.

     The Borrower agrees that it will forthwith upon demand pay to the
Collateral Agent:

         (i) the amount of any taxes which the Collateral Agent may have been
     required to pay by reason of the Security Interests or to free any of the
     Collateral from any Lien thereon, and

         (ii) the amount of any and all reasonable out-of-pocket expenses,
     including the reasonable fees and disbursements of counsel and of any other
     experts, which the Collateral Agent may incur in connection with (w) the
     administration or enforcement of this Agreement, including such expenses as
     are incurred to preserve the value of the Collateral and the validity,
     perfection, rank and value of any Security Interest, (x) the collection,
     sale or other disposition of any of the Collateral, (y) the exercise by the
     Collateral Agent of any of the rights conferred upon it hereunder or (z)
     any Event of Default.

     Any such amount not paid on demand shall bear interest at the rate
applicable to Base Rate Loans plus 2%.

     SECTION 8. Limitation on Duty of Collateral Agent in Respect of Collateral.

     Beyond the exercise of reasonable care in the custody thereof, the
Collateral Agent shall have no duty as to any Collateral in its possession or
control or in the possession or control of any agent or bailee or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral in
its possession if the Collateral is accorded treatment substantially equal to
that which it accords its own property.

     SECTION 9. Application of Proceeds.

     Upon the occurrence and during the continuance of an Event of Default, the
proceeds of any sale of, or other realization upon, all or any part of the
Collateral of any Pledgor and any cash held as Collateral of such Pledgor shall
be applied by the Collateral Agent in the following order of priorities:


                                       8


               first, to the payment of the Secured Obligations of such Pledgor
         for unreimbursed expenses for which either Agent or any Bank is
         entitled to be reimbursed pursuant to Section 9.03 of the Credit
         Agreement or Section 7 hereof and for unpaid fees owing the Agents
         under the Credit Agreement;

               second, to the payment of the Secured Obligations of such Pledgor
         for unpaid principal;

               third, to the payment of accrued but unpaid interest on the
         Secured Obligations of such Pledgor in accordance with the provisions
         of the Credit Agreement;

               fourth, to the payment of all other Secured Obligations of such
         Pledgor, until all such Secured Obligations shall have been paid in
         full; and

               finally, to payment to such Pledgor or its successors or assigns,
         or as a court of competent jurisdiction may direct, of any surplus then
         remaining from such proceeds.

         SECTION 10.  Concerning the Collateral Agent.

     The provisions of Article 7 of the Credit Agreement shall inure to the
benefit of the Collateral Agent in respect of this Agreement and shall be
binding upon both the parties to the Credit Agreement and the Pledgors in such
respect. In furtherance and not in derogation of the rights, privileges and
immunities of the Collateral Agent therein set forth:

     (a) The Collateral Agent is authorized to take all such action as is
provided to be taken by it as Collateral Agent hereunder and all other action
reasonably incidental thereto. As to any matters not expressly provided for
herein (including, without limitation, the timing and methods of realization
upon the Collateral) the Collateral Agent shall act or refrain from acting in
accordance with written instructions from the Required Banks or, in the absence
of such instructions, in accordance with its discretion.

     (b) The Collateral Agent shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection,
priority or enforceability of the Security Interests in any of the Collateral,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder. The Collateral Agent shall have no duty to ascertain
or inquire as to the performance or observance of any of the terms of this
Agreement by any Pledgor.


                                       9


     SECTION 11. Appointment of Co-agents.

     At any time or times, in order to comply with any legal requirement in any
jurisdiction, the Collateral Agent may appoint another bank or trust company or
one or more other persons, either to act as co-agent or co-agents, jointly with
the Collateral Agent, or to act as separate agent or agents on behalf of the
Banks with such power and authority as may be necessary for the effectual
operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the Collateral Agent, include
provisions for the protection of such co-agent or separate agent similar to the
provisions of Section 10).

     SECTION 12. Termination of Security Interests; Release of Collateral.

     Upon the repayment in full of the Secured Obligations and the termination
of the Remaining Term Loan Commitments and the Working Capital Commitments under
the Credit Agreements, the Security Interests in the Collateral shall terminate
and all rights to the Collateral of each Pledgor shall revert to such Pledgor.
At any time and from time to time prior to such termination of the Security
Interests, the Collateral Agent may release any of the Collateral with the prior
written consent of the Required Banks or, to the extent required by the Credit
Agreement, all of the Banks; provided that the Collateral Agent shall without
the consent of any Bank release Collateral to the extent necessary to facilitate
any transfer thereof permitted by the Credit Agreement so long as in connection
therewith arrangements satisfactory to the Collateral Agent are made for the
substantially simultaneous repledge of such Collateral hereunder by the
transferee. Upon any such termination of the Security Interests or release of
Collateral, the Collateral Agent will, at the expense of the Borrower, execute
and deliver to each Pledgor such documents as such Pledgor shall reasonably
request to evidence the termination of the Security Interests granted by such
Pledgor or the release of such Collateral of such Pledgor, as the case may be.
Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's
Collateral which are permitted by the Credit Agreement and proceeds received by
a Pledgor from a sale of such Pledgor's Collateral which is permitted by the
Credit Agreement shall upon receipt by such Pledgor be released from the Lien
created by this Agreement automatically and without further action by any party
hereto.

     SECTION 13. Notices.

     All notices and other communications provided for hereunder shall be dated
and in writing and shall be deemed to have been given (i) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified in this
Section and telephonic confirmation of receipt thereof is obtained or (ii) if
given by mail, prepaid overnight courier or any other means, when received at
the address specified in this


                                       10


Section or when delivery at such address is refused. Such notices shall be
addressed to any party who executed this Agreement at the address or telecopy
number set forth under such party's signature below or to any party who executed
an Addendum to Pledge Agreement pursuant to Section 22 at the address or
telecopy number set forth under such party's signature therein (or to the
attention of such other person or to such other address or telecopy number as
such party shall have notified to each other party in accordance with this
Section 13). All notices, communications and distributions hereunder to the
Borrower, the Banks and the Collateral Agent shall be given in accordance with
Section 9.01 of the Credit Agreement.

     SECTION 14. Waivers, Non-exclusive Remedies.

     No failure on the part of the Collateral Agent to exercise, and no delay in
exercising and no course of dealing with respect to, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise by any Agent or Bank, of any right under this Agreement or any other
Loan Document preclude any other or further exercise thereof or the exercise of
any other right. The rights in this Agreement and the other Loan Documents are
cumulative and are not exclusive of any other remedies provided by law, subject
to the provisions of Section 12.

     SECTION 15. Successors and Assigns.

     This Agreement is for the benefit of the Agents and the Banks and their
successors and assigns, and in the event of an assignment of all or any of the
Secured Obligations in accordance with the Credit Agreement, the rights
hereunder, to the extent applicable to the indebtedness so assigned, shall be
transferred with such indebtedness. This Agreement shall be binding on each
Pledgor and its successors and assigns.

     SECTION 16. Obligations Unconditional; Discharge of Obligations, etc.

     (a) The Security Interests granted by each Pledgor and the obligations of
each Pledgor hereunder shall not be released, discharged or otherwise affected
by:

         (i) any extension, renewal, settlement, compromise, waiver or release
     in respect of any other Pledgor or the Borrower under any Loan Document, by
     operation of law or otherwise;

         (ii) any modification or amendment of or supplement to any Loan
     Document;

         (iii) any release, non-perfection or invalidity of any direct or
     indirect security for any obligation of any other Pledgor or the Borrower
     under any Loan Document;

                                       11


         (iv) any change in the corporate existence, structure or ownership of
     any other Pledgor or the Borrower or any insolvency, bankruptcy,
     reorganization or other similar proceeding affecting any other Pledgor or
     the Borrower or any of their respective assets or any resulting release or
     discharge of any obligation of any other Pledgor or Borrower contained in
     any Loan Document;

         (v) the existence of any claim, set-off or other rights which any
     Pledgor may have at any time against any other Pledgor, the Borrower,
     either Agent, any Bank or any other Person, whether in connection herewith
     or with any unrelated transactions, provided that nothing herein shall
     prevent the assertion of any such claim by separate suit or compulsory
     counterclaim;

         (vi) any invalidity or unenforceability relating to or against any
     other Pledgor or the Borrower for any reason of any Loan Document, or any
     provision of applicable law or regulation purporting to prohibit the
     payment by the Borrower of the principal of or interest on any Note or any
     other amount payable by any other Pledgor or the Borrower under any Loan
     Document; or

         (vii) any other act or omission to act or delay of any kind by any
     other Pledgor or the Borrower, either Agent, any Bank or any other Person
     or any other circumstance whatsoever which might, but for the provisions of
     this paragraph, constitute a legal or equitable discharge of a surety.

     (b) Each Pledgor irrevocably waives acceptance hereof, presentment, demand,
protest and any notice not provided for herein, as well as any requirement that
at any time any action be taken by any Person against the Borrower or any other
Person.

     (c) Each Pledgor hereby waives any right or claim of exoneration,
reimbursement, subrogation, contribution or indemnity and any other similar
right or claim arising out of this Agreement.

     (d) If acceleration of the time for payment of any amount payable by the
Borrower under the Credit Agreement or any other Loan Document is stayed upon
the insolvency, bankruptcy or reorganization of the Borrower, the Security
Interests may nonetheless be enforced as fully as if such acceleration were
effective.

     SECTION 17. Changes in Writing.

     Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, but only in writing signed by Universal, Rank,
each

                                       12


Pledgor to be bound thereby and the Collateral Agent with the consent of the
Required Banks.

     SECTION 18. New York Law.

     This Agreement shall be construed in accordance with and governed by the
laws of the State of New York, except as otherwise required by mandatory
provisions of law and except to the extent that remedies provided by the laws of
any jurisdiction other than New York are governed by the laws of such
jurisdiction.

     SECTION 19. Severability.

     If any provision hereof is invalid or unenforceable in any jurisdiction,
then, to the fullest extent permitted by law, (i) the other provisions hereof
shall remain in full force and effect in such jurisdiction; and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

     SECTION 20. Counterparts; Effectiveness.

     This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement shall become effective, and
the Original Subordination Agreement shall be amended and restated to read in
its entirety as set forth herein, when (i) the Administrative Agent shall have
received counterparts hereof signed by each of the parties hereto (or, in the
case of any party as to which an executed counterpart shall not have been
received, the Administrative Agent shall have received a telegraphic, telex,
facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party) and (ii) the Effective Date shall have
occurred.

     SECTION 21. Obligations Several; Limited Liability.

     Each of the Pledgors and the Collateral Agent agrees and acknowledges that
(i) the obligations of each Pledgor hereunder are several and not joint, (ii)
the breach by any Pledgor of any obligation hereunder will not subject any other
Pledgor to liability for such breach and (iii) the obligations of the Borrower
under the Loan Documents shall not be satisfied by the assets of any Pledgor
other than the Collateral of such Pledgor pledged hereunder.

     SECTION 22. Additional Pledgors.

     The Borrower and each Pledgor covenants that it shall cause each Person
which becomes a partner in the Borrower by reason of the creation or transfer of
a


                                       13


partnership interest by it to become a party to this agreement and bound by its
terms, through the execution of an Addendum to Pledge Agreement, substantially
in the form of Exhibit A hereto, and the delivery thereof to the Collateral
Agent.

     SECTION 23. Non-recourse to Pledgors; No Recourse to Partners in Pledgors.

     (a) The Collateral Agent and the Banks shall have no recourse against any
Pledgor hereunder, except in respect of misrepresentation or breach of warranty
or covenant by such Pledgor, and, except as aforesaid, the recourse of the
Collateral Agent and the Banks to any Pledgor shall be limited to the Collateral
pledged by it hereunder. No recourse shall be had to any Pledgor, in its
capacity as a partner of either Borrower, for any claim based on the breach by
the Borrower of its obligations hereunder.

     (b) No recourse shall be had to any partner in any Pledgor, in its capacity
as a partner in such Pledgor, for any liability or breach by such Pledgor of its
obligations under this Agreement.



                                       14


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

                                    UNIVERSAL CITY DEVELOPMENT PARTNERS,
                                    LP, a Delaware limited partnership

                                    By:   UNIVERSAL CITY FLORIDA HOLDING CO. II,
                                          a Florida general partnership, its
                                          general partner

                                          By: UNIVERSAL CITY PROPERTY
                                              MANAGEMENT COMPANY II, a
                                              Delaware corporation, a general
                                              partner

                                              By: /s/ John Preston
                                                  ------------------------------
                                                  Title: Authorized Signatory


                                          By  RANK ORLANDO II, INC., a Delaware
                                              corporation, a general partner

                                              By: /s/ John Watson
                                                  ------------------------------
                                                  Title: President


                                    UNIVERSAL CITY FLORIDA HOLDING CO. I, a
                                    Florida general partnership

                                    By:   UNIVERSAL CITY PROPERTY
                                          MANAGEMENT COMPANY, a Delaware
                                          corporation, a general partner

                                          By: /s/ John Preston
                                              ----------------------------------
                                              Title: Authorized Signatory


                                    By:   RANK ORLANDO, INC., a Delaware
                                          corporation, a general partner

                                          By: /s/ John Watson
                                              ----------------------------------
                                              Title: President


                                       15


                                Notice:
                                Universal City Property Management Company
                                100 Universal City Plaza
                                Universal City, CA  91608
                                Attn:  President
                                Facsimile:  (818) 733-0202

                                       and

                                Rank Leisure Holdings PLC
                                6 Connaught Place
                                London U.K.  W2 2EZ
                                Attn:  The Company Secretary
                                Facsimile:  011-44-171-262-9886

                                       and

                                Rank America Inc.
                                5 Concourse Parkway
                                Atlanta, Georgia  30328
                                Attn:  Executive Vice President
                                Facsimile:  (770) 392-0585
                                Locations:  Orange County, FL
                                Los Angeles County, CA
                                Fulton County, GA

                          UNIVERSAL CITY FLORIDA HOLDING CO. II, a
                          Florida general partnership

                          By:   UNIVERSAL CITY PROPERTY
                                MANAGEMENT COMPANY II, a Delaware
                                corporation, a general partner

                                By: /s/ John Preston
                                    ----------------------------------------
                                    Title: Authorized Signatory


                          By:   RANK ORLANDO II, INC., a Delaware
                                corporation, a general partner

                                By: /s/ John Watson
                                    ----------------------------------------
                                    Title: President


                                       16


                                 Notice:
                                 Universal City Property Management Company II
                                 100 Universal City Plaza
                                 Universal City, CA  91608
                                 Attn:  President
                                 Facsimile:  (818) 733-0202

                                        and

                                 Rank Leisure Holdings PLC
                                 6 Connaught Place
                                 London U.K.  W2 2EZ
                                 Attn:  The Company Secretary
                                 Facsimile:  011-44-171-262-9886

                                        and

                                 Rank America Inc.
                                 5 Concourse Parkway
                                 Atlanta, Georgia  30328
                                 Attn:  Executive Vice President
                                 Facsimile:  (770) 392-0585
                                 Locations:  Orange County, FL
                                 Los Angeles County, CA
                                 Fulton County, GA




                                       17


                           MORGAN GUARANTY TRUST COMPANY OF
                           NEW YORK (successor by merger to J.P. Morgan
                           Delaware), as Collateral Agent

                                 By: /s/ Robert Bottamedi
                                     ----------------------------------------
                                     Title: Vice President


                                 Address: 60 Wall Street
                                          New York, NY 10260




                                       18


                                                                       EXHIBIT A


                          ADDENDUM TO PLEDGE AGREEMENT
                          ----------------------------


To:       Morgan Guaranty Trust Company of New York, as Collateral Agent (the
          "COLLATERAL AGENT") for Banks party to that certain Amended and
          Restated Credit Agreement dated as of November 5, 1999, by and among
          Universal City Development Partners, LP, said Banks, and Morgan
          Guaranty Trust Company of New York, as administrative agent, and the
          Collateral Agent


     The undersigned hereby consents to and agrees to be bound by the terms and
conditions of the Amended and Restated Pledge Agreement dated as of January__,
2000 by and among Universal City Development Partners, LP, the Pledgors listed
on the signature pages thereof and the Collateral Agent as if it were an
original signatory thereto, and hereby pledges and grants a security interest in
the Collateral (as therein defined) of the undersigned in accordance with the
terms thereof.

                                                 [NAME OF PLEDGOR]

                                          By: _______________________________
                                              Name:
                                              Title:
                                              Date:
                                              Address:
                                              Location:





                                                                       EXHIBIT G

                           FORM OF NOTICE OF BORROWING

                               NOTICE OF BORROWING

                                                             [Dated as required
                                                             by Section 2.02(a)]
To:   Morgan Guaranty Trust Company of New York,
      as Administrative Agent

From: Universal City Development Partners, LP (the "BORROWER")

Re:   Notice of Borrowing

     Reference is made to the Amended and Restated Credit Agreement (the "CREDIT
AGREEMENT") dated as of November 5, 1999 among the Borrower, the Banks parties
thereto and Morgan Guaranty Trust Company of New York, as Administrative Agent
and as Collateral Agent. Capitalized terms used herein and not defined herein
shall have the meaning assigned thereto in the Credit Agreement.

     The Borrower hereby gives notice of the following Borrowing under the
Credit Agreement:

                  Date of Borrowing:           ____________*
                  Aggregate Amount            $____________**
                  of Borrowing

                  Class of Loans
                  Comprising such
                  Borrowing                    =     [Term Loans]
                                                           or
                                                     [Working Capital Loans]

- --------
     * Domestic Business Day in case of Base Rate Borrowings or Euro-Dollar
Business Day in case of Euro-Dollar Borrowing.

     ** Subject to Section 2.01(c) of Credit Agreement.



         Initial Type
         of Loans Comprising
         such Borrowing            =        [Base Rate Loans]
                                                    or
                                            [Euro-Dollar Loans]*

         In case of a Euro-
         Dollar Borrowing,
         the duration in months
         of the Initial
         Interest Period
         Applicable thereto        =        [one],[two][three]
                                                  [six] or [twelve]**

         In case of a Term
         Loan Borrowing,
         Current Required
         Equity Allocation         =        $____________

     The Borrower hereby irrevocably allocates to the Project an amount of
Funded Equity not previously so allocated equal to the Current Required Equity
Allocation.

                                                 Very truly yours,

                                                 UNIVERSAL CITY
                                                 DEVELOPMENT PARTNERS, LP


                                                 By:
                                                     ---------------------------
                                                 Authorized Signatory

- --------
     *  Choose one.
     ** Choose one; see definition of Interest Period. Specify alternative
choice if twelve month period is initial choice.

                                       2

EX-10.17

                                 AMENDMENT NO. 1


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

                                   WITNESSETH:

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

         WHEREAS, in connection with the transactions contemplated by the
Purchase Agreement, the parties hereto desire to amend the Credit Agreement as
set forth herein;

         NOW THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

         SECTION 2.  Changes and Additions to Definitions.  (a) The following
definitions are added in alphabetical order to Section 1.01 of the Credit
Agreement:


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



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

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

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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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



         due as follows: (A) 50% shall be paid no later than 120 days following
         the last day of such fiscal year and (B) 50% shall be paid no later
         than the end of the third fiscal quarter of the next succeeding fiscal
         year. The Borrower shall include a calculation of Excess Cash Flow for
         each fiscal year ending on or after FQE 6/01 in the certificate
         accompanying the Borrower's financial statements for such fiscal year
         delivered pursuant to Section 5.01(c), and shall give the
         Administrative Agent not less than three Euro-Dollar Business Days'
         notice of each prepayment required pursuant to this paragraph.

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

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

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

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

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

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



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

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

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

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

                  SECTION 5.18. Restricted Payments: Universal Fees.

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

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

         SECTION 9.  Financial Covenants.

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

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



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

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

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

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

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

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

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

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



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

                  (i) The Borrower may sell, lease or otherwise dispose of (w)
         inventory, cash, cash equivalents and other cash management investments
         and obsolete, worn-out or surplus equipment, in each case in the
         ordinary course of business, (x) assets to be sold, leased or otherwise
         disposed of in connection with a Scheduled Affiliate Transaction, (y)
         land to be sold, leased or otherwise disposed of in connection with the
         development and construction of hotels and (z) assets not excluded by
         clause (w), (x) or (y) so long as on the date of disposition of any
         asset, the aggregate fair market value of all such assets so disposed
         of during the term of this Agreement shall not exceed 10% of the book
         value (without taking into account depreciation) of all of the assets
         of the Borrower on the last day of the fiscal quarter of the Borrower
         most recently ended prior to the date of any such conveyance, sale,
         lease, transfer or other disposition; provided that 100% of net cash
         proceeds of any sales of assets (other than (A) sales permitted by
         clause (w) above and (B) sales for aggregate net cash proceeds not
         exceeding $1,000,000 in any fiscal year) shall substantially
         simultaneously with the receipt thereof by the Borrower be applied as
         an optional prepayment of the Term Loans.

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

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

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

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



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

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

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

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

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

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




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

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

         SECTION 14.  Representations of the Borrower.

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

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

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

         SECTION 16. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

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

                  (a) receipt by the Administrative Agent from each of the
         Borrower and the Required Banks of a counterpart hereof signed by such
         party or facsimile or other written confirmation (in form satisfactory
         to the Agent) that such party has signed a counterpart hereof;

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

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




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

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

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

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

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

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

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





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







         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written

                         UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a
                         Delaware limited partnership

                         By:  UNIVERSAL CITY FLORIDA HOLDING CO. II,
                              a Florida general partnership, its general partner

                                   By:  UNIVERSAL CITY PROPERTY
                                        MANAGEMENT COMPANY II, a
                                        Delaware corporation, a general
                                        partner


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




                                   By:  BLACKSTONE UTP CAPITAL
                                        PARTNERS A L.P., a Delaware
                                        general partnership, a general partner

                                   By:  BLACKSTONE MEDIA
                                        MANAGEMENT ASSOCIATES III
                                        L.L.C., a Delaware limited
                                        liability company, its general partner


                                        By:/s/ David Blitzer
                                           -----------------
                                           Title: Member



                                   By:  BLACKSTONE UTP CAPITAL
                                        PARTNERS L.P., a Delaware
                                        general partnership, a general partner

                                   By:  BLACKSTONE MEDIA
                                        MANAGEMENT ASSOCIATES III
                                        L.L.C., a Delaware limited liability
                                        company, its general partner


                                        By:/s/ David Blitzer
                                           -----------------------------------
                                            Title: Member



                                   By:  BLACKSTONE UTP OFFSHORE
                                        CAPITAL PARTNERS L.P., a
                                        Delaware general partnership, a
                                        general partner

                                   By:  BLACKSTONE MEDIA
                                        MANAGEMENT
                                        ASSOCIATES III L.L.C., a
                                        Delaware limited liability company,
                                        its general partner


                                        By:/s/ David Blitzer
                                           -----------------------------------
                                            Title: Member


                                   By:  BLACKSTONE FAMILY MEDIA
                                        PARTNERSHIP III L.P., a Delaware
                                        general partnership, a general partner

                                   By:  BLACKSTONE MEDIA
                                        MANAGEMENT
                                        ASSOCIATES III L.L.C., a
                                        Delaware limited liability company,
                                        its general partner


                                        By:/s/ David Blitzer
                                           -----------------------------------
                                             Title: Member



                                            MORGAN GUARANTY TRUST
                                            COMPANY OF NEW YORK


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





                                        BANK OF AMERICA, N.A.

                                        By_____________________________________
                                          Title:



                                        THE BANK OF NOVA SCOTIA


                                        By:/s/ Elena F. Dion
                                           ------------------------------------
                                           Title: Director



                                        FIRST UNION NATIONAL BANK


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



                                        BANK OF MONTREAL


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



                                        HSBC BANK PLC


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


                                        ROYAL BANK OF CANADA


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




                                        THE CHASE MANHATTAN BANK


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



                                        NATIONAL WESTMINSTER BANK PLC

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



                                        THE INDUSTRIAL BANK OF JAPAN,
                                        LIMITED


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



                                        CREDIT SUISSE FIRST BOSTON


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


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



                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION


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



                                      THE FUJI BANK, LIMITED


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



                                      THE ROYAL BANK OF SCOTLAND PLC


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



                                      THE SANWA BANK LIMITED


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



                                      THE TORONTO-DOMINION BANK


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



                                       17



                                      WESTDEUTSCHE LANDESBANK
                                      GIROZENTRALE, NEW YORK BRANCH


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


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



                                      CITIBANK, N.A.


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



                                      DRESDNER BANK AG, NEW YORK
                                      AND GRAND CAYMAN BRANCHES


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


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




                                      THE SUMITOMO BANK, LIMITED


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

                                      ABN AMRO BANK, N.V. NEW YORK
                                      BRANCH


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


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



                                      BNP PARIBAS


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


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



                                      CIBC INC.


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



                                      KBC BANK N.V.


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


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




                                   LANDESBANK BADEN-WURTTEMBERG


                                   By:____________________________________
                                      Title:



                                   THE MITSUBISHI TRUST AND BANKING
                                   CORPORATION


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



                                   THE SAKURA BANK, LIMITED


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



                                   BANKERS TRUST COMPANY


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





                                PRICING SCHEDULE



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

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

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




                                                                       EXHIBIT A

                              COLLATERAL DOCUMENTS

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

              a. Perfection Certificate

              b. UCC-1 Financing Statements for the Borrower

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

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

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

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

EX-10.18

                                 AMENDMENT NO. 2


     AMENDMENT dated as of December 19, 2001 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (as amended, the "CREDIT AGREEMENT")
among UNIVERSAL CITY DEVELOPMENT PARTNERS, LP (the "BORROWER"), the BANKS party
thereto (the "BANKS") and JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank successor by merger to Morgan Guaranty Trust Company of New
York), as Administrative Agent and as Collateral Agent.

                                   WITNESSETH:

     WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

     SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

     SECTION 2. Change in Fiscal Year-End. (a) The last paragraph of Section
5.01 of the Credit Agreement is hereby amended to read in its entirety as
follows:

               The Borrower will not change its fiscal year from a period of
         four fiscal quarters (based on a 52/53 week year) ending on the last
         Saturday of each December or the first Saturday of January; provided
         that the Borrower may change its fiscal year with the prior written
         approval of the Administrative Agent if the Administrative Agent is
         satisfied that such change will have no substantive effect on the
         requirements of Section 5.19 or any other provision of this Agreement.

     (b) Section 2.08(c)(iii) of the Credit Agreement is hereby amended to read
in its entirety as follows:



               (iii) For the fiscal year ending FQE 6/01 and for the period of
         two consecutive fiscal quarters ending FQE 12/01, the Borrower shall
         prepay the Term Loans in an aggregate principal amount equal to 75% of
         the Excess Cash Flow for such fiscal year or such period as follows:
         (A) 50% shall be paid no later than 120 days following the last day of
         such fiscal year or such period and (B) 50% shall be paid no later than
         the end of the third subsequent fiscal quarter following the last day
         of such fiscal year or such period. Beginning with the fiscal year
         ending FQE 12/02, the Borrower shall prepay the Term Loans in an
         aggregate principal amount equal to 75% of the Excess Cash Flow for
         such fiscal year as follows: (A) 50% shall be paid no later than 120
         days following the last day of such fiscal year and (B) 50% shall be
         paid no later than the end of the third fiscal quarter of the next
         succeeding fiscal year. The Borrower shall include a calculation of
         Excess Cash Flow for the fiscal year ending on FQE 6/01, the period of
         two consecutive fiscal quarters ending FQE 12/01 and each fiscal year
         ending on or after FQE 12/02 in the certificate accompanying the
         Borrower's related financial statements pursuant to Section 5.01(c),
         and shall give the Administrative Agent not less than three Euro-Dollar
         Business Days' notice of each prepayment required pursuant to this
         paragraph.

     (c) The proviso to Section 5.20(a)(i) of the Credit Agreement is amended in
its entirety to read as follows:

               provided that 100% of net cash proceeds of any sales of assets
         (other than (A) sales permitted by clause (w) above and (B) sales for
         aggregate net cash proceeds not exceeding $1,000,000 in any fiscal year
         or $500,000 for the two consecutive fiscal quarters ending FQE 12/01)
         shall substantially simultaneously with the receipt thereof by the
         Borrower be applied as an optional prepayment of the Term Loans.

     SECTION 3. Restriction on Fundamental Changes; Purchases and Sale of
Assets. Section 5.20(a) of the Credit Agreement is amended by the addition of
the following new subsection (iii):

               (iii) The Borrower may, on or after January 1, 2002, enter into a
         transaction or series of transactions of merger solely for the purpose
         of changing its state of formation from the State of Delaware to the
         State of Florida, provided that the surviving entity of any such
         transaction or series of related transactions shall enter

                                       2


         into an instrument of assumption in form and substance reasonably
         satisfactory to the Administrative Agent pursuant to which it shall
         have assumed the obligations of the Borrower under the Loan Documents
         and shall have provided such legal opinions and other documentation as
         the Administrative Agent may reasonably request in connection
         therewith.

     SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 6. Effectiveness. This Amendment shall become effective on the date
of receipt by the Administrative Agent from each of the Borrower and the
Required Banks of a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Administrative Agent)
that such party has signed a counterpart hereof.

     SECTION 7. Effect of Amendment. Except as expressly amended by this
Amendment, the provisions of the Credit Agreement remain in full force and
effect.


                                       3


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written

                  UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a
                  Delaware limited partnership

                  By: UNIVERSAL CITY FLORIDA HOLDING CO. II, a
                      Florida general partnership, its general partner

                              By: UNIVERSAL CITY PROPERTY
                                  MANAGEMENT COMPANY II, a
                                  Delaware corporation, a general partner

                                  By: /s/ Michael J. Short
                                      -----------------------------------------
                                  Title:  Executive Vice President and Chief
                                          Financial Officer



                              By: BLACKSTONE UTP CAPITAL
                                  PARTNERS A L.P., a Delaware general
                                  partnership, a general partner

                              By: BLACKSTONE MEDIA
                                  MANAGEMENT ASSOCIATES III L.L.C.,
                                  a Delaware limited
                                  liability company, its general partner

                                  By: /s/ Neil Simpkins
                                      -----------------------------------------
                                      Title: Member




                         By:  BLACKSTONE UTP CAPITAL PARTNERS L.P.,
                              a Delaware general partnership, a general partner
                         By:  BLACKSTONE MEDIA MANAGEMENT
                              ASSOCIATES III L.L.C., a Delaware limited
                              liability company, its general partner

                              By: /s/ Neil Simpkins
                                  ----------------------------
                                  Title:   Member



                         By:  BLACKSTONE UTP OFFSHORE CAPITAL
                              PARTNERS L.P., a Delaware general partnership, a
                              general partner
                         By:  BLACKSTONE MEDIA MANAGEMENT
                              ASSOCIATES III L.L.C., a Delaware limited
                              liability company, its general partner

                              By: /s/ Neil Simpkins
                                  ----------------------------
                                  Title:   Member



                         By:  BLACKSTONE FAMILY MEDIA
                              PARTNERSHIP III L.P., a Delaware general
                              partnership, a general partner
                         By:  BLACKSTONE MEDIA MANAGEMENT
                              ASSOCIATES III L.L.C., a Delaware limited
                              liability company, its general partner

                              By: /s/ Neil Simpkins
                                  ----------------------------
                                  Title:   Member





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

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



                                    BANK OF AMERICA, N.A.

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



                                    THE BANK OF NOVA SCOTIA

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



                                    FIRST UNION NATIONAL BANK

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





                                    BANK OF MONTREAL

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



                                    HSBC BANK PLC

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



                                    ROYAL BANK OF CANADA

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



                                    NATIONAL WESTMINSTER BANK PLC

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





                                 THE INDUSTRIAL BANK OF JAPAN,
                                 LIMITED

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



                                 CREDIT SUISSE FIRST BOSTON

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

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



                                 GENERAL ELECTRIC CAPITAL
                                   CORPORATION

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



                                 THE FUJI BANK, LIMITED

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





                                    THE ROYAL BANK OF SCOTLAND PLC

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



                                    THE SANWA BANK LIMITED

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



                                    THE TORONTO-DOMINION BANK

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



                                    WESTDEUTSCHE LANDESBANK
                                    GIROZENTRALE, NEW YORK BRANCH

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

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




                                    CITIBANK, N.A.

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



                                    DRESDNER BANK AG, NEW YORK
                                    AND GRAND CAYMAN BRANCHES

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

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



                                    THE SUMITOMO BANK, LIMITED

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




                                    ABN AMRO BANK, N.V. NEW YORK BRANCH

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

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



                                    BNP PARIBAS

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

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



                                    CIBC INC.

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




                                    KBC BANK N.V.


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

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



                                    LANDESBANK BADEN-WURTTEMBERG

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

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



                                    THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION

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



                                    THE SAKURA BANK, LIMITED

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





                                    BANKERS TRUST COMPANY

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

EX-10.19

                                 AMENDMENT NO. 3

     AMENDMENT dated as of March 28, 2002 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (as heretofore amended, the "CREDIT
AGREEMENT") among UNIVERSAL CITY DEVELOPMENT PARTNERS, LP (the "BORROWER"), the
BANKS party thereto (the "BANKS") and JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank successor by merger to Morgan Guaranty Trust Company of New
York), as Administrative Agent and as Collateral Agent.

                                   WITNESSETH:

     WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

     SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

     SECTION 2. Financial Covenant Amendments. (a) The definition of EBITDA in
Section 1.01 of the Credit Agreement is hereby amended to read in its entirety
as follows:

         "EBITDA" means net income, after deducting all expenses and other
     proper charges except interest, income taxes, depreciation and amortization
     (including amortization of pre- opening expenses), and non-cash Universal
     Fees, in each case determined in accordance with GAAP, and eliminating (i)
     all earnings attributable to equity interests in other Persons unless
     actually received, (ii) all income arising from the forgiveness, adjustment
     or negotiated settlement of any indebtedness, (iii) any extraordinary item
     of gain or loss, (iv) interest income, (v) pre- opening expenses which
     would have been capitalized in accordance with GAAP as in effect at the
     date of the Existing



     Credit Agreements but not in accordance with GAAP as in effect at the
     Completion Date and (vi) fees and expenses incurred by the Borrower in
     connection with Amendment No. 3.

     (b) The following new definitions are added to Section 1.01 of the Credit
Agreement in appropriate alphabetical position:

     "AMENDMENT NO. 3" means Amendment No. 3 dated as of March 28, 2002 to this
Agreement.

     "ENHANCED COVENANT COMPLIANCE" means, as at any FQE, compliance with
Section 5.19 and, if such FQE is prior to FQE 3/04, such compliance shall be
achieved (i) without the benefit of Section 6.04 as applied to such FQE or any
prior FQE and (ii) on the basis of the compliance levels specified in Section
5.19(d).

     "MINIMUM REFINANCING MATURITY DATE" means the tenth day following delivery
by the Borrower of financial statements pursuant to Section 5.01 for FQE 3/04.

     "PERMITTED QUALIFICATION" means a qualification in a report of independent
public accountants delivered pursuant to Section 5.01(b) which such accountants
confirm in writing to the Administrative Agent would not be included but for the
amortization schedule for the Borrower's Indebtedness.

     "PERMITTED REFINANCING" means, with respect to the Fleet Agreement or the
First Union Agreement (or any successor Restricted Credit Facility entered into
in connection with a prior Permitted Refinancing), a refinancing thereof on
terms which are in the reasonable judgment of the Administrative Agent
substantially similar to (or otherwise no less favorable to the Borrower than)
those in the facility being refinanced, with a facility termination date not
earlier than the Minimum Refinancing Maturity Date. A Permitted Refinancing may
take the form of a subordinated term loan maturing not earlier than the Minimum
Refinancing Maturity Date, which term loan shall be subject to subordination
provisions reasonably satisfactory to the Administrative Agent and otherwise in
the reasonable judgment of the Administrative Agent on terms and conditions no
less favorable to the Banks than those of the facility being refinanced.

     "PERMITTED TERMINATION" means, with respect to any Restricted Credit
Facility, the termination of commitments thereunder at the scheduled final
termination date (or any other date on or after the Minimum Refinancing Maturity
Date) and the payment of any principal amount outstanding thereunder on the
scheduled final maturity date (or any other date on or after the Minimum

                                       2


Refinancing Maturity Date); provided that no such termination and repayment
shall be a Permitted Termination if effected on a date prior to the Minimum
Refinancing Maturity Date unless, not less than ten days prior to such
termination and repayment, the Borrower shall have delivered to the
Administrative Agent the financial statements and officer's certificate required
by Section 5.01(a) or (b) and 5.01(c) with respect to the then most recent FQE
demonstrating Enhanced Covenant Compliance.

     "RESTRICTED CREDIT FACILITY" means the First Union Agreement, the Fleet
Agreement and any successor facility entered into in a Permitted Refinancing of
the First Union Agreement or the Fleet Agreement (or of any successor Restricted
Credit Facility).

     (c) The table in Section 5.19(a) of the Credit Agreement is amended to read
in its entirety as follows:


          FQE 6/00 through FQE 9/01               9.50 to 1.00
          FQE 12/01                               9.00 to 1.00
          FQE 3/02 and FQE 6/02                   Not applicable
          FQE 9/02                                8.25 to 1.00
          FQE 12/02                               7.50 to 1.00
          FQE 3/03                                7.00 to 1.00
          FQE 6/03                                6.50 to 1.00
          FQE 9/03                                6.00 to 1.00
          FQE 12/03                               5.00 to 1.00
          FQE 3/04                                3.85 to 1.00
          FQE 6/04                                3.60 to 1.00
          FQE 9/04 and thereafter                 2.60 to 1.00

     (d) The table in Section 5.19(b) of the Credit Agreement is amended to read
in its entirety as follows:


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

                                       3


          FQE 3/04                                2.75 to 1.00
          FQE 6/04                                2.90 to 1.00
          FQE 9/04 and thereafter                 4.35 to 1.00

     (e) The table in Section 5.19(c) of the Credit Agreement is amended to read
in its entirety as follows:


          FQE 12/01                               1.00 to 1.00
          FQE 3/02 through FQE 12/03              Not applicable
          FQE 3/04 and FQE 6/04                   1.15 to 1.00
          FQE 9/04 and thereafter                 1.50 to 1.00

     (f) Subsections (a), (b) and (c) to Section 5.19 of the Credit Agreement
are amended by adding the phrase ", subject to subsection (d) below" following
the reference to "set forth below", respectively.

     (g) Section 5.19 of the Credit Agreement is amended by the addition of the
following new subsection (d):

         (d) If the Borrower proposes to effect a Permitted Termination, the
     compliance levels for determining whether Enhanced Covenant Compliance is
     achieved as at FQE 9/03 or FQE 12/03 shall be as follows:

          (x)   Funded Debt Ratio:


          FQE 9/03                                4.25 to 1.00
          FQE 12/03                               4.05 to 1.00

          (y)   Interest Coverage Ratio:


          FQE 9/03                                2.55 to 1.00
          FQE 12/03                               2.60 to 1.00

          (z)   Debt Service Coverage Ratio:


          FQE 9/03 and FQE 12/03                  1.15 to 1.00

     If the Borrower effects a Permitted Termination on the basis of Enhanced
     Covenant Compliance as at FQE 9/03 or FQE 12/03, then the compliance level
     for such FQE for purposes of the foregoing subsections (a), (b) and (c),
     and if such FQE is FQE 9/03, such compliance levels for FQE 12/03, shall
     automatically, without further action by any party hereto, be amended to be
     those set forth above for such FQE; provided that if a Permitted


                                       4


     Termination is made during the FQE 12/03, such Permitted Termination shall
     not be included in the calculation of the Debt Service Coverage Ratio as at
     FQE 12/03 (but will be included in any future calculation thereof).

     (h) Section 6.04 of the Credit Agreement is amended (i) by changing each
reference to "FQE 12/01" to "FQE 12/03," (ii) by changing the reference to "FQE
3/02" to "FQE 3/04" and (iii) by changing the reference to "Section 6.01(o)(ii)"
to "Section 6.01(c)(ii)."

     SECTION 3. Other Amendments. (a) Section 2.08(d) of the Credit Agreement is
amended (i) by adding the phrase "or pursuant to Section 5.20(a)(i) in
connection with the sale of a certain property described in Schedule I"
following the reference to "Section 2.08(c)(ii) above" in the first sentence and
(ii) by adding the phrase "(other than a prepayment pursuant to Section
5.20(a)(i) in connection with the sale of a certain property described in
Schedule I)" following the reference to "Section 2.09" in the last sentence.

     (b) Section 3.01 of the Credit Agreement is amended (i) by the addition of
the following new subsection (f):

         (f) in the case of a Working Capital Borrowing, the fact that an
     aggregate principal amount of Indebtedness is outstanding under the
     Restricted Credit Facilities not less than the then aggregate amount of the
     commitments thereunder;

and (ii) by replacing the phrase "(b), (c) and (d)" in the last sentence thereof
with the phrase "(b), (c), (d) and (f)".

     (c) Section 6.01 of the Credit Agreement is amended by the addition of the
following new clause (q):

         (q) First Union/Fleet Agreements

         (i) the Borrower shall make any payment of principal of Indebtedness
     under a Restricted Credit Facility, except (x) any such payment in
     connection with a Permitted Refinancing or a Permitted Termination or (y)
     if the Borrower is permitted to reborrow the amount of such payment under
     such Restricted Credit Facility, any such payment at a time when no Working
     Capital Loans are outstanding; or

         (ii) the Borrower shall suffer any reduction in the aggregate amount of
     the commitments under any Restricted Credit Facility except in connection
     with a Permitted Refinancing or a Permitted Termination; or


                                       5


         (iii) the Borrower shall have failed to secure, as to both of the First
     Union Agreement and the Fleet Agreement, by no later than October 31, 2003,
     either (x) extensions of the maturity and commitment termination dates to a
     date not earlier than March 1, 2004 or (y) a Permitted Refinancing thereof;
     provided that no Event of Default will arise under this clause (iii) if the
     Borrower notifies the Administrative Agent not later than October 31, 2003
     of its intention to effect a Permitted Termination of such Restricted
     Credit Facility; provided further that an Event of Default will be deemed
     to arise hereunder if the Borrower thereafter fails to effect the Permitted
     Termination specified in such notice.

     (d) Section 5.01(b) of the Credit Agreement is amended by the addition of
the following phrase at the end of the last sentence thereof: "; provided that
such reports of independent certified public accountants as to FQE 12/02 and FQE
12/03 may include a Permitted Qualification."

     (e) Section 5.24 of the Credit Agreement is amended by the addition of the
following phrase at the end of the last sentence therein: "; provided that the
proceeds of the Working Capital Loans shall not be used to make any payment of
principal of Indebtedness under any Restricted Credit Facility except in
connection with a Permitted Termination thereof."

     (f) Section 7.01 and the following definitions are amended by replacing
each reference to "Morgan Guaranty Trust Company of New York" with "JPMorgan
Chase Bank (formally known as The Chase Manhattan Bank successor by merger to
Morgan Guaranty Trust Company of New York)": "Administrative Agent", "Collateral
Agent", "Federal Funds Rate", "Prime Rate" and "Reference Banks".

     (g) Schedule C and Schedule D hereto are substituted as Schedule C and
Schedule D, respectively, to the Credit Agreement.

     (h) Schedule I hereto is added as Schedule I to the Credit Agreement.

     SECTION 4. Pricing Schedule. The Pricing Schedule is amended to read in its
entirety as set forth in the attached Pricing Schedule.

     SECTION 5. Representations of the Borrower.

     (a) Section 4.03(b) of the Credit Agreement is hereby amended to delete the
reference to "April 1, 2000" appearing therein and substituting in lieu thereof
a reference to "December 31, 2001".

                                       6


     (b) The Borrower represents and warrants that as of the Amendment No. 3
Effective Date and after giving effect hereto (i) the representations and
warranties of the Borrower set forth in Article 4 of the Credit Agreement and
Sections 3, 6 and 8 of the Security Agreement dated as of July 27, 2000 and
amended as of the date hereof between the Borrower and JPMorgan Chase Bank, as
Collateral Agent, shall be true in all material respects and (ii) no Default
shall have occurred and be continuing.

     SECTION 6. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 8. Effectiveness. This Amendment shall become effective on the date
(the "AMENDMENT NO. 3 EFFECTIVE DATE") when each of the following conditions is
satisfied:

     (a) receipt by the Administrative Agent from each of the Borrower and Banks
comprising the Required Banks of a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof;

     (b) receipt by the Administrative Agent of $50,000,000 to be applied
substantially simultaneously with the receipt thereof as prepayment of Term
Loans or Working Capital Loans or both, as the Borrower may elect, such
prepayment to be funded by a substantially simultaneous cash contribution of
equity capital to the Borrower by its partners or their Affiliates (the parties
hereby agree that to the extent such prepayment is of the Term Loans, the amount
thereof will be applied to subsequent Term Loan Installment Amounts in forward
order of maturity or as the Borrower may otherwise elect by notice to the
Administrative Agent not later than the Amendment No. 3 Effective Date),
provided that the Borrower may elect to defer satisfaction of the condition
specified in this subsection (b) to a date not later than April 15, 2002 by
notice to the Administrative Agent to that effect, in which event (i) the
Amendment No. 3 Effective Date will occur, and this Amendment shall become
effective on the date on which each of the other conditions specified in this
Section 8 is satisfied and (ii) in the event that the condition specified in
this subsection (b) is not satisfied on or prior to April 15, 2002, then this
Amendment shall cease to be effective, and for purposes of determining whether
an Event of Default exists under the Credit Agreement shall be deemed never to
have been effective;


                                       7


     (c) receipt by the Administrative Agent of payment of (i) an amendment fee
for the account of each Bank which shall have approved this Amendment on or
prior to March 27, 2002 in an amount equal to 0.25% of such Bank's Total
Exposure (after giving effect to any prepayment of the Term Loans on such date)
and (ii) all fees and expenses invoiced not less than two Domestic Business Days
prior to the Amendment No. 3 Effective Date payable by the Borrower in
connection with this Amendment pursuant to Section 9.03 of the Credit Agreement
or otherwise;

     (d) receipt by the Administrative Agent of an instrument or instruments in
form and substance reasonably satisfactory to the Administrative Agent pursuant
to which the license to the Borrower of Intellectual Property Rights pursuant to
the Borrower's Partnership Agreement is confirmed;

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

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

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

provided that the Amendment No. 3 Effective Date shall have occurred on or
before March 31, 2002.

     SECTION 9. Effect of Amendment. Except as expressly amended by this
Amendment, the provisions of the Credit Agreement remain in full force and
effect.


                                       8


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written.

         UNIVERSAL CITY DEVELOPMENT PARTNERS, LP, a Delaware
         limited partnership

         By:  UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida
              general partnership, its general partner

                    By:  UNIVERSAL CITY PROPERTY
                         MANAGEMENT COMPANY II, a Delaware
                         corporation, a general partner

                         By: /s/ Michael J. Short
                             ------------------------------------------
                         Title:  Vice President



                    By:  BLACKSTONE UTP CAPITAL PARTNERS A L.P.,
                         a Delaware general partnership, a general partner

                    By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.,
                         a Delaware limited liability company, its general
                         partner

                         By: /s/ Neil P. Simpkins
                             ------------------------------------------
                             Title:  Member



                        By:  BLACKSTONE UTP CAPITAL PARTNERS L.P.,
                             a Delaware general partnership, a general partner

                        By:  BLACKSTONE MEDIA MANAGEMENT
                             ASSOCIATES III L.L.C., a Delaware limited
                             liability company, its general partner

                             By: /s/ Neil P. Simpkins
                                 ------------------------------------------
                             Title:  Member



                        By:  BLACKSTONE UTP OFFSHORE CAPITAL
                             PARTNERS L.P., a Delaware general partnership, a
                             general partner

                        By:  BLACKSTONE MEDIA MANAGEMENT
                             ASSOCIATES III L.L.C., a Delaware limited
                             liability company, its general partner

                             By: /s/ Neil P. Simpkins
                                 ------------------------------------------
                             Title:  Member



                        By:  BLACKSTONE FAMILY MEDIA
                             PARTNERSHIP III L.P., a Delaware general
                             partnership, a general partner

                        By:  BLACKSTONE MEDIA MANAGEMENT
                             ASSOCIATES III L.L.C., a Delaware limited
                             liability company, its general partner

                             By: /s/ Neil P. Simpkins
                                 ------------------------------------------
                             Title:  Member







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


                                    By: /s/ John P. McDonagh
                                        -------------------------------------
                                    Title:  Managing Director



                                    BANK OF AMERICA, N.A.


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



                                    THE BANK OF NOVA SCOTIA


                                    By: /s/ Mark Sparrow
                                        -------------------------------------
                                    Title:  Director



                                    FIRST UNION NATIONAL BANK


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




                                    BANK OF MONTREAL


                                    By: /s/ Jack J. Kane
                                        -------------------------------------
                                    Title:  Vice President



                                    HSBC BANK PLC


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



                                    ROYAL BANK OF CANADA


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



                                    NATIONAL WESTMINSTER BANK PLC


                                    By: /s/ John Storey
                                        -------------------------------------
                                    Title:  Director, Risk Management
                                            Structured Finance







                                    THE INDUSTRIAL BANK OF JAPAN,
                                    LIMITED


                                    By: /s/ Steve Savoldelli
                                        -------------------------------------
                                    Title:  Vice President & Manager



                                    CREDIT SUISSE FIRST BOSTON


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


                                    By: /s/ Jay Chall
                                        -------------------------------------
                                    Title:  Director



                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    By: /s/ Gregory Hong
                                        -------------------------------------
                                    Title:  Duly Authorized Signatory



                                    THE FUJI BANK, LIMITED


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



                               THE ROYAL BANK OF SCOTLAND PLC


                               By: /s/ John Storey
                                   ---------------------------------------
                               Title:  Director, Risk Management
                                       Structured Finance



                               UFJ BANK LIMITED
                               (F/K/A THE SANWA BANK LIMITED)


                               By: /s/ Laurance J. Bressler
                                   ---------------------------------------
                               Title:  Senior Vice President and Group Co-Head



                               THE TORONTO-DOMINION BANK


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



                               WESTDEUTSCHE LANDESBANK
                               GIROZENTRALE, NEW YORK BRANCH


                               By: /s/ Lucie L. Guernsey
                                   ---------------------------------------
                               Title:  Director


                               By: /s/ Lisa Walker
                                   ---------------------------------------
                               Title:  Associate Director




                                    CITIBANK, N.A.


                                    By: /s/ Robert F. Parr
                                        -------------------------------------
                                    Title:  Managing Director



                                    DRESDNER BANK AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES


                                    By: /s/ John A. Ramelli
                                        -------------------------------------
                                    Title:  Vice President


                                    By: /s/ Brian Smith
                                        -------------------------------------
                                    Title:  Director



                                    SUMITOMO MITSUI BANKING CORPORATION
                                    (formerly known as The Sumtomo Bank, Limited
                                    and successor by merger to The Sakura Bank,
                                    Limited)


                                    By: /s/ David A. Buck
                                        -------------------------------------
                                    Title:  Senior Vice President






                                    ABN AMRO BANK N.V., NEW YORK
                                    BRANCH


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


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



                                    BNP PARIBAS


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


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


                                    CIBC INC.


                                    By: /s/ Dominic Sorresso
                                        ----------------------------------------
                                    Title:  Executive Director
                                            CIBC World Markets Corp., as Agent






                                    KBC BANK N.V.

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


                                    By: /s/ Eric Raskin
                                        ----------------------------------------
                                    Title:  Vice President



                                    LANDESBANK BADEN-WURTTEMBERG


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


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



                                    THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION


                                    By: /s/ Yasushi Ishikawa
                                        ----------------------------------------
                                    Title:  Senior Vice President





                                    BANKERS TRUST COMPANY


                                    By: /s/ Clay Desjardine
                                        ----------------------------------------
                                    Title:  Managing Director







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


                                    By: /s/ John P. McDonagh
                                        ----------------------------------------
                                    Title:  Managing Director





                                PRICING SCHEDULE

     "BASE RATE MARGIN" means (i) for any date prior to the Repricing Date, (x)
if such day as prior to FQE 12/02, 1.25% and (y) if such day is on or after FQE
12/02, 1.50% and (ii) for any date on or after the Repricing Date, 3.00%.

     "EURO-DOLLAR MARGIN" means (i) for any date prior to the Repricing Date,
(x) if such day is prior to FQE 12/02, 2.25% and (y) if such day is on or after
12/02 FQE, 2.50% and (ii) for any date on or after the Repricing Date, 4.00%.

     "REPRICING DATE" means the earlier of (i) FQE 06/03 and (ii) the last day
of the third consecutive fiscal quarter ending after the Amendment No. 1
Effective Date in respect of which the Funded Debt Ratio is 5.00 to 1.00 or
less; provided that the changes made in the Amendment No. 3 to the definition of
EBITDA shall not be reflected in such calculation.











                                                                      SCHEDULE C

                                PROJECT DOCUMENTS

1.   SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL
     CITY DEVELOPMENT PARTNERS, LP (as amended from time to time, the "Borrower
     Partnership Agreement") dated as of July 27, 2000, by and between Universal
     City Florida Holding Co. II, a Florida general partnership, as general
     partner, and Universal City Florida Holding Co. I, a Florida general
     partnership, as limited partner.

2.   SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL
     CITY FLORIDA HOLDING CO. II (as amended from time to time, the "Holdings II
     Partnership Agreement") dated as of July 27, 2000 among Blackstone UTP
     Capital Partners L.P. ("Blackstone UTP"), a Delaware limited partnership,
     Blackstone UTP Capital Partners A L.P. ("Blackstone UTP A"), a Delaware
     limited partnership, Blackstone UTP Offshore Capital Partners L.P.
     ("Blackstone Offshore"), a Cayman Islands exempted limited partnership and
     Blackstone Family Media Partnership III L.P., a Delaware limited
     partnership ("Blackstone FMP and, together with Blackstone UTP, Blackstone
     UTP A and Blackstone Offshore, the "Blackstone Partners") and Universal
     City Property Management Company II, a Delaware corporation.

3.   SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL
     CITY FLORIDA HOLDING CO. I (as amended from time to time, the "Holdings I
     Partnership Agreement") dated as of July 27, 2000, between the Blackstone
     Partners and Universal City Property Management Company, a Delaware
     corporation.

4.   AMENDED AND RESTATED PARTNERS' AGREEMENT (as amended from time to time,
     "Partners Agreement") dated as of July 27, 2000, by and between (a) the
     Blackstone Partners and (b) the Universal Studios Inc., and Universal City
     Property Management Company and Universal City Management Company II.

5.   AGREEMENT (the "***Agreement") dated as of January 20, 1987 between
     ***and Universal City Florida Partners.(1)

- --------
 (1)   Delivered to Agents' special counsel.





                                                                      SCHEDULE D


                               LICENSE AGREEMENTS


1.   Studio License Agreement dated as of October 31, 1995 by and among MCA
     INC., Universal City Studios, Inc. ("UCS"), Universal City Property
     Management Company and Universal City Florida Partners.

2.   Assignment and Assumption of Obligations dated August 3, 1988 from
     Universal City Property Management Company to Studio.

3.   Limited Assignment and Assumption of Obligations dated May 30, 1989 from
     MCA INC. and UCS to Studio.

4.   Second Limited Assignment and Assumption of Obligations dated October 6,
     1989 from MCA INC. and UCS to Studio.

5.   Third Limited Assignment and Assumption of Obligations dated May 1, 1990
     from UCS to Studio.

6.   Islands License Agreement dated as of October 31, 1995 by and among MCA
     INC., Universal City Studios, Inc., Universal City Property Management
     Company II and Universal City Development Partners.

7.   License Agreement dated as of March 28, 2002 by and among Universal
     Studios, Inc., Universal City Studios, Inc., Universal City Property
     Management Company II and Universal City Development Partners, LP.




                                                                      SCHEDULE I


PARCEL A

Lot 5 of UNIVERSAL CITY WEST, according to the Plat thereof, as recorded in Plat
Book 38, Pages 13 and 14, Public Records of Orange County, Florida

LESS AND EXCEPT:

That certain portions of Lot 5 of UNIVERSAL CITY WEST, according to the Plat
thereof, as recorded in Plat Book 38, Pages 13 and 14, Public Records of Orange
County, Florida as graphically depicted on EXHIBIT "A-1" attached hereto and
incorporated herein by this reference.

TOGETHER WITH:

PARCEL B

Lot 12A of UNIVERSAL CITY FLORIDA, according to the Plat thereof, as recorded in
Plat Book 35, Pages 84 and 87, Public Records of Orange County, Florida




                                                                       EXHIBIT A


                        SUPPLEMENTAL COLLATERAL DOCUMENTS

1.   Amendment dated as of March 28, 2002 to Security Agreement dated as of July
     25, 2000 in substantially the form of Exhibit C hereto.

2.   Deposit Account Control Agreements (as defined in the Security Agreement).

3.   Copyright Security Agreements (as defined in the Security Agreement).






                                                                       EXHIBIT B


                               OPINION COVERAGE OF
                            COUNSEL FOR THE BORROWER

     (a). The Borrower (a) is a limited partnership duly formed and validly
existing in good standing as a limited partnership under the Delaware Revised
Uniform Limited Partnership Act (the "Delaware Act"), (b) has requisite
partnership power and authority to conduct its business as described in its
partnership agreement and (c) to the knowledge of counsel, has all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, other than licenses, authorizations, consents and
approvals, the failure to obtain which could not reasonably be expected to have
a Material Adverse Effect.

     (b). The execution and delivery and performance by the Borrower of
Amendment No. 3, the Amendment to the Security Agreement, the Deposit Account
Control Agreements and the Copyright Security Agreements (collectively, the
"Amendment Documents") (a) are within the Borrower's powers under the Delaware
Act and its partnership agreement, (b) have been duly authorized by requisite
partnership action on the part of the Borrower under the Delaware Act and its
partnership agreement, (c) require no consent, approval, authorization, order,
filing, registration or qualification of or with any Federal or New York
governmental agency or body or any Delaware governmental or administrative body
and (d) do not contravene, or constitute a default under, any provision of
applicable law or regulation or of any Project Document or, to the knowledge of
counsel, of any agreement, judgment, injunction, order, decree or other material
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower, other than any such contravention or
default which could not reasonably be expected to have a Material Adverse
Effect.

     (c). Each of the Amendment Documents constitutes a valid and binding
agreement of the Borrower and each Note constitutes a valid and binding
obligation of the Borrower, in each case enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

     (d). The Security Agreement, as amended by the Amendment dated as of the
even date hereof, and the Copyright Security Agreements create in favor of the
Collateral Agent for the benefit of the Banks a security interest in the
collateral described therein.



     (e). Upon the filing of the Copyright Security Agreements in the United
States Copyright Office, the Collateral Agent will have a perfected security
interest for the benefit of the Banks in the Recordable Intellectual Property to
the fullest extent permitted by applicable law.







                                                                       EXHIBIT C


                        [AMENDMENT TO SECURITY AGREEMENT]

EX-10.20

                                 AMENDMENT NO. 4

     AMENDMENT dated as of March 28, 2003 to the Amended and Restated Credit
Agreement dated as of November 5, 1999 (as heretofore amended, the "CREDIT
AGREEMENT") among UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. (the "BORROWER"),
the BANKS party thereto (the "BANKS") and JPMORGAN CHASE BANK, as Administrative
Agent and as Collateral Agent.

                                   WITNESSETH:

     WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

     Section 1 . Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

     Section 2 . Changes and Additions to Definitions. (a) The following new
definitions are added to Section 1.01 of the Credit Agreement in appropriate
alphabetical position:

     "ADDITIONAL CREDIT AGREEMENT" has the meaning set forth in the Security
Agreement.

     "AMENDMENT NO. 4" means Amendment No. 4 dated as of March 28, 2003 to this
Agreement.

     "AMENDMENT NO. 4 EFFECTIVE DATE" means the date on which Amendment No. 4
becomes effective in accordance with its terms.

     "FINANCE SUBSIDIARY" means a Subsidiary of the Borrower formed for the sole
purpose of acting as co-issuer in a Qualifying Debt Incurrence.

     "QUALIFYING DEBT INCURRENCE" means the issuance of unsecured debt
securities of the Borrower and the Finance Subsidiary having a maturity of five

                                       1


years or more substantially simultaneously with the Amendment No. 4 Effective
Date.

     "SECURITY AGREEMENT" means the Security Agreement dated as of June 27, 2000
between the Borrower and the Collateral Agent.

     (b) The following definitions are deleted from Section 1.01 of the Credit
Agreement: "Enhanced Covenant Compliance", "Permitted Refinancing", "Permitted
Termination" and "Restricted Credit Facility".

     (c) The amount "$3,000,000" in the definition of Allowed Multiple is
changed to "$2,000,000."

     (d) The definition of "EBITDA" in Section 1.01 of the Credit Agreement is
amended by the addition of the following sentence:

     For avoidance of doubt, cash payments of all Universal Fees shall be
     deducted as a cash expense in the fiscal quarter ended immediately prior to
     the date of payment.

     (e) The definition of "Excess Cash Flow" in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:

         "EXCESS CASH FLOW" means, for any period, (i) net income for such
     period (exclusive of (x) extraordinary items of gain or loss and (y) gain
     or loss on sales of assets outside the ordinary course of business), plus
     (ii) depreciation, amortization and other similar non-cash items deducted
     in determining such net income, less (iii) any non-cash items of income
     included in such net income, less (iv) Capital Expenditures (other than
     Capital Expenditures for Construction Costs exceeding $10,000,000) for such
     period, less (v) Scheduled Amortization for such period (excluding
     Scheduled Amortization of the Term Loans prior to March 31, 2004), less
     (vi) Universal Fees accrued as an expense prior to such period and paid
     during such period, less (vii) any Hypothetical Income Tax paid or to be
     paid pursuant to Section 5.18(a)(i) with respect to such period, less
     (viii) any Restricted Payment made or to be made pursuant to Section
     5.18(a)(ii) with respect to such period, less (ix) any increase in Net
     Working Capital during such period, less (x) optional prepayments of the
     Term Loans made during such period (excluding any such prepayments required
     to be made under 5.14(g), 5.20 or 6.04), plus (xi) any decrease in Net
     Working Capital during such period, plus (xii) Universal Fees accrued as an
     expense but not paid during such period.

     (f) The definition of "Interest" in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:

                                       2


         "INTEREST" means, for any period, interest expense for such period
     (excluding amortization of debt discount, debt issuance expense, hedging
     costs and interest on Subordinated Debt, in each case to the extent such
     amounts would otherwise be included in interest expense for such period),
     plus to the extent not otherwise reflected therein, capitalized interest
     incurred during such period (excluding for this purpose capitalized
     interest incurred by Islands prior to the Completion Date) and minus to the
     extent not otherwise deducted therefrom, interest income for such period.

     (g) Each reference to "Universal City Development Partners, LP" in the
Credit Agreement is replaced with "Universal City Development Partners, Ltd.
(successor by merger to Universal City Development Partners, LP").

     (h) Section 1.02(a) of the Credit Agreement is amended to read in its
entirety as follows:

         (a) Unless otherwise specified herein, all accounting terms used herein
     shall be interpreted, all accounting determinations hereunder shall be
     made, and all financial statements required to be delivered hereunder shall
     be prepared in accordance with GAAP, applied on a basis consistent (except
     for changes concurred in by the Borrower's independent public accountants)
     with the most recent audited financial statements of the Borrower delivered
     to the Banks; provided that, if the Borrower notifies the Administrative
     Agent that the Borrower wishes to amend any provision hereof to eliminate
     the effect of any change in GAAP (or if the Administrative Agent notifies
     the Borrower that the Required Banks wish to amend any provision hereof for
     such purpose), then such provision shall be applied on the basis of GAAP in
     effect immediately before the relevant change in GAAP became effective,
     until either such notice is withdrawn or such provision is amended in a
     manner satisfactory to the Borrower and the Required Lenders.

     (i) Section 1.02(b) of the Credit Agreement is amended by adding the phrase
", Amendment No. 4, Additional Credit Agreement and Qualifying Debt Incurrence"
immediately after the phrase "Amendment No. 1" therein.

     Section 3. Amendments. (a) The figure "0.35%" in Section 2.04(b) of the
Credit Agreement is changed to "0.50%".

     (b) Section 2.08(c)(iii) of the Credit Agreement is amended to read in its
entirety as follows:

         (iii) Beginning with the fiscal year ending FQE 12/03, the Borrower
     shall prepay the Term Loans in an aggregate principal amount equal to 50%
     of the Excess Cash Flow for such fiscal year as follows: (A)


                                       3


     one-half of such amount shall be paid no later than 120 days following the
     last day of such fiscal year and (B) one-half of such amount shall be paid
     no later than the end of the third fiscal quarter of the next succeeding
     fiscal year. The Borrower shall give the Administrative Agent not less than
     three Euro-Dollar Business Days' notice of each prepayment required
     pursuant to this paragraph.

     (c) Section 2.08(d) of the Credit Agreement is amended to read in its
entirety as follows:

         (d) Application of Prepayments. Any optional or mandatory prepayment of
     Term Loans on or after the Amendment No. 4 Effective Date shall be applied
     to reduce the amount of subsequent Term Loan Installment Amounts in forward
     order of maturity.

     (d) Section 3.01 of the Credit Agreement is amended by (i) the addition of
the word "and" at the end of subsection (d), (ii) the deletion of the word "and"
at the end of subsection (e), (iii) the substitution of a period for the
semicolon at the end of subsection (e), (iv) the deletion of subsection (f) and
(v) replacing the phrase "(b), (c), (d) and (f)" in the last sentence thereof
with the phrase "(b), (c) and (d)".

     (e) Section 4.01(a) of the Credit Agreement is amended by replacing a
reference therein to the term "Delaware" to the term "Florida".

     (f) Section 4.02(a) of the Credit Agreement is amended to read in its
entirety as follows:

         (a) No Conflict. The execution, delivery and performance by the
     Borrower of the Loan Documents to which it is a party and the issuance,
     delivery and payment of the Notes do not and could not reasonably be
     expected to (i) violate any provision of law applicable to the Borrower, or
     any order, judgment or decree of any court or other agency of government
     binding on the Borrower, other than any such violation that does not have
     and could not reasonably be expected to have a Material Adverse Effect,
     (ii) violate any provision of any Project Document, other than any such
     violation that does not have and could not reasonably be expected to have a
     Material Adverse Effect, (iii) conflict with, result in a breach of, or
     constitute (with due notice or lapse of time or both) a default under any
     Contractual Obligation of the Borrower, other than any such conflict,
     breach or default that does not have and could not reasonably be expected
     to have a Material Adverse Effect, (iv) result in or require the creation
     or imposition of any Lien upon any of the properties or assets of the
     Borrower, other than those created by the Collateral Documents or permitted
     by this Agreement, or (v) require any approval of stockholders

                                       4


     or partners or any approval or consent of any Person under any Contractual
     Obligation of the Borrower, other than approvals or consents which have
     been obtained or approvals or consents, the failure to obtain which does
     not have and could not reasonably be expected to have a Material Adverse
     Effect.

     (g) Section 5.01(b) of the Credit Agreement is amended by (i) the deletion
of the phrase "as to FQE 12/02 and FQE 12/03" in the proviso and (ii) the
addition of the following proviso at the end thereof:

     ; provided further that such reports of independent public accountants as
     to FQE 12/02 will be substantially the same as those delivered in
     connection with Qualified Debt Incurrence (it being understood with respect
     to the fiscal year ending as of FQE 12/02, comparative figures for the
     prior year will not be included in the report of the current certified
     public accountants).

     (h) Section 5.01(d) of the Credit Agreement is amended by (i) deleting the
word "and" immediately preceding "(ii)" and (ii) adding the following additional
clause thereto:

     and (iii) together with each delivery of financial statements pursuant to
     subdivision (a) above for each fiscal year ending on or after FQE12/03, a
     calculation of Excess Cash Flow for such fiscal year;".

     (i) The heading and text of Section 5.07 of the Credit Agreement are
deleted, and replaced with "[Reserved.]"

     (j) Section 5.14 of the Credit Agreement is amended to read in its entirety
as set forth below:

         Section 5.14. Indebtedness. The Borrower will not, directly or
     indirectly, create, incur, assume, guaranty, or otherwise become or remain
     directly or indirectly liable with respect to, any Indebtedness, except:

         (a) Indebtedness of the Borrower under the Loan Documents;

         (b) Indebtedness that is subordinated to the Obligations of the
     Borrower pursuant to the Subordination Agreement; provided that any such
     Indebtedness shall be owed exclusively to the partners in the Borrower;

         (c) Indebtedness not otherwise permitted by this Section, provided that
     the sum (without duplication) outstanding at any time of (i) the aggregate
     principal amount of such Indebtedness, (ii) the aggregate

                                       5


     amount of Contingent Obligations permitted by Section 5.17(c), (iii) the
     aggregate amount secured by Liens permitted by Section 5.15(i) and (iv) the
     aggregate unrecovered amount of Investments under Section 5.16(f), shall
     not exceed $84,000,000;

         (d) Indebtedness secured by Liens permitted by Section 5.15(i);

         (e) Tax Indebtedness not otherwise permitted, provided that such
     Indebtedness has a weighted average life to maturity greater than the then
     remaining weighted average life to maturity of the Term Loans;

         (f) Indebtedness under the Additional Credit Facility in an aggregate
     principal amount not to exceed $50,000,000; and

         (g) Indebtedness arising from a Qualifying Debt Incurrence;

     provided, in the case of the incurrence of any Indebtedness under
     subsection (e) or (g) above, that simultaneously with the incurrence of
     such Indebtedness an amount not less than the amount of the proceeds
     thereof, net of costs in connection with the issuance thereof, this
     Amendment No. 4 and the Additional Credit Agreement and, in the case of
     subsection (g) above, net of (x) up to $50,000,000 required to prepay the
     Fleet Agreement and the First Union Agreement and (y) at the election of
     the Borrower, cash retained by it to the extent necessary to increase its
     aggregate cash and cash equivalents, as of the Amendment No. 4 Effective
     Date and after giving effect to the transactions on such date, by an amount
     not exceeding $50,000,000 (plus the aggregate amount of Scheduled
     Amortization of the Term Loans actually paid subsequent to December 31,
     2002 and prior to the Amendment No. 4 Effective Date), is applied as an
     optional prepayment of the Term Loans.

     (k) Section 5.18 is amended to read in its entirety as follows:

         Section 5.18. Restricted Payments; Universal Fees.

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

                                       6


     payment of Universal Fees in respect of such fiscal year) is 3.50 to 1.00
     or less, an additional amount up to 50% of Excess Cash Flow for such fiscal
     year and (ii) make additional Restricted Payments in an aggregate amount up
     to $45,000,000.

          (b) The Borrower will not, directly or indirectly, pay or set apart
     any sum for Universal Fees, other than Universal Fees in respect of the
     Studio Theme Park accrued before July 1, 2000, it being understood that
     Universal Fees will continue to accrue in accordance with the applicable
     provisions of the Project Documents provided that if at the time of payment
     no Event of Default (and to the actual knowledge of all Authorized
     Officers, no Default) shall have occurred and be continuing, the Borrower
     may make payment in cash of Universal Fees (including for the purposes of
     this Section 5.18(b), all interest accrued in connection therewith) in
     respect of the Studio Theme Park as follows: (i) if at the end of any
     fiscal quarter, the Funded Debt Ratio (calculated after giving effect to
     such payment of Universal Fees) is 5.00 to 1.00 or less but more than 4.00
     to 1.00, the Borrower may pay in cash such Universal Fees accrued during
     such fiscal quarter (but not any prior period) and (ii) if at the end of
     any fiscal quarter the Funded Debt Ratio (calculated after giving effect to
     such payment of Universal Fees) is 4.00 to 1.00 or less, the Borrower may
     pay in cash Universal Fees currently or previously accrued.

         (c) The Borrower will not change or suffer to be changed the formula
     for calculation of Universal Fees from that in effect on December 31, 2002
     without the prior written consent of the Required Banks.

     (l) The table in Section 5.19(a) of the Credit Agreement is amended to read
in its entirety as follows:

         FQE 12/02                                   7.50 to 1.00
         FQE 3/03 through FQE 12/03                  7.00 to 1.00
         FQE 3/04 through FQE 9/04                   6.50 to 1.00
         FQE 12/04 through FQE 3/05                  6.00 to 1.00
         FQE 6/05                                    5.75 to 1.00
         FQE 9/05                                    5.25 to 1.00
         FQE 12/05                                   5.00 to 1.00
         FQE 3/06                                    4.75 to 1.00
         FQE 6/06                                    4.50 to 1.00
         FQE 9/06                                    4.00 to 1.00
         FQE 12/06                                   3.50 to 1.00
         FQE 3/07 and thereafter                     3.00 to 1.00

                                       7


     (m) The table in Section 5.19(b) of the Credit Agreement is amended to read
in its entirety as follows:

         FQE 12/02                               1.75 to 1.00
         FQE 3/03 through FQE 12/03              1.50 to 1.00
         FQE 3/04 through FQE 12/04              1.55 to 1.00
         FQE 3/05 through FQE 12/05              1.60 to 1.00
         FQE 3/06 through FQE 6/06               1.65 to 1.00
         FQE 9/06 through FQE 12/06              1.75 to 1.00
         FQE 3/07 and thereafter                 2.00 to 1.00

     (n) The heading and text of Section 5.19(c) of the Credit Agreement are
deleted and replaced with "[Reserved.]"

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

         (d) Significant Event. In the event that, for any fiscal quarter ending
     not later than FQE 12/06 (the "affected quarter"), there is (i) a 12%
     decrease in attendance at the Theme Parks from the attendance in the
     corresponding fiscal quarter of the prior fiscal year (the "prior-year
     quarter") and (ii) a major terrorist activity or an armed conflict
     involving US military has occurred or is occurring during such fiscal
     quarter or the immediately preceding fiscal quarter, the Borrower will have
     the option, exercisable by written notice to the Banks through the
     Administrative Agent not later than seven days following the end of the
     affected quarter (the "notice date"), to substitute in lieu of the
     Applicable EBITDA for the affected quarter (and, if the Borrower so elects
     and subject to satisfying the liquidity test described below, the
     immediately following fiscal quarter) the Applicable EBITDA for the
     prior-year quarter (and the immediately following quarter in the prior
     year) for purposes of calculation of the Funded Debt Ratio and the Interest
     Coverage Ratio as at any date for which such calculation would otherwise
     include the affected quarter (or the immediately following quarter). In the
     event the Borrower exercises this right, it shall make appropriate
     representatives available to meet or conduct a conference call with the
     Banks in New York City or Orlando (or another location mutually determined
     by the Borrower and the Administrative Agent) not later than seven days
     following the notice date to discuss with Banks the factors giving rise to
     such decrease in attendance and their continuing effects, if any. The right
     of the Borrower under this subsection (d) is subject to the further
     limitations that (i) such right may be exercised on only one occasion and
     (ii) in order to exercise this right with respect to the fiscal quarter
     immediately following the affected quarter, the Borrower shall have
     delivered to the Banks through the Administrative Agent a certificate of an
     Authorized Officer to the effect that, at the end of

                                       8


     the affected quarter it has liquidity in the form of unrestricted cash
     balances (including balances in deposit accounts subject to a Deposit
     Account Control Agreement (as defined in the Security Agreement)), undrawn
     Working Capital Commitments and undrawn availability under the Additional
     Credit Agreement in an aggregate amount of not less than $40,000,000
     through working capital management practices consistent with its past
     practices and (iii) such substitution shall not be effective for purposes
     of determining whether Restricted Payments or Universal Fees may be paid in
     accordance with Section 5.18.

     (p) Section 5.23 of the Credit Agreement is amended to read in its entirety
as follows:

         Section 5.23. Capital Expenditures. The Capital Expenditures of the
     Borrower for any period of eight consecutive fiscal quarters shall not be
     more than $200,000,000.

     (q) Section 5.24 of the Credit Agreement is amended by replacing the second
sentence thereof with the following:

     The proceeds of the Working Capital Loans will be used by the Borrower for
     general corporate purposes and working capital purposes (including
     repayment of Indebtedness and payment of Restricted Payments otherwise
     permitted hereunder).

     (r) Section 5.26 of the Credit Agreement is amended (i) by deleting the
word "and" immediately prior to "(iv)" and (ii) adding the phrase "and (v)
documents with respect to the Qualifying Debt Incurrence" at the end thereof.

     (s) Section 6.01(q) of the Credit Agreement is amended to read in its
entirety as follows:

         (q)  Finance Subsidiary

         Finance Subsidiary shall own any assets, incur any Indebtedness or
     engage in any trade or business other than as required for its organization
     and continuing existence as a co-issuer of Qualifying Debt Incurrence.

     (t) Section 6.04 of the Credit Agreement is amended (i) by changing each
reference to "FQE 12/03" to "FQE 12/06" and (ii) by changing the reference to
"FQE 3/04" to "FQE 3/07".

     (u) Section 9.06 of the Credit Agreement is amended to read in its entirety
as follows:

                                       9


         Section 9.06. Successors and Assigns. (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, except that (i) the
     Borrower may not assign or otherwise transfer any of its rights under this
     Agreement without the prior written consent of all Banks and (ii) no Bank
     may assign or otherwise transfer any of its rights under this Agreement
     except in accordance with the further provisions of this Section 9.06.

          (b) Subject to the further provisions of this Section 9.06, any Bank
     may at any time grant to one or more banks or other financial institutions
     (each a "PARTICIPANT") participating interests in its Commitments and its
     Loans. In the event of any such grant by a Bank of a participating interest
     to a Participant, such Bank shall remain responsible for the performance of
     its obligations hereunder, and the Borrower and the Agents shall continue
     to deal solely and directly with such Bank in connection with such Banks'
     rights and obligations under this Agreement. Any agreement pursuant to
     which any Bank may grant such a participating interest shall provide that
     such Bank shall retain the sole right and responsibility to enforce the
     obligations of the Borrower hereunder or to exercise any rights as a Bank
     hereunder including, without limitation, the right to approve any
     amendment, modification or waiver of any provision of the Loan Documents;
     provided that such participation agreement may provide that such Bank will
     not agree to any modification, amendment or waiver of this Agreement
     described in clause (i), (ii), (iii) or (iv) of Section 9.05 without the
     consent of the Participant. Subject to subsection (f) below, the Borrower
     agrees that each Participant shall, to the extent provided in its
     participation agreement, be entitled to receive payments under Article 8
     with respect to its participating interest.

         (c) Subject to the further provisions of this Section 9.06, any Bank
     may at any time assign to one or more banks or other financial institutions
     (each an "ASSIGNEE") (i) all, or a proportionate part of all, of its rights
     and obligations under the Loan Documents in respect of its outstanding Term
     Loans or (ii) all, or a proportionate part of all, of its rights and
     obligations under the Loan Documents in respect of its Working Capital
     Commitment and Working Capital Outstandings, and such Assignee shall assume
     such rights and obligations, pursuant to an Assignment and Assumption
     Agreement in substantially the form of Exhibit E hereto executed by such
     Assignee and such transferor Bank, with (and subject to) the subscribed
     consent of the Administrative Agent and (so long as no Event of Default
     exists at the time) the Borrower, which consents shall not be unreasonably
     withheld; provided that if an Assignee is an Affiliate of such transfer
     Bank or immediately prior to such assignment had Term Loan Exposure or
     Working Capital Exposure,

                                       10


     whichever is the subject of such assignment, no such consents shall be
     required. Upon execution and delivery of such instrument and payment by
     such Assignee to such transferor Bank of an amount equal to the purchase
     price agreed between such transferor Bank and such Assignee, such Assignee
     shall be a Bank party to this Agreement and shall have all the rights and
     obligations of a Bank with a Term Loan Exposure or a Working Capital
     Exposure, as the case may be, as set forth in such instrument of
     assumption, and the transferor Bank shall be released from its obligations
     hereunder to a corresponding extent, and no further consent or action by
     any party shall be required. Upon the consummation of any assignment
     pursuant to this subsection (c), the transferor Bank, the Administrative
     Agent and the Borrower shall make appropriate arrangements so that, if
     required, a new Note is issued to the Assignee. In connection with any such
     assignment, the transferor Bank shall pay to the Administrative Agent an
     administrative fee for processing such assignment in the amount of $2,500.
     If the Assignee is not incorporated under the laws of the United States of
     America or a state thereof, it shall deliver to the Borrower and the
     Administrative Agent certification as to exemption from deduction or
     withholding of any United States federal income taxes in accordance with
     Section 8.04(d).

         (d) Any Bank 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 Bank, 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 Bank from any of its
     obligations hereunder or substitute any such pledgee or assignee for such
     Bank as a party hereto.

         (e) Without the prior consent of the Borrower and the Administrative
     Agent, no assignment under subsection (c) above shall be permitted unless
     after giving effect to any such assignment each of the transfer Bank and
     the Assignee has Term Loan Exposure or Working Capital Exposure, as the
     case may be, of $5,000,000 or more or (solely in the case of the transfer
     Bank) zero.

         (f) No Assignee, Participant or other transferee of any Banks' rights
     (including any successor Applicable Lending Office) shall be entitled to
     receive any greater payment under Section 8.03 or 8.04 than such Bank would
     have been entitled to receive with respect to the rights transferred,
     unless such transfer is made with the Borrower's prior written consent or
     by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such
     Bank to designate a different Applicable Lending Office

                                       11


     under certain circumstances or at a time when the circumstances giving rise
     to such greater payment did not exist.

     (v) Schedule C to this Amendment is hereby substituted for Schedule C to
the Credit Agreement.

     (w) Schedule F to this Amendment is hereby substituted for Schedule F to
the Credit Agreement.

     (x) Schedule G to this Amendment is hereby substituted for Schedule G to
the Credit Agreement.

     Section 4 . Consents. (a) As contemplated in Section 5.16 of the Credit
Agreement, the undersigned Banks hereby consent to the formation of Finance
Subsidiary and waive any changes in the Loan Documents that would otherwise be
required to reflect its existence.

     (b) The undersigned Banks hereby consent to the amendments to the
Collateral Documents contemplated by Section 8(e) of this Amendment.

     Section 5. Representations of the Borrower.

     (a) Section 4.03(b) of the Credit Agreement is hereby amended to delete the
reference to "December 31, 2001" appearing therein and substituting in lieu
thereof a reference to "December 28, 2002".

     (b) The Borrower represents and warrants that as of the Amendment No. 4
Effective Date and after giving effect hereto (i) the representations and
warranties of the Borrower set forth in Article 4 of the Credit Agreement and
Sections 3, 6 and 8 of the Security Agreement shall be true in all material
respects and (ii) no Default shall have occurred and be continuing.

     Section 6 . Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

     Section 7 . Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     Section 8 . Effectiveness. This Amendment shall become effective on the
date (the "AMENDMENT NO. 4 EFFECTIVE DATE") when each of the following
conditions is satisfied:

     (a) receipt by the Administrative Agent from each of the Borrower and Banks
comprising the Required Banks of a counterpart hereof signed by such

                                       12


party or facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof;

     (b) the facts that:

         (i) the Borrower shall have consummated a Qualifying Debt Incurrence on
     or prior to the Amendment No. 4 Effective Date;

         (ii) the facility established by the Additional Credit Agreement shall
     be in effect with no amounts outstanding thereunder on the Amendment No. 4
     Effective Date;

         (iii) the aggregate Working Capital Outstandings on the Amendment No. 4
     Effective Date shall not exceed $18,000,000; and

         (iv) the Fleet Agreement and the First Union Agreement shall have been
     terminated and prepaid in full substantially simultaneously with the
     consummation of the Qualifying Debt Incurrence.

     (c) receipt by the Administrative Agent for application to prepayment of
principal of the Term Loans of an amount not less than $330,000,000 (minus the
aggregate amount of Scheduled Amortization of the Term Loans actually paid
subsequent to December 31, 2002 and prior to the Amendment No. 4 Effective
Date);

     (d) receipt by the Administrative Agent of payment of (i) an amendment fee
for the account of each Bank which shall have approved this Amendment on or
prior to March 25, 2003 in an amount equal to 0.25% of such Bank's Total
Exposure at the Amendment No. 4 Effective Date (after giving effect to any
prepayment of the Term Loans on the Amendment No. 4 Effective Date) and (ii) all
fees and expenses invoiced not less than two Domestic Business Days prior to the
Amendment No. 4 Effective Date payable by the Borrower in connection with this
Amendment pursuant to Section 9.03 of the Credit Agreement or otherwise;

     (e) receipt by the Collateral Agent of duly executed counterparts of
amendments to the Collateral Documents, in form and substance satisfactory to
the Collateral Agent, providing for obligations under the Additional Credit
Agreement to be secured equally and ratably with the obligations under the
Credit Agreement;

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

                                       13


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

provided that the Amendment No. 4 Effective Date shall have occurred on or
before September 29, 2003.

     Section 9 . Effect of Amendment. Except as expressly amended by this
Amendment, the provisions of the Credit Agreement remain in full force and
effect.


                                       14





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above written.

                    UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a
                    Florida limited partnership

                    By:  UNIVERSAL CITY FLORIDA HOLDING CO. II, a Florida
                         general partnership, its sole general partner

                         By:  UNIVERSAL CITY PROPERTY MANAGEMENT II LLC


                               By: /s/ Michael Short
                                   ------------------------------------------
                                   Title: Vice President


                    By:  BLACKSTONE UTP CAPITAL PARTNERS A L.P.

                         By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.


                              By: /s/ Howard Lipson
                                  -------------------------------------------
                                  Title: Member


                    By:  BLACKSTONE UTP CAPITAL PARTNERS L.P.

                         By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.


                             By: /s/ Howard Lipson
                                 --------------------------------------------
                                 Title: Member




                    By:  BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P.

                         By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.


                              By: /s/ Howard Lipson
                                  ------------------------------------------
                                  Title: Member


                    By:  BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P.

                         By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III L.L.C.


                              By: /s/ Howard Lipson
                                  -------------------------------------------
                                  Title: Member



                           JPMORGAN CHASE BANK


                           By: /s/ Marina Flindell
                               --------------------------------------------
                               Title: Vice President


                           BANK OF AMERICA, N.A.


                           By: /s/ Ross L. Painter
                               --------------------------------------------
                               Title: Managing Director


                           THE BANK OF NOVA SCOTIA


                           By: /s/ Alan Pendergast
                               --------------------------------------------
                               Title: Managing Director


                           WACHOVIA BANK, NATIONAL ASSOCIATION


                           By: /s/ Reginald T. Dawson
                               --------------------------------------------
                               Title: Director




                              BANK OF MONTREAL


                              By: /s/ Jack J. Kane
                                  --------------------------------------------
                                  Title: Vice President


                              HSBC BANK PLC


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


                              ROYAL BANK OF CANADA


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




                           CREDIT SUISSE FIRST BOSTON


                           By: /s/ Jay Chall
                               --------------------------------------------
                               Title: Director


                           By: /s/ Cassandra Droogan
                               --------------------------------------------
                               Title: Associate


                           GENERAL ELECTRIC CAPITAL CORPORATION


                           By: /s/ Karl Kieffer
                               --------------------------------------------
                               Title: Duly Authorized Signatory


                           MIZUHO CORPORATE BANK, LTD.


                           By: /s/ Mr. Masahito Fukuda
                               --------------------------------------------
                               Title:   Senior Vice President








                           THE ROYAL BANK OF SCOTLAND PLC


                           By: /s/ Michael T. Fabiano
                               -----------------------------------------------
                               Title: Vice President


                           UFJ BANK LIMITED (F/K/A THE SANWA BANK LIMITED)


                           By: /s/ Laurance J. Bressler
                               -----------------------------------------------
                               Title: Senior Vice President and Group Co-Head


                           THE TORONTO-DOMINION BANK


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


                           WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH


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


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



                          CITIBANK, N.A.


                          By: /s/ Elizabeth H. Minnella
                              --------------------------------------------
                              Title: Director Global Media & Communication


                          DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


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


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


                          SUMITOMO MITSUI BANKING CORPORATION


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



                          ABN AMRO BANK, N.V. NEW YORK BRANCH


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


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


                          BNP PARIBAS


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


                          By: /s/ Gregg Bonardi
                              --------------------------------------------
                              Title: Director


                          CIBC INC.


                          By: /s/ Lindsay Gordon
                              --------------------------------------------
                              Title: Executive Director CIBC World Markets
                                     Corp. As Agent






                            KBC BANK N.V.


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


                            By: /s/ William Cavanaugh
                                --------------------------------------------
                                Title: Vice President


                            LANDESBANK BADEN-WURTTEMBERG


                            By: /s/ Tanja Reiter
                                --------------------------------------------
                                Title: Vice President


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


                            THE MITSUBISHI TRUST AND BANKING CORPORATION


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



                           BANKERS TRUST COMPANY


                           By: /s/ Clay Desjardine
                               --------------------------------------------
                               Title: Managing Director


                           GOLDENTREE HIGH YIELD MASTER FUND, LTD.

                           BY: GOLDENTREE ASSET MANAGEMENT, L.P.


                           By: /s/ Thomas Shandell
                               --------------------------------------------
                               Title: Partner


                           GOLDENTREE LOAN OPPORTUNITIES I, LIMITED

                           BY: GOLDENTREE ASSET MANAGEMENT, L.P.


                           By: /s/ Thomas Shandell
                               --------------------------------------------
                               Title: Partner




                           JPMORGAN CHASE BANK as Administrative Agent and as
                           Collateral Agent


                           By: /s/ Marina Flindell
                               --------------------------------------------
                               Title: Vice President





                                                                       EXHIBIT A

                               OPINION COVERAGE OF
                            COUNSEL FOR THE BORROWER


     The execution, delivery and performance by the Borrower of Amendment No. 4
have no adverse effect on the validity, perfection or (except for the ratable
security for the Additional Credit Agreement) priority of the Liens created by
the Collateral Documents.





                                                                      SCHEDULE C

                                PROJECT DOCUMENTS

1.   AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL CITY
     DEVELOPMENT PARTNERS, LTD. (as amended from time to time, the "Borrower
     Partnership Agreement") dated as of June 5, 2002, by and between Universal
     City Florida Holding Co. II, a Florida general partnership, as the sole
     general partner, and Universal City Florida Holding Co. I, a Florida
     general partnership, as the sole limited partner.

2.   SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL
     CITY FLORIDA HOLDING CO. II (as amended from time to time, the "Holdings II
     Partnership Agreement") dated as of July 27, 2000 among Blackstone UTP
     Capital Partners L.P. ("Blackstone UTP"), a Delaware limited partnership,
     Blackstone UTP Capital Partners A L.P. ("Blackstone UTP A"), a Delaware
     limited partnership, Blackstone UTP Offshore Capital Partners L.P.
     ("Blackstone Offshore"), a Cayman Islands exempted limited partnership and
     Blackstone Family Media Partnership III L.P., a Delaware limited
     partnership ("Blackstone FMP and, together with Blackstone UTP, Blackstone
     UTP A and Blackstone Offshore, the "Blackstone Partners") and Universal
     City Property Management Company II, a Delaware corporation.

3.   SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL
     CITY FLORIDA HOLDING CO. I (as amended from time to time, the "Holdings I
     Partnership Agreement") dated as of July 27, 2000, between the Blackstone
     Partners and Universal City Property Management Company, a Delaware
     corporation.

4.   AMENDED AND RESTATED PARTNERS' AGREEMENT (as amended from time to time,
     "Partners Agreement") dated as of July 27, 2000, by and between (a) the
     Blackstone Partners and (b) the Universal Studios Inc., and Universal City
     Property Management Company and Universal City Management Company II.

5.   AGREEMENT (the "*** Agreement") dated as of January 20, 1987 and amended as
     of August, 1990 between *** and Universal City Florida Partners.(1)

- -------------------
     (1)  Delivered to Agents' special counsel.



                                                                      SCHEDULE F

                                    INSURANCE



TYPE OF COVERAGE                        CARRIER                                           POLICY LIMITS

AUTOMOBILE LIABILITY
Automobile - All Other States           AIG                                                 $2 Million

LIABILITY INSURANCE:
General Liability                       AIG                                                 $2 Million
Excess Liability                        AIG Europe                                         $50 Million
Excess Liability                        XL Insurance (Bermuda) Ltd.                        $100 Million
Excess Liability                        Starr Excess Liability Ins. Int'l. Co. Ltd.        $150 Million
Excess Liability                        ACE Bermuda Insurance Ltd.                         $100 Million

PROPERTY INSURANCE:
Property & Business Interruption        Gulfstream Insurance (Ireland) Limited             Replacement

TRAVEL ACCIDENT INSURANCE               American International Life of New York              Various

TERRORISM INSURANCE
(Theme Parks & Studios)                 Lexington Insurance                                $25,000,000
(Hotels)                                Lexington Insurance                                $25,000,000

WORKERS' COMP/EMPLOYERS LIAB:
All Other States (incl. Florida)        AIG                                            Statutory/$2 Million




                                                                      SCHEDULE G


                             AFFILIATE TRANSACTIONS


1.       License Agreements.

2.       Sales, leases or other transfers of land and other agreements in
         connection with the development, construction and operation of hotels,
         restaurants and other resort facilities.

3.       Reimbursement obligations to the partners and their Affiliates under
         the Borrower Partnership Agreement.

4.       The Borrower's purchase of advisory services from Blackstone Management
         Partners L.P. and Vivendi Universal Entertainment.

5.       License of intellectual property rights under the Borrower Partnership
         Agreement.

6.       The Borrower's participation in, and reimbursement obligations with
         respect to, insurance coverage provided by Vivendi Universal SA, the
         ultimate parent company of Vivendi Universal Entertainment.

7.       Transactions related to the promotion and sale of joint admission
         tickets to the Wet`N'Wild theme park owned by Vivendi Universal
         Entertainment.

8.       Transactions related to the purchase of food and alcohol supplies on
         behalf of the Wet `N'Wild theme park owned by Vivendi Universal
         Entertainment.

9.       Transactions related to the sharing of research and development costs
         associated with the development of rides and attractions for other
         Universal theme parks owned by Vivendi Universal Entertainment.

10.      Transactions related to the sharing of personnel with other theme parks
         owned by Vivendi Universal Entertainment.

EX-10.21

                                CREDIT AGREEMENT

                                   dated as of

                                 March 28, 2003

                                      among

                   Universal City Development Partners, Ltd.,

                            The Banks Listed Herein,

                                       and

                              JPMorgan Chase Bank,

                             as Administrative Agent

                                       and

                               as Collateral Agent

                                 --------------

                         J.P. Morgan Securities Inc. and

                         Banc of America Securities LLC,

                     as Lead Arrangers and Joint Bookrunners


- ------------------------------------------------------------------------------

FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $4,900,000 HAS BEEN PAID IN FULL
TO THE FLORIDA DEPARTMENT OF REVENUE IN CONNECTION WITH THE OBLIGATIONS OF
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD. (SUCCESSOR-BY-MERGER TO UNIVERSAL CITY
DEVELOPMENT PARTNERS, LP) (THE "BORROWER") UNDER AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF NOVEMBER 5, 1999 AS AMENDED FROM TIME TO TIME (THE
"ORIGINAL CREDIT AGREEMENT") AMONG THE BORROWER, THE BANKS PARTY THERETO AND
JPMORGAN CHASE BANK (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK,
SUCCESSOR-BY-MERGER TO MORGAN GUARANTY TRUST COMPANY OF NEW YORK), AS
ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT, AS EVIDENCED ON THAT CERTAIN
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
RECORDED JULY 27, 2000, IN OFFICIAL RECORDS BOOK 6054, PAGE 320, OF THE PUBLIC
RECORDS OF ORANGE COUNTY, FLORIDA. THE OBLIGATIONS OF THE BORROWER HEREUNDER ARE
A TRANSMOGRIFICATION OF ITS OBLIGATIONS UNDER THE ORIGINAL CREDIT AGREEMENT.





                                TABLE OF CONTENTS



                                    ARTICLE 1
                                   DEFINITIONS


Section 1.01.  Definitions......................................................................1
Section 1.02.  Accounting Terms and Determinations.............................................16
Section 1.03.  Types of Loans..................................................................17
Section 1.04.  Other Definitional Provisions...................................................17

                                    ARTICLE 2
                                  THE FACILITY

Section 2.01.  The Loans.......................................................................17
Section 2.02.  Method of Borrowing.............................................................18
Section 2.03.  Notes...........................................................................19
Section 2.04.  Fees............................................................................20
Section 2.05.  Interest Rates..................................................................20
Section 2.06.  Method of Electing Interest Rates...............................................22
Section 2.07.  Termination and Reduction of Commitments........................................24
Section 2.08.  LIFO Loans......................................................................24
Section 2.09.  Optional Prepayments............................................................24
Section 2.10.  General Provisions as to Payments...............................................24
Section 2.11.  Funding Losses..................................................................25
Section 2.12.  Computation of Interest and Fees................................................26
Section 2.13.  Letters of Credit...............................................................26

                                    ARTICLE 3
                                   CONDITIONS

Section 3.01.  Borrowings and Issuance of Letters of Credit....................................31
Section 3.02.  Effectiveness...................................................................32

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Organization, Powers, Good Standing and Subsidiaries............................33
Section 4.02.  Authorization...................................................................34
Section 4.03.  Financial Information; No Material Adverse Change...............................35
Section 4.04.  Title to Properties; Liens......................................................35
Section 4.05.  Litigation; Adverse Facts: Compliance with Laws.................................35
Section 4.06.  Payment of Taxes................................................................36
Section 4.07.  Materially Adverse Agreements; Performance......................................36
Section 4.08.  Intellectual Property Rights....................................................36








Section 4.09.  Governmental Regulation.........................................................37
Section 4.10.  Securities Activities...........................................................37
Section 4.11.  Employee Benefit Plans..........................................................37
Section 4.12.  Project Documents...............................................................37
Section 4.13.  Disclosure......................................................................38
Section 4.14.  Hazardous Materials.............................................................38

                                    ARTICLE 5
                                    COVENANTS

Section 5.01.  Financial Statements and Other Reports..........................................38
Section 5.02.  Existence, Etc..................................................................41
Section 5.03.  Payment of Taxes and Claims.....................................................42
Section 5.04.  Maintenance of Properties; Insurance............................................42
Section 5.05.  Inspection......................................................................43
Section 5.06.  Compliance with Laws, etc.......................................................43
Section 5.07.  [Reserved]......................................................................44
Section 5.08.  Licenses, Material Contracts, Etc...............................................44
Section 5.09.  Protection Against Lien Claims..................................................44
Section 5.10.  Indemnity.......................................................................44
Section 5.11.  Hazardous Materials.............................................................45
Section 5.12.  Management of Borrower..........................................................45
Section 5.13.  Condition of Real Property......................................................45
Section 5.14.  Indebtedness....................................................................45
Section 5.15.  Liens...........................................................................46
Section 5.16.  Investments.....................................................................47
Section 5.17.  Contingent Obligations..........................................................48
Section 5.18.  Restricted Payments; Universal Fees.............................................48
Section 5.19.  Financial Covenants.............................................................49
Section 5.20.  Restriction on Fundamental Changes; Purchases and Sale of Assets................51
Section 5.21.  ERISA...........................................................................52
Section 5.22.  Transactions with Affiliates....................................................52
Section 5.23.  Capital Expenditures............................................................52
Section 5.24.  Use of Proceeds.................................................................52
Section 5.25.  Amendment of Related Agreements.................................................53
Section 5.26.  Limitation on Granting Negative Pledges.........................................53
Section 5.27.  Hedging Facilities..............................................................53

                                    ARTICLE 6
                                    DEFAULTS

Section 6.01.  Events of Default...............................................................53
Section 6.02.  Required Bank Consents to Transfer of Interests.................................58
Section 6.03.  Notice of Default...............................................................59



                                       ii





Section 6.04.  Certain Cure Rights.............................................................59
Section 6.05.  Cash Collateral.................................................................59

                                    ARTICLE 7
                                     AGENTS

Section 7.01.  Appointment and Authorization...................................................60
Section 7.02.  Agent and Affiliates............................................................60
Section 7.03.  Action by Agents................................................................60
Section 7.04.  Consultation with Experts.......................................................60
Section 7.05.  Liability of Agent..............................................................60
Section 7.06.  Indemnification.................................................................61
Section 7.07.  Credit Decision.................................................................61
Section 7.08.  Successor Agent.................................................................61
Section 7.09.  Agent's Fee.....................................................................62

                                    ARTICLE 8
                            CHANGES IN CIRCUMSTANCES

Section 8.01.  Basis for Determining Interest Rate Interest Rate Inadequate or Unfair..........62
Section 8.02.  Illegality......................................................................62
Section 8.03.  Increased Cost and Reduced Return...............................................63
Section 8.04.  Taxes...........................................................................64
Section 8.05.  Base Rate Loans Substituted for Affected Euro-Dollar Loans......................67
Section 8.06.  Substitution of Bank............................................................67

                                    ARTICLE 9
                                  MISCELLANEOUS

Section 9.01.  Notices.........................................................................68
Section 9.02.  No Waivers......................................................................69
Section 9.03.  Expenses; Indemnification.......................................................69
Section 9.04.  Sharing of Set-offs.............................................................70
Section 9.05.  Amendments and Waivers..........................................................70
Section 9.06.  Successors and Assigns..........................................................71
Section 9.07.  Collateral......................................................................73
Section 9.08.  Governing Law; Submission to Jurisdiction.......................................73
Section 9.09.  Counterparts....................................................................74
SECTION 9.10.  WAIVER OF JURY TRIAL............................................................74
Section 9.11.  Confidentiality.................................................................74
Section 9.12.  Non-recourse to Partners........................................................74



                                      iii


Schedule A  Credit Exposures
Schedule B  Pricing Schedule
Schedule C  Project Documents
Schedule D  License Agreements
Schedule E  Form of Compliance Certificate
Schedule F  Insurance
Schedule G  Scheduled Affiliate Transactions
Schedule H  Tax Indebtedness
Schedule I  Collateral Documents

EXHIBIT A   Form of Note
EXHIBIT B   Opinion Coverage of Counsel for the Borrower
EXHIBIT C   Opinion of Special Counsel for the Agents
EXHIBIT D   Assignment and Assumption Agreement
EXHIBIT E   Form of Notice of Borrowing



                                       iv


     CREDIT AGREEMENT dated as of March 28, 2003 among UNIVERSAL CITY
DEVELOPMENT PARTNERS, LTD., the BANKS listed on the signature pages hereof, and
JPMORGAN CHASE BANK as Administrative Agent and as Collateral Agent.

                              W I T N E S S E T H :

     WHEREAS, the Borrower, JPMorgan Chase Bank, as administrative agent and
collateral agent, and the Banks (as this and other capitalized terms are defined
in Section 1.01 below) are parties to the Original Credit Agreement; and

     WHEREAS, this Agreement is being entered into simultaneously with a
prepayment of term loans under the Original Credit Agreement, and is effectively
a renewal hereunder of the credit facility extended by the Banks to the Borrower
in the form of term loans under the Original Credit Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto hereby agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

     Section 1.01. Definitions. The following terms, as used herein, have the
following meanings:

     "ADMINISTRATIVE AGENT" means JPMorgan Chase Bank in its capacity as
administrative agent for the Banks hereunder, and its successors in such
capacity.

     "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

     "AFFILIATE", as applied to any Person, means any other Person directly or
indirectly controlling, controlled by or under common control with that Person.
For the purposes of this definition, "control" (including with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by contract
or otherwise. Each partner in the Borrower, and each of their respective
Affiliates, shall be deemed an Affiliate of the Borrower.



     "AGENT" means the Administrative Agent or the Collateral Agent, and
"AGENTS" means both of them.

     "AGREEMENT" means this Credit Agreement as the same may be amended and in
effect from time to time.

     "ALLOWED MULTIPLE" means with respect to any Borrowing or Group of Loans,
$2,000,000 or any larger multiple of $1,000,000.

     "AMENDMENT TO SUBORDINATION AGREEMENT" means an Amendment dated as of the
date hereof to the Subordination Agreement.

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

     "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office.

     "ASSIGNEE" has the meaning set forth in Section 9.06(c).

     "AUTHORIZED OFFICER" means any of the President, Executive Vice President,
Vice President, Chief Financial Officer, Treasurer or Controller of the
Borrower, or any officer exercising similar functions.

     "BANK" means each bank or other financial entity listed on the signature
pages hereof, each Assignee which becomes a Bank pursuant to Section 9.06(c),
and their respective successors.

     "BASE RATE" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day.

     "BASE RATE LOAN" means a Loan which bears interest at the Base Rate
pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election or a Loan which is made as or becomes a Base Rate Loan pursuant to the
provisions of Article 8.

     "BASE RATE MARGIN" means a rate per annum determined in accordance with the
Pricing Schedule.

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

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

                                       2


     "BORROWER" means Universal City Development Partners, Ltd., a Florida
limited partnership.

     "BORROWER ACCOUNT" means the account specified on the signature pages
hereof into which all Loans to the Borrower shall be made available, or such
other account as the Borrower shall from time to time specify for such purpose
by notice to the Administrative Agent.

     "BORROWER PARTNERSHIP AGREEMENT" means item 1 of Schedule C.

     "BORROWING" means a borrowing hereunder consisting of Loans of the same
Type made to the Borrower at the same time by the Banks pursuant to Article 2.

     "CAPITAL EXPENDITURES" means, for any period, the gross additions to
property, plant and equipment and other capital expenditures for tangible
property for such period, but excluding (to the extent that they would otherwise
be included) any and all expenditures made for the replacement or restoration of
assets to the extent financed by condemnation awards or proceeds of insurance
received with respect to the loss or taking of or damage to the asset or assets
being replaced or restored.

     "CAPITAL LEASE" means, as applied to any Person, any lease of any property
(whether real, personal or mixed) by that Person as lessee which, in conformity
with GAAP, is accounted for as a capital lease on the balance sheet of that
Person.

     "COLLATERAL" means collateral expressed by the terms of the Collateral
Documents to be subject to the Liens created thereby.

     "COLLATERAL AGENT" means JPMorgan Chase Bank in its capacity as collateral
agent for the Banks under the Collateral Documents, and its successors in such
capacity.

     "COLLATERAL DOCUMENTS" means the documents listed on Schedule I, any
additional pledges, security agreements or mortgages required to be delivered
pursuant to the Loan Documents and any instruments of assignment executed
pursuant to the foregoing.

     "COMMITMENT" means, with respect to each Bank, the obligation of such Bank
to make loans to the Borrower pursuant to Section 2.01 and to participate in
Letters of Credit issued for the account of the Borrower pursuant to Section
2.13, all in the maximum aggregate amount set forth opposite the name of such
Bank under the heading "Commitments" in Schedule A hereto, as such amount may be

                                       3


reduced from time to time pursuant to Section 2.07 or increased or reduced by
reason of an assignment to or by such Bank in accordance with Section 9.06(c).

     "COMPANY" means each party to any Transaction Document, other than the
Agents, the Banks and the Lead Arrangers.

     "CONSULTING FEES" means consulting fees payable in respect of the
Borrower's Theme Parks pursuant to the consulting agreement identified in item 5
of Schedule C in an amount not exceeding the amount provided for in such
agreement as in effect on November 13, 1995.

     "CONTINGENT OBLIGATION" means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of that Person with respect to any
Indebtedness, lease, dividend, letter of credit or other obligation of another
Person if the primary purpose thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
Person that such obligation of another Person will be paid or discharged, or
that any agreements relating thereto will be complied with, or that the holders
of such obligation will be protected (in whole or in part) against loss in
respect thereof. Contingent Obligations shall include, without limitation, (a)
the direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse (in each case as to the primary obligor's ability
to pay or perform) by such Person of the obligation of another Person, and (b)
any liability of such Person for the obligations of another Person through any
agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), (ii) to maintain the
solvency or any balance sheet item, level of income or financial condition of
another Person, or (iii) to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, if
in the case of any agreement described under clauses (i), (ii) or (iii) of this
sentence the primary purpose thereof is as described in the preceding sentence;
provided, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
relevant Person in good faith.

     "CONTRACTUAL OBLIGATION" means, as applied to any Person, any provision of
any Securities issued by that Person or of any indenture, mortgage, deed of
trust, contract, undertaking, agreement, license, franchise or other instrument
to

                                       4


which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

     "CREDIT EXPOSURE" means, with respect to any Bank at any date, (i) if the
Commitments are in effect on such date, the amount of such Bank's Commitment and
(ii) if the Commitments shall have terminated on or prior to such date, such
Bank's Outstandings at such date.

     "DEFAULT" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

     "DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.
Derivatives Obligations incurred for bona fide hedging purposes are not
Investments.

     "DOLLARS" means the lawful money of the United States of America.

     "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close.

     "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent.

     "EBITDA" means net income, after deducting all expenses and other proper
charges except interest, income taxes, depreciation and amortization (including
amortization of pre-opening expenses), and non-cash Universal Fees, in each case
determined in accordance with GAAP, and eliminating (i) all earnings
attributable to equity interests in other Persons unless actually received, (ii)
all income arising from the forgiveness, adjustment or negotiated settlement of
any indebtedness, (iii) any extraordinary item of gain or loss, (iv) interest
income, and (v) fees and expenses incurred by the Borrower in connection with
Amendment No. 3 to the Original Credit Agreement.

                                       5


     For avoidance of doubt, cash payments of all Universal Fees shall be
deducted as a cash expense in the fiscal quarter ended immediately prior to the
date of payment.

     "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 3.02.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA AFFILIATE" means, as applied to any Person, any trade or business
(whether or not incorporated) which is a member of a group of which that Person
is a member and which is under common control with that Person within the
meaning of the regulations promulgated under Section 414 of the Internal Revenue
Code.

     "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London, England.

     "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Administrative Agent.

     "EURO-DOLLAR LOAN" means a Loan which bears interest at a Euro-Dollar Rate
pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election.

     "EURO-DOLLAR MARGIN" means a rate per annum determined in accordance with
the Pricing Schedule.

     "EURO-DOLLAR RATE" means a rate of interest determined pursuant to Section
2.05(b) on the basis of a London Interbank Offered Rate.

     "EURO-DOLLAR RESERVE PERCENTAGE" means, for any day with respect to any
Bank, that percentage (expressed as a decimal) which is in effect on such day,
as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for such Bank in
respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
the Euro-Dollar Loans of such Bank is determined or any category of extensions
of

                                       6


credit or other assets which includes loans by a non-United States office of
such Bank to United States residents).

     "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

     "EXCESS CASH FLOW" will be determined as set forth in the Original Credit
Agreement as in effect as of the date hereof and as amended from time to time
hereafter pursuant to Section 9.05.

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to JPMorgan Chase Bank for such day on such
transactions as determined by the Administrative Agent.

     "FINANCE SUBSIDIARY" means a Subsidiary of the Borrower formed for the sole
purpose of acting as co-issuer of Qualifying Debt Incurrence.

     "FQE" means fiscal quarter end, and when used in conjunction with a
specified month means the last day of the fiscal quarter ending on or about the
last day of such month (e.g., "FQE 6/03" means the last day of the fiscal
quarter ending on or about June 30, 2003).

     "FUNDED DEBT RATIO" means, at any date, the ratio of (i) the Borrower's
Indebtedness at such date to (ii) the Borrower's EBITDA for the period of four
consecutive fiscal quarters most recently ended on or prior to such date.

     "GAAP" means generally accepted accounting principles in effect from time
to time in the United States.

     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled (through stock or
capital ownership or otherwise) by any of the foregoing.

     "GRANTING BANK" has the meaning set forth in 9.06(g).

                                       7


     "GROUP" of Loans means at any time a group of Loans consisting of (i) all
Loans which are Base Rate Loans at such time or (ii) all Loans which are
Euro-Dollar Loans having the same Interest Period at such time; provided that,
if a Loan of any particular Bank is converted to or made as a Base Rate Loan
pursuant to Section 8.02 or 8.05, such Loan shall be included in the same Group
or Groups of Loans from time to time as it would have been in if it had not been
so converted or made.

     "HAZARDOUS MATERIALS" means any flammable explosives, radioactive
materials, hazardous wastes, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of
"HAZARDOUS SUBSTANCES," "HAZARDOUS WASTES," "HAZARDOUS MATERIALS," OR "TOXIC
SUBSTANCES" under any applicable federal or state laws or regulations.

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

     "INDEBTEDNESS" means, as applied to any Person, (i) all obligations of such
Person for borrowed money (except, for purposes of the Funded Debt Ratio,
Subordinated Debt), (ii) that portion of obligations with respect to Capital
Leases which is properly classified as a liability on a balance sheet of such
Person in conformity with GAAP, (iii) notes payable by such Person and drafts
accepted by such Person representing extensions of credit whether or not
representing obligations for borrowed money, (iv) any obligation (other than (x)
accrued and unpaid Universal Fees, (y) customary retentions, holdbacks and
similar obligations arising under construction and similar contracts which are
not intended as a method of financing the goods or services provided under such
contracts and (z) accrued and unpaid Consulting Fees) owed by such Person for
all or any part of the deferred purchase price of property or services which
purchase price is (a) due more than 12 months from the date of incurrence of the
obligation in respect thereof, or (b) evidenced by a note or similar written
instrument, (v) all obligations of such Person, fixed or (except for purposes of
the Funded Debt Ratio) contingent, to reimburse any other Person for amounts
drawn under a letter of credit or similar instrument, (vi) all Indebtedness
secured by any Lien on any property or asset owned or held by such Person
regardless of whether the Indebtedness secured thereby shall have been assumed
by such Person or is non-recourse to the credit of such Person; provided that
the amount of any such non-recourse Indebtedness shall be deemed to be the
lesser of the amount of such Indebtedness and the fair value of such property or
asset and (vii) all Contingent Obligations of such Person in respect of
Indebtedness of any other Person (except, for purposes of the Funded Debt Ratio,
any such Indebtedness which would be excluded if a direct obligation of such
Person). The obligations of the Borrower in

                                       8


respect of the Series B Bonds and Series C Bonds contemplated by Schedule H, or
any substantially similar arrangements, do not constitute Indebtedness (or
Contingent Obligations) of the Borrower to the extent that the aggregate net
proceeds do not exceed $50,000,000. Obligations in respect of additional such
financing supported solely by Tax Increment Revenues as described in Schedule H
also do not constitute Indebtedness (or Contingent Obligations) of the Borrower,
but future Special Assessment Bonds of the type described in Schedule H issued
to finance improvements for the Theme Parks do constitute Indebtedness of the
Borrower and are herein referred to as "TAX INDEBTEDNESS."

     "INDEMNITEE" has the meaning set forth in Section 9.03(b).

     "INTELLECTUAL PROPERTY RIGHTS" has the meaning specified in Section 4.08.

     "INTEREST" means, for any period, interest expense for such period
(excluding amortization of debt discount, debt issuance expense, hedging costs
and interest on Subordinated Debt, in each case to the extent such amounts would
otherwise be included in interest expense for such period), plus to the extent
not otherwise reflected therein, capitalized interest incurred during such
period and minus to the extent not otherwise deducted therefrom, interest income
for such period.

     "INTEREST COVERAGE RATIO" means, at any date, the ratio of the Borrower's
EBITDA for the period of four consecutive fiscal quarters most recently ended on
or prior to such date to the Borrower's Interest for such four-quarter period.

     "INTEREST PERIOD" means, with respect to each Euro-Dollar Loan, a period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in the applicable Notice of Interest Rate
Election and ending one, two, three or six months (or, with the prior consent of
each Bank, twelve months) thereafter, as the Borrower may elect in the
applicable notice; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Euro-Dollar Business Day;

     (b) any Interest Period which begins on the last Euro-Dollar 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, subject to
clause (c) below, end on the last Euro-Dollar Business Day of a calendar month;
and

                                       9


     (c) no Interest Period may end after the Termination Date.

     If the Borrower specifies a twelve-month Interest Period in any Notice of
Borrowing or Notice of Interest Rate Election and the Administrative Agent shall
not have received from any Bank written objection to such twelve-month Interest
Period within two Euro-Dollar Business Days after receipt by the Administrative
Agent of such Notice, then such Bank shall be deemed to have consented to such
twelve-month Interest Period. If any Bank timely objects as set forth above to
any request for an Interest Period with a duration of twelve months then the
Administrative Agent shall promptly notify the Borrower and the Borrower shall
deliver a new Notice of Borrowing or Notice of Interest Rate Election (which may
be included as an alternative election in the original Notice) specifying a
different election within the applicable time periods specified in Section 2.02
or 2.06, respectively. If the Borrower fails to so timely deliver such a new
Notice of Borrowing, then the relevant Borrowing shall be a Base Rate Borrowing.
If the Borrower fails to so timely deliver such a new Notice of Interest Rate
Election then the provisions of Section 2.06(c) shall apply.

     "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

     "INVESTMENT" means, as applied to any Person, any direct or indirect
purchase or other acquisition by that Person of stock or other Securities of, or
a beneficial interest in, any other Person, or any direct or indirect loan,
advance or capital contribution by that Person to any other Person, including
all indebtedness and accounts receivable from that other Person which are not
current assets or did not arise from sales to that other Person in the ordinary
course of business (but excluding notes receivable from concessionaires obtained
in the ordinary course of business and relocation loans to employees, all in an
aggregate amount not to exceed $30,000,000). The amount of any Investment shall
be the original cost of such Investment (net of return of capital) plus the cost
of all additions thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.

     "ISLANDS CREDIT AGREEMENT" means the Credit Agreement dated as of November
13, 1995 among Universal City Development Partners, a general partnership
organized under Florida law (a predecessor to Universal City Development
Partners, Ltd., formerly known as Universal City Development Partners, LP), the
banks party thereto and Morgan Guaranty Trust Company of New York (a predecessor
to JPMorgan Chase Bank), as administrative agent and as collateral agent, as in
effect immediately prior to the effective date of the Original Credit Agreement.

     "ISLANDS THEME PARK" means the "Universal's Islands of Adventure" theme
park located in Orlando, Florida owned and operated by the Borrower.

                                       10


     "ISSUING BANK" means JPMorgan Chase Bank or any other Bank designated by
the Borrower that may agree to issue letters of credit hereunder pursuant to an
instrument in form reasonably satisfactory to the Administrative Agent, each in
its capacity as an issuer of a Letter of Credit hereunder. Unless context
otherwise requires, references to "Bank" shall include Issuing Bank.

     "LETTER OF CREDIT" means a letter of credit issued hereunder by an Issuing
Bank.

     "LETTER OF CREDIT LIABILITIES" means, for any Bank and at any time, such
Bank's ratable participation in the sum of (x) the aggregate amount then owing
by the Borrower in respect of amounts paid by the Issuing Bank upon a drawing
under a Letter of Credit issued hereunder and (y) the aggregate amount then
available for drawing under all outstanding Letters of Credit.

     "LETTER OF CREDIT TERMINATION DATE" means the fifth Domestic Business Day
prior to the Termination Date.

     "LEAD ARRANGERS" means J.P. Morgan Securities Inc. and Banc of America
Securities LLC.

     "LICENSE AGREEMENTS" means the agreements listed on Schedule D hereto, as
such Schedule D may be amended or supplemented from time to time by the Borrower
in a writing delivered to the Administrative Agent.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement, the
Borrower shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

     "LOAN" means any loan made pursuant to Section 2.01, and "LOANS" means any
or all of the foregoing, as the context may require; provided that, if any such
Loan or Loans (or portions thereof) are combined or subdivided pursuant to a
Notice of Interest Rate Election, the term "LOAN" shall refer to the combined
principal amount resulting from such combination or to each of the separate
principal amounts resulting from such subdivision, as the case may be.

     "LOAN DOCUMENTS" means this Agreement, the Notes, the Subordination
Agreement and the Collateral Documents.

     "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.05(b).

                                       11


     "MARGIN STOCK" has the meaning assigned to that term in Regulation U of the
Board of Governors of the Federal Reserve System as in effect from time to time.

     "MATERIAL ADVERSE EFFECT" means (i) any material adverse effect upon the
condition (financial or otherwise), results of operations, properties, business,
licenses or prospects of the Borrower, which in any such case the Banks could
reasonably conclude has or would have a material adverse effect (in the context
of the credit provided pursuant to this Agreement) on the creditworthiness of
the Borrower; or (ii) any adverse effect on the rights and/or remedies of the
Agents and the Banks under the Loan Documents which could reasonably be
considered material by the Banks.

     "MATERIAL COMMITMENT" means a legally binding commitment (other than the
Commitments) by one or more banks or other financial institutions to extend
credit to the Borrower in an aggregate amount exceeding $15,000,000 (regardless
of the level of utilization, if any, of such commitment at any particular time).

     "MATERIAL DEBT" means Indebtedness of the Borrower (other than the Notes),
arising in one or more related or unrelated transactions, in an aggregate
principal or face amount exceeding $15,000,000.

     "MATERIAL FINANCIAL OBLIGATIONS" means a principal or face amount of
Indebtedness and/or payment or collateralization obligations in respect of
Derivatives Obligations of the Borrower, arising in one or more related or
unrelated transactions, exceeding in the aggregate $15,000,000.

     "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is maintained for employees of the Borrower or any
ERISA Affiliate of the Borrower.

     "NOTES" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans.

     "NOTICE OF BORROWING" has the meaning set forth in Section 2.02.

     "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.06.

     "NOTICE OF ISSUANCE" has the meaning set forth in Section 2.13(b)(i).

     "OBLIGATIONS" means, as to any Person, all of the Indebtedness, liabilities
and obligations of every nature of such Person to the Agents and the Banks under
the Loan Documents, whether now existing or hereinafter incurred.

                                       12


     "OFFICER'S CERTIFICATE" means a certificate executed on behalf of the
Borrower by an Authorized Officer.

     "ORIGINAL CREDIT AGREEMENT" means the Amended and Restated Credit Agreement
dated as of November 5, 1999, as amended as of July 25, 2000, December 19, 2001
and March 28, 2002, and further amended as of March 28, 2003 and from time to
time hereafter, among the Borrower, the lenders party thereto and JPMorgan Chase
Bank, as administrative agent and collateral agent.

     "OUTSTANDINGS" means, with respect to any Bank at any date, the sum of (i)
the aggregate outstanding principal amount of such Bank's Loans plus, without
duplication (ii) the Letter of Credit Liabilities of such Bank on such date.

     "PARENT" means, with respect to any Bank, any corporation controlling such
Bank.

     "PARTICIPANT" has the meaning set forth in Section 9.06(b).

     "PARTNER LOANS" means loans made by the Borrower pursuant to Section
5.16(e) of this Agreement

     "PENSION PLAN" means any employee plan which is subject to the provisions
of Title IV of ERISA and which is maintained for employees of the Borrower or
any ERISA Affiliate of the Borrower, other than a Multiemployer Plan.

     "PERCENTAGE" means, with respect to any Bank at any time, the percentage
which the amount of its Commitment at such time represents of the aggregate
amount of all the Commitments at such time. At any time after the Commitments
shall have terminated, the term "Percentage" shall refer to a Bank's Percentage
immediately before such termination, adjusted to reflect any subsequent
assignments pursuant to Section 9.06(c).

     "PERMITTED QUALIFICATION" means a qualification in a report of independent
public accountants delivered pursuant to Section 5.01(b) which such accountants
confirm in writing to the Administrative Agent would not be included but for the
amortization schedule for the Borrower's Indebtedness.

     "PERSON" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "PLEDGE AGREEMENT" means the Amended and Restated Pledge Agreement dated as
of January 6, 2000 among the Borrower, the pledgors party thereto and JPMorgan
Chase Bank, as collateral agent, as the same may be further amended and in
effect from time to time.

                                       13


     "PRICING SCHEDULE" means Schedule B hereto.

     "PRIME RATE" means the rate of interest publicly announced by JPMorgan
Chase Bank in New York City from time to time as its Prime Rate.

     "PROJECT" has the meaning set forth in the Islands Credit Agreement.

     "PROJECT DOCUMENTS" means all agreements listed in Schedule C.

     "QUALIFYING DEBT INCURRENCE" means the issuance of unsecured debt
securities of the Borrower having a maturity of five years or more substantially
simultaneously with the Effective Date.

     "QUARTERLY DATE" means the last day of each March, June, September and
December.

     "RATIO SATISFACTION DATE" has the meaning set forth in Section 6.01(o)(i).

     "REFERENCE BANKS" means the principal London offices of Bank of America,
N.A. and JPMorgan Chase Bank, and "REFERENCE BANK" means any one of such
Reference Banks.

     "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "REIMBURSEMENT OBLIGATION" has the meaning specified in Section 2.13(c).

     "RELATED TRANSACTIONS" means the effectiveness of Amendment No. 4 to the
Original Credit Agreement and the consummation of the other transactions on
which such effectiveness is conditioned, including the Qualifying Debt
Incurrence and the effectiveness of this Agreement.

     "REQUIRED BANKS" means at any time Banks having at least 51% of the
aggregate amount of the Credit Exposures of all Banks.

     "RESTRICTED PAYMENT" means (i) any distribution, direct or indirect,
whether in cash or in property, on account of any partnership or other equity
interest in the Borrower now or hereafter outstanding, (ii) any redemption,
retirement, or similar payment, purchase or other acquisition for value, direct
or indirect, whether in cash or in property, of any (x) partnership or other
equity interest in the Borrower, (y) warrants, options or other rights to
acquire any such partnership or other equity interest in the Borrower or (z)
Subordinated Debt, in each case now or hereafter outstanding, and (iii) any
payment of or with respect to any Subordinated Debt; provided that neither
Consulting Fees, Universal Fees (and any interest thereon) nor payments of
amounts owed under interest rate

                                       14


hedging arrangements entered into in accordance with Section 5.27 shall be
deemed Restricted Payments.

     "REVOLVING CREDIT PERIOD" means the period from and including the Effective
Date to but not including the Termination Date.

     "SCHEDULED AFFILIATE TRANSACTIONS" means transactions and agreements
described in Schedule G hereto.

     "SECURITIES" means any stock, shares, voting trust certificates, bonds,
debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "SECURITIES" or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

     "SECURITY AGREEMENT" means the Security Agreement dated as of June 27, 2000
between the Borrower and the Collateral Agent, as the same may be amended and in
effect from time to time.

     "SPC" has the meaning set forth in 9.06(g).

     "STUDIO THEME PARK" means the "Universal Studios Florida" theme park
located in Orlando, Florida owned and operated by the Borrower.

     "SUBORDINATED DEBT" has the meaning set forth in the Subordination
Agreement.

     "SUBORDINATED LOAN" means Indebtedness of the Borrower which constitutes
Subordinated Debt.

     "SUBORDINATION AGREEMENT" means the Amended and Restated Subordination
Agreement dated as of January 6, 2000, as amended by the Amendment to
Subordination Agreement, among the Affiliates of the Borrower listed on the
signature pages thereof and JPMorgan Chase Bank, as the administrative agent, as
the same may be further amended and in effect from time to time.

     "SUBSIDIARY" of any Person means any corporation, partnership, association
or other business entity of which more than 50% of the total voting power of
shares of stock entitled to vote in the election of directors, managers or
trustees thereof, or more than 50% of the total equity interests (including
partnership interests) therein, is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof.

                                       15


     "TAX INDEBTEDNESS" has the meaning set forth in the definition of
Indebtedness.

     "TERMINATION DATE" means June 30, 2007 (or if such date is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day).

     "TERMINATION EVENT" means (i) a "Reportable Event" described in Section
4043 of ERISA and the regulations issued thereunder with respect to a Pension
Plan (other than a "Reportable Event" not subject to the provision for 30-day
notice to the Pension Benefit Guaranty Corporation under such regulations), or
(ii) the withdrawal of the Borrower or any of its ERISA Affiliates from a
Pension Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of
intent to terminate a Pension Plan or the treatment of a Pension Plan amendment
as a termination under Section 4041 of ERISA or (iv) the institution of
proceedings to terminate a Pension Plan by the Pension Benefit Guaranty
Corporation.

     "THEME PARKS" means the Islands Theme Park and the Studio Theme Park.

     "TRANSACTION DOCUMENTS" means the Loan Documents and the Project Documents.

     "TYPE" has the meaning specified in Section 1.03 hereof.

     "UNITED STATES" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.

     "UNIVERSAL" means Universal Studios, Inc. (formerly known as MCA INC.), a
Delaware corporation, and its successors.

     "UNIVERSAL FEES" means the fees payable to Universal or an Affiliate of
Universal by the Borrower pursuant to the terms of the Borrower Partnership
Agreement.

     "UNUSED COMMITMENTS" means the excess of the aggregate amount of the
Commitments over the aggregate Outstandings of all Banks.

     Section 1.02. Accounting Terms and Determinations.

     (a) Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the most
recent audited financial statements of the Borrower delivered to the Banks;

                                       16


provided that, if the Borrower notifies the Administrative Agent that the
Borrower wishes to amend any provision hereof to eliminate the effect of any
change in GAAP (or if the Administrative Agent notifies the Borrower that the
Required Banks wish to amend any provision hereof for such purpose), then such
provision shall be applied on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such provision is amended in a manner satisfactory to the Borrower and the
Required Lenders.

     (b) The parties intend that fees and expenses incurred by the Borrower in
connection with the Related Transactions not be included in calculations of
compliance with the requirements of Section 5.19. To the extent such fees and
expenses would otherwise be reflected in such calculations, appropriate
adjustments shall be made to exclude their effect.

     Section 1.03. Types of Loans. Loans hereunder are distinguished by "Type".
The "Type" of a Loan refers to the determination whether such Loan is a
Euro-Dollar Loan or a Base Rate Loan.

     Section 1.04. Other Definitional Provisions. References in this Agreement
to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles,
Sections, Schedules or Exhibits of or to this Agreement unless otherwise
specifically provided. Any of the terms defined in Section 1.01 may, unless the
context otherwise requires, be used in the singular or plural depending on the
reference. "Include", "includes" and "including" shall be deemed to be followed
by "without limitation" whether or not they are in fact followed by such words
or words of like import. "Writing", "written" and comparable terms refer to
printing, typing and other means of reproducing words in a visible form.
References to any agreement or contract are to such agreement or contract as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof. References to any Person include the successors and assigns
of such Person. References "from" or "through" any date mean, unless otherwise
specified, "from and including" or "through and including", respectively.

                                   ARTICLE 2
                                  THE FACILITY

     Section 2.01. The Loans. During the Revolving Credit Period, each Bank
severally agrees, on the terms and conditions set forth in this Agreement, to
make loans to the Borrower from time to time in amounts such that the aggregate
Outstandings of such Bank at any one time shall not exceed the amount of its
Commitment. Within the foregoing limits, the Borrower may borrow under this
Section 2.01, repay, or to the extent permitted by Section 2.09, prepay Loans
and

                                       17


reborrow at any time during the Revolving Credit Period under this Section 2.01.
Each Borrowing under this Section 2.01 shall be in an Allowed Multiple (except
that any such Borrowing may be in an aggregate amount equal to (x) the unused
Commitments or (y) in the case of any Borrowing pursuant to Section 2.13(c)(ii),
the amount of the related Reimbursement Obligation) and shall be made from the
several Banks ratably in proportion to their respective Commitments.

     Section 2.02. Method of Borrowing.

     (a) The Borrower shall give the Administrative Agent notice substantially
in the form of Exhibit E (a "Notice of Borrowing") not later than 11:00 A.M.
(New York City time) on (x) the Domestic Business Day before each Base Rate
Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar
Borrowing (or, if the duration of the initial Interest Period applicable to such
Borrowing is requested to be twelve months, the fifth Euro-Dollar Business Day
before such Euro-Dollar Borrowing), specifying:

         (i) the date of such Borrowing, which shall be a Domestic Business Day
     in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the
     case of a Euro-Dollar Borrowing;

         (ii) the aggregate amount of such Borrowing;

         (iii) the initial Type of Loans comprising such Borrowing; and

         (iv) in the case of a Euro-Dollar Borrowing, the duration of the
     initial Interest Period applicable thereto, subject to the provisions of
     the definition of Interest Period.

Notwithstanding the foregoing, no more than eight Groups of Euro-Dollar Loans
shall be outstanding hereunder at any one time, and any Borrowing which would
exceed such limitation shall be made as a Base Rate Borrowing.

     (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly notify each Bank of the contents thereof and of such Bank's ratable
share of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

     (c) Not later than 1:00 P.M. (New York City time) on the date of each
Borrowing, each Bank shall make available its ratable share of such Borrowing,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. Unless the
Administrative Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Administrative Agent will make the funds
so received from the Banks available to the Borrower at the Borrower Account.

                                       18


     (d) Unless the Administrative Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing as required by the
terms of this Agreement, the Administrative Agent may assume that such Bank has
made such share available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (c) of this Section and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Bank shall not have so made such share available to the Administrative Agent,
such Bank and the Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at the Federal Funds
Rate; provided that the Administrative Agent shall not demand repayment from the
Borrower unless it shall have first demanded repayment from such Bank and such
Bank shall have failed to repay. If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

     (e) Nothing in subsection (d) shall be deemed to relieve any Bank from its
obligation to fulfill its Commitment hereunder to make Loans or to prejudice any
right which the Borrower may have against any defaulting Bank.

     Section 2.03 . Notes. (a) The Administrative Agent shall maintain a
register (the "REGISTER") on which it will record the Commitment of each Bank,
each Loan made by such Bank and each repayment of any Loan made by such Bank.
Any such recordation by the Administrative Agent on the Register shall be
presumptively correct, absent manifest error. Failure to make any such
recordation, or any error in such recordation, shall not affect any Borrower's
obligations hereunder.

     (b) The Borrower hereby agrees that, promptly upon the request of any Bank
at any time, the Borrower shall deliver to such Bank a single Note, in
substantially the form of Exhibit A hereto, duly executed by the Borrower and
payable to the order of such Bank and representing the obligation of the
Borrower to pay the unpaid principal amount of Loans made to the Borrower by
such Bank, with interest as provided herein on the unpaid principal amount from
time to time outstanding.

     (c) Each Bank shall record the date, amount and Type of each Loan made by
it and the date and amount of each payment of principal made with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each

                                       19


such Loan then outstanding; provided that the failure of any Bank to make, or
any error in making, any such recordation or endorsement shall not affect the
obligations of the Borrower or any Obligor under any Loan Document. Each Bank is
hereby irrevocably authorized by the Borrower to so endorse its Note or Notes
and to attach to and make a part of its Note or Notes a continuation of any such
schedule as and when required.

     Section 2.04. Fees. (a) Commitment Fees. The Borrower shall pay to the
Administrative Agent for the account of the Banks ratably in proportion to their
Commitments a commitment fee at the rate of 1.00% per annum on the Unused
Commitments. Such commitment fees shall accrue from and including the Effective
Date to but excluding the date of termination of the Commitments in their
entirety.

     (b) Letter of Credit Fees. The Borrower shall pay (i) to the Administrative
Agent for the account of the Banks ratably a letter of credit fee accruing daily
on the aggregate undrawn amount of all outstanding Letters of Credit at a rate
per annum equal to Euro-Dollar Margin for such day and (ii) to each Issuing Bank
for its own account, a letter of credit fronting fee accruing daily on the
aggregate amount then available for drawing under all Letters of Credit issued
by such Issuing Bank at such rate as may be mutually agreed between the Borrower
and such Issuing Bank from time to time.

     (c) Payment of Accrued Fees. Accrued fees under this Section shall be
payable quarterly in arrears on each Quarterly Date and on the date of
termination of the Commitments in their entirety (and, if later, the date on
which the Credit Exposures are reduced to zero).

     Section 2.05. Interest Rates. (a) Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the sum of (x)
the Base Rate Margin plus (y) the Base Rate for such day. Such interest shall be
payable in arrears on each Quarterly Date and, with respect to the principal
amount of any Base Rate Loan converted to a Euro-Dollar Loan, on the date such
Base Rate Loan is so converted. Any overdue principal of or interest on any Base
Rate Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the rate otherwise applicable to Base
Rate Loans for such day.

     (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus
the London Interbank Offered Rate applicable to such Interest Period. Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than three months, at intervals of three
months

                                       20


after the first day thereof and, with respect to the principal amount of any
Euro-Dollar Loan converted to a Base Rate Loan, on the date such Euro-Dollar
Loan is so converted.

     The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which deposits in Dollars are offered to each of
the Reference Banks in the London interbank market at approximately 11:00 A.M.
(London time) two Euro-Dollar Business Days before the first day of such
Interest Period in an amount approximately equal to the principal amount of the
Euro-Dollar Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.

     (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to (i) for the balance (if any) of the then current Interest Period applicable
to such Loan, the sum of 2% plus the Euro-Dollar Margin for such day plus the
London Interbank Offered Rate applicable to such Interest Period and (ii)
thereafter, the sum of 2% plus the Euro-Dollar Margin for such day plus the
quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%)
by dividing (x) the average (rounded upward, if necessary, to the next higher
1/16 of 1%) of the respective rates per annum at which one day (or, if such
amount due remains unpaid more than three Euro-Dollar Business Days, then for
such other period of time not longer than three months as the Administrative
Agent may select) deposits in Dollars in an amount approximately equal to such
overdue payment due to each of the Reference Banks are offered to such Reference
Bank in the London interbank market for the applicable period determined as
provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the
circumstances described in clause (a) or (b) of Section 8.01 shall exist, at a
rate per annum equal to the sum of 2% plus the rate applicable to Base Rate
Loans for such day).

     (d) The Administrative Agent shall determine each interest rate applicable
to the Loans hereunder. The Administrative Agent shall give prompt notice to the
Borrower and the Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

     (e) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

                                       21


     (f) For so long as any Bank is required to, and does, maintain reserves
against "Eurocurrency liabilities" (or any other category of liabilities which
includes deposits by reference to which the interest rate on Euro-Dollar Loans
is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of such Bank to United States
residents), and as a result the cost to such Bank (or its Euro-Dollar Lending
Office) of making or maintaining its Euro-Dollar Loans is increased, then such
Bank may in accordance with this subsection (f) require the Borrower to pay,
contemporaneously with each payment of interest on the Euro-Dollar Loans,
additional interest on the related Euro-Dollar Loan of such Bank at a rate per
annum up to but not exceeding the excess of (i)(A) the applicable London
Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve
Percentage over (ii) the applicable London Interbank Offered Rate. Any Bank
wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Administrative Agent, in which case such additional interest on
the Euro-Dollar Loans of such Bank shall be payable to such Bank at the place
indicated in such notice with respect to each Interest Period commencing at
least three Euro-Dollar Business Days after the giving of such notice and (y)
shall furnish to the Borrower at least five Euro-Dollar Business Days prior to
each date on which interest is payable on the Euro-Dollar Loans notice of the
amount to which such Bank is then entitled under this subsection (f); provided
that no notice pursuant to clause (x) of this subsection (f) shall be required
for a claim under this subsection (f) in respect of an Interest Period to the
extent attributable to an increase in the Euro-Dollar Reserve Percentage
subsequent to the date such notice would have been required to be given in
respect of such Interest Period.

     Section 2.06 . Method of Electing Interest Rates. (a) The Loans included in
each Borrowing shall bear interest initially at the type of rate specified by
the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may
from time to time elect to change or continue the type of interest rate borne by
each Group of Loans (subject in each case to the provisions of Article 8), as
follows:

         (i) if such Loans are Base Rate Loans, the Borrower may elect to
     convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;

         (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
     convert such Loans to Base Rate Loans as of any Euro-Dollar Business Day,
     subject to Section 2.11 in the event that such day is not the last day of
     the then current Interest Period applicable to such Loans; and

         (iii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
     continue such Loans as Euro-Dollar Loans for an additional

                                       22


     Interest Period, in each case effective on the last day of the then current
     Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Administrative Agent at least three Euro-Dollar Business
Days (or, if such Notice of Interest Rate Election specifies that the duration
of any Interest Period is requested to be twelve months, at least five
Euro-Dollar Business Days) before the conversion or continuation selected in
such notice is to be effective. A Notice of Interest Rate Election may, if it is
so specified, apply to only a portion of the aggregate principal amount of the
relevant Group of Loans; provided that (i) such portion is allocated ratably
among the Loans comprising such Group and (ii) the portion to which such notice
applies, and the remaining portion to which it does not apply, are each at least
$2,000,000.

     (b) Each Notice of Interest Rate Election shall specify:

         (i) the Group of Loans (or portion thereof) to which such notice
     applies;

         (ii) the date on which the conversion or continuation selected in such
     notice is to be effective, which shall comply with the applicable clause of
     subsection (a) above;

         (iii) if the Loans comprising such Group are to be converted, the new
     Type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of
     the initial Interest Period applicable thereto; and

         (iv) if such Loans are to be continued as Euro-Dollar Loans for an
     additional Interest Period, the duration of such additional Interest
     Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

     (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Administrative Agent shall promptly notify
each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower. If the Borrower fails to deliver a timely Notice of
Interest Rate Election to the Administrative Agent for any Group of Euro-Dollar
Loans, such Loans shall be converted into Base Rate Loans on the last day of the
then current Interest Period applicable thereto.

     A continuation or conversion pursuant to this Section 2.06 is not a
Borrowing subject to Section 3.02.

                                       23


     Section 2.07. Termination and Reduction of Commitments. (a) Scheduled
Termination. The Commitments shall terminate on the Termination Date.

     (b) Optional Termination or Reduction of Commitments. The Borrower may,
upon at least three Domestic Business Days' notice to the Administrative Agent,
terminate at any time, or ratably reduce from time to time by an aggregate
amount of $5,000,000 or any larger multiple of $1,000,000, the Unused
Commitments.

     Section 2.08. LIFO Loans. The Borrower agrees that (i) no Loans will be
borrowed hereunder unless the "Working Capital Commitments" under the Original
Credit Agreement are fully drawn, (ii) no prepayment of "Working Capital Loans"
not required to be made under the Original Credit Agreement will be made while
any Loans are outstanding hereunder and (iii) no termination or reduction of the
"Working Capital Commitments" not required to be made under the Original Credit
Agreement will be made while the Commitments hereunder remain in effect. This
Section 2.08 does not limit issuance of Letters of Credit pursuant to Section
2.13 hereof.

     Section 2.09. Optional Prepayments. (a) Subject in the case of any
Euro-Dollar Loans to Section 2.11, but otherwise without premium or penalty, the
Borrower may, upon at least one Domestic Business Day's notice to the
Administrative Agent, prepay the Base Rate Loans or upon at least three
Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group
of Euro-Dollar Loans, in each case in whole at any time, or from time to time in
part in Allowed Multiples, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment. Each such optional
prepayment shall be applied to prepay ratably the related Loans of the several
Banks.

     (b) Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

     Section 2.10. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 1:00 P.M. (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, the Base Rate Loans
or of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic

                                       24


Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day,
the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another
calendar month, in which case the date for payment thereof shall be the next
preceding Euro-Dollar Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for
such extended time.

     (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due from the Borrower to the
Banks hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
the Borrower shall not have so made such payment, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     (c) Upon the occurrence and during the continuance of an Event of Default,
payments received by the Administrative Agent shall be allocated in the
following order of priority:

         first, to the ratable payment of any unreimbursed expenses for which
     any Agent or Bank is to be reimbursed pursuant to Section 9.03 and unpaid
     fees owing to the Agents under this Agreement;

         second, to the ratable payment of accrued but unpaid interest on the
     Loans and the Reimbursement Obligations;

         third, to the ratable payment of unpaid principal of the Loans and the
     Reimbursement Obligations; and

         fourth, to the ratable payment of all other Obligations, until all
     Obligations shall have been paid in full.

     Section 2.11. Funding Losses. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or if any Euro-Dollar Loan is
converted to a Base Rate Loan (pursuant to Article 2, 6 or 8 or otherwise) on
any day other than the last day of the Interest Period applicable thereto, or
the last day of an applicable period fixed pursuant to Section 2.05, or if the
Borrower fails to borrow or prepay any Euro-Dollar Loans after notice has been
given to any Bank

                                       25


in accordance with Section 2.02, 2.08 or 2.09, the Borrower shall reimburse each
Bank within 15 days after demand for any resulting loss or expense incurred by
it (or by a Participant in the related Loan), including (without limitation) any
loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin, for the period after any such payment or
failure to borrow or prepay, provided that such Bank shall have delivered to the
Borrower a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

     Section 2.12. Computation of Interest and Fees. Interest based on the Prime
Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days
in a leap year) and paid for the actual number of days elapsed (including the
first day but excluding the last day). All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day).

     Section 2.13. Letters of Credit.

     (a) Commitment to Issue Letters of Credit. Subject to the terms and
conditions hereof, each Issuing Bank agrees to issue Letters of Credit
denominated in Dollars from time to time before the Letter of Credit Termination
Date upon the request of the Borrower; provided that, immediately after each
Letter of Credit is issued (i) the aggregate amount of Outstandings shall not
exceed the aggregate amount of the Commitments and (ii) the aggregate amount of
the Letter of Credit Liabilities shall not exceed $10,000,000. Upon the date of
issuance by an Issuing Bank of a Letter of Credit, the Issuing Bank shall be
deemed, without further action by any party hereto, to have sold to each Bank,
and each Bank shall be deemed, without further action by any party hereto, to
have purchased from the Issuing Bank, a participation in such Letter of Credit
and the related Letter of Credit Liabilities in the proportion to its
Percentage.

     (b) Method for Issuance; Terms; Extensions.

         (i) The Borrower shall give the Issuing Bank notice at least three
     Domestic Business Days (or such shorter notice as may be acceptable to the
     Issuing Bank in its discretion) prior to the requested issuance of a Letter
     of Credit (or, in the case of renewal or extension, prior to the Issuing
     Bank's deadline for notice of nonextension) specifying the date such Letter
     of Credit is to be issued, and describing the terms of such Letter of
     Credit and the nature of the transactions to be supported thereby (such
     notice, including any such notice given in connection with the extension of
     a Letter of Credit, a "NOTICE OF ISSUANCE"). Upon receipt of a Notice of
     Issuance, the Issuing Bank shall promptly notify the Administrative Agent,
     and the Administrative Agent shall promptly notify

                                       26


     each Bank of the contents thereof and of the amount of such Bank's
     participation in such Letter of Credit.

         (ii) The obligation of the Issuing Bank to issue each Letter of Credit
     shall, in addition to the conditions precedent set forth in Section 3.01 be
     subject to the conditions precedent that such Letter of Credit shall be in
     such form and contain such terms as shall be reasonably satisfactory to the
     Issuing Bank and that the Borrower shall have executed and delivered such
     other customary instruments and agreements relating to such Letter of
     Credit as the Issuing Bank shall have reasonably requested; provided that
     in the event and to the extent any provisions of such instruments or
     agreement are inconsistent with the provisions hereof, the provisions
     hereof shall apply. The Borrower shall also pay to the Issuing Bank for its
     own account issuance, drawing, amendment, settlement and extension charges,
     if any, in the amounts and at the times as agreed between the Borrower and
     the Issuing Bank.

         (iii) The extension or renewal of any Letter of Credit shall be deemed
     to be an issuance of such Letter of Credit, and if any Letter of Credit
     contains a provision pursuant to which it is deemed to be extended unless
     notice of termination is given by the Issuing Bank, the Issuing Bank shall
     timely give such notice of termination unless it has theretofore timely
     received a Notice of Issuance and the other conditions to issuance of a
     Letter of Credit have also theretofore been met with respect to such
     extension. Each Letter of Credit shall expire at or before the close of
     business on the date that is one year after such Letter of Credit is issued
     (or, in the case of any renewal or extension thereof, one year after such
     renewal or extension); provided that (i) a Letter of Credit may contain a
     provision pursuant to which it is deemed to be extended on an annual basis
     unless notice of termination is given by the Issuing Bank and (ii) in no
     event will a Letter of Credit expire (including pursuant to a renewal or
     extension thereof) on a date later than the Letter of Credit Termination
     Date.

     (c) Payments; Reimbursement Obligations.

         (i) Upon receipt from the beneficiary of any Letter of Credit of any
     notice of a drawing under such Letter of Credit, the Issuing Bank shall
     notify the Administrative Agent and the Administrative Agent shall promptly
     notify the Borrower and each other Bank as to the amount to be paid as a
     result of such demand or drawing and the date such payment is to be made by
     the Issuing Bank (the "PAYMENT DATE"). The Borrower shall be irrevocably
     and unconditionally obligated to reimburse the Issuing Bank for any amounts
     paid by the Issuing Bank upon any drawing under any Letter of Credit,
     without presentment, demand, protest or other

                                       27


     formalities of any kind. Such reimbursement shall be due in accordance with
     this clause (i) or clause (ii) below on the Payment Date; provided that no
     such payment shall be due from the Borrower any earlier than the date of
     receipt by it of notice of its obligation to make such payment (or, if such
     notice is received by the Borrower after 10:00 A.M. (New York City time) on
     any date, on the next succeeding Domestic Business Day); and provided
     further that if and to the extent any such reimbursement is not made by the
     Borrower in accordance with this clause (i) or clause (ii) below on the
     Payment Date, then (irrespective of when notice thereof is received by the
     Borrower), such reimbursement obligation shall bear interest, payable on
     demand, for each day from and including the Payment Date to but not
     including the date such reimbursement obligation is paid in full at a rate
     per annum equal to the rate applicable to Base Rate Loans for such day.

         (ii) If the Commitments remain in effect on the Payment Date, all such
     amounts paid by the Issuing Bank and remaining unpaid by the Borrower after
     the date and time required by Section 2.13(c)(i) (a "REIMBURSEMENT
     OBLIGATION") shall, if and to the extent that the amount of such
     Reimbursement Obligation would be permitted as a Borrowing of Loans
     pursuant to Section 3.01, and unless the Borrower otherwise instructs the
     Administrative Agent by not less than one Domestic Business Day's prior
     notice, convert automatically to Base Rate Loans on the date such
     Reimbursement Obligation arises. The Administrative Agent shall, on behalf
     of the Borrower (which hereby irrevocably directs the Administrative Agent
     so to act on its behalf), give notice no later than 12:00 Noon (New York
     City time) on such date requesting each Bank to make, and each Bank hereby
     agrees to make, a Base Rate Loan, in an amount equal to such Bank's
     Percentage of the Reimbursement Obligation with respect to which such
     notice relates. Each Bank shall make such Loan available to the
     Administrative Agent at its address referred to in Section 9.01 in
     immediately available funds, not later than 2:00 P.M. (New York City time),
     on the date specified in such notice. The Administrative Agent shall pay
     the proceeds of such Loans to the Issuing Bank, which shall immediately
     apply such proceeds to repay the Reimbursement Obligation.

         (iii) To the extent the Reimbursement Obligation is not refunded by a
     Bank pursuant to clause (ii) above, such Bank will pay to the
     Administrative Agent, for the account of the Issuing Bank, immediately upon
     the Issuing Bank's demand at any time during the period commencing after
     such Reimbursement Obligation arises until reimbursement therefor in full
     by the Borrower, an amount equal to such Bank's Percentage of such
     Reimbursement Obligation, together with interest on such amount for each
     day from the date of the Issuing Bank's

                                       28


     demand for such payment (or, if such demand is made after 1:00 P.M. (New
     York City time) on such date, from the next succeeding Domestic Business
     Day) to the date of payment by such Bank of such amount at a rate of
     interest per annum equal to the Federal Funds Rate for the first three
     Domestic Business Days after the date of such demand and thereafter at a
     rate per annum equal to the Base Rate for each additional day. The Issuing
     Bank will pay to each Bank ratably all amounts received from the Borrower
     for application in payment of its Reimbursement Obligations in respect of
     any Letter of Credit, but only to the extent such Bank has made payment to
     the Issuing Bank in respect of such Letter of Credit pursuant hereto;
     provided that in the event such payment received by the Issuing Bank is
     required to be returned, such Bank will return to the Issuing Bank any
     portion thereof previously distributed to it by the Issuing Bank.

     (d) Obligations Absolute. The obligations of the Borrower and each Bank
under subsection (c) above shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement,
under all circumstances whatsoever, including without limitation the following
circumstances:

         (i) any lack of validity or enforceability of this Agreement or any
     Letter of Credit or any document related hereto or thereto;

         (ii) any amendment or waiver of or any consent to departure from all or
     any of the provisions of this Agreement or any Letter of Credit or any
     document related hereto or thereto, provided by any party affected thereby;

         (iii) the use which may be made of the Letter of Credit by, or any acts
     or omission of, a beneficiary of a Letter of Credit (or any Person for whom
     the beneficiary may be acting);

         (iv) the existence of any claim, set-off, defense or other rights that
     the Borrower may have at any time against a beneficiary of a Letter of
     Credit (or any Person for whom the beneficiary may be acting), any Bank
     (including the Issuing Bank) or any other Person, whether in connection
     with this Agreement or the Letter of Credit or any document related hereto
     or thereto or any unrelated transaction;

         (v) any statement or any other document presented under a Letter of
     Credit proving to be forged, fraudulent or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect whatsoever;

                                       29


         (vi) payment under a Letter of Credit against presentation to the
     Issuing Bank of documents that do not comply with the terms of such Letter
     of Credit;

         (vii) any termination of the Commitments prior to, on or after the
     Payment Date for any Letter of Credit, whether at the scheduled termination
     thereof, by operation of Section 6.01 or otherwise; or

         (viii) any other act or omission to act or delay of any kind by any
     Bank (including the Issuing Bank), the Administrative Agent or any other
     Person or any other event or circumstance whatsoever that might, but for
     the provisions of this subsection (viii), constitute a legal or equitable
     discharge of or defense to the Borrower's or the Bank's obligations
     hereunder;

provided, that this Section 2.13(d) shall not limit the rights of the Borrower
under Section 2.13(e)(ii).

     (e) Indemnification; Expenses.

         (i) The Borrower hereby indemnifies and holds harmless each Bank
     (including each Issuing Bank) and the Administrative Agent from and against
     any and all claims, damages, losses, liabilities, costs or expenses of any
     kind, including, without limitation, the reasonable fees and disbursements
     of counsel which it may reasonably incur in connection with a Letter of
     Credit issued pursuant to this Section 2.13; provided that the Borrower
     shall not be required to indemnify any Bank, or the Administrative Agent,
     for any claims, damages, losses, liabilities, costs or expenses, to the
     extent found by a court of competent jurisdiction to have been caused by
     the gross negligence or willful misconduct of such Person.

         (ii) None of the Banks (including, subject to subsection (g) below, an
     Issuing Bank) nor the Administrative Agent nor any of their officers or
     directors or employees or agents shall be liable or responsible, by reason
     of or in connection with the execution and delivery or transfer of or
     payment or failure to pay under any Letter of Credit, including without
     limitation any of the circumstances enumerated in subsection (d) above;
     provided that, notwithstanding Sections 2.13(d) , the Borrower shall have a
     claim for direct (but not consequential) damage caused by (x) the Issuing
     Bank's gross negligence or willful misconduct in determining whether
     documents presented under any Letter of Credit complied with the terms of
     such Letter of Credit or (y) the Issuing Bank's failure to pay under any
     Letter of Credit after the presentation to it of documents strictly
     complying with the terms and conditions of the Letter of Credit. The
     parties agree that, with respect to documents presented which appear on

                                       30


     their face to be in substantial compliance with the terms of a Letter of
     Credit, the Issuing Bank may, in its discretion, either accept and make
     payment upon such documents without responsibility for further
     investigation, regardless of any notice or information to the contrary, or
     refuse to accept and make payment upon such documents if such documents are
     not in strict compliance with the terms of such Letter of Credit.

         (iii) Nothing in this subsection (e) is intended to limit the
     obligations of the Borrower under any other provision of this Agreement. To
     the extent the Borrower does not indemnify an Issuing Bank as required by
     this subsection, the Banks agree to do so ratably in accordance with their
     Commitments.

     (f) Stop Issuance Notice. If the Required Banks reasonably determine at any
time that the conditions set forth in Section 3.01 would not be satisfied in
respect of a Borrowing at such time, then the Required Banks may request that
the Administrative Agent issue a notice ("STOP ISSUANCE NOTICE"), and the
Administrative Agent shall issue such notice to each Issuing Bank. Such Stop
Issuance Notice shall be withdrawn upon a determination by the Required Banks
that the circumstances giving rise thereto no longer exist. No Letter of Credit
shall be issued while a Stop Issuance Notice is in effect. The Required Banks
may request issuance of a Stop Issuance Notice only if there is a reasonable
basis therefor, and shall consider reasonably and in good faith a request from
the Borrower for withdrawal of the same on the basis that the conditions in
Section 3.01 are satisfied, provided that the Administrative Agent and the
Issuing Banks may and shall conclusively rely upon any Stop Issuance Notice
while it remains in effect.

                                   ARTICLE 3
                                   CONDITIONS

     Section 3.01. Borrowings and Issuance of Letters of Credit. The obligation
of any Bank to make a Loan on the occasion of any Borrowing and the obligation
of an Issuing Bank to issue (or renew or extend the term of ) any Letter of
Credit, is subject to the satisfaction of the following conditions:

     (a) receipt by the Administrative Agent of (i) a Notice of Borrowing as
required by Section 2.02 or (ii) a Notice of Issuance as required by Section
2.13(b);

     (b) the fact that, immediately after such Borrowing or issuance (or renewal
or extension), the Outstandings of each Bank will not exceed its

                                       31


Commitment (and the aggregate amount of the Letter of Credit Liabilities shall
not exceed $10,000,000);

     (c) in the case of a Borrowing, the fact that immediately after such
Borrowing, the "Working Capital Commitments" under the Original Credit Agreement
are fully drawn;

     (d) the fact that, immediately before and after such Borrowing or issuance,
no Event of Default (and to the actual knowledge of all Authorized Officers, no
Default, other than a Default arising under Section 6.01(e) which did not arise
from the willful misconduct or gross negligence of the Borrower, which is
susceptible of being cured and which the Borrower is diligently taking steps to
cure) shall have occurred and be continuing; and

     (e) the fact that the representations and warranties of the Borrower
contained in this Agreement (except for those set forth in Section 4.03(a) and
Section 4.03(b) of this Agreement and except for any representation or warranty
which is rendered untrue solely by reason of a Default which does not prevent
satisfaction of the condition specified in Section 3.01(d)) shall be true in all
material respects on and as of the date of such Borrowing or issuance.

     Each Borrowing or issuance hereunder shall be deemed to be a representation
and warranty by the Borrower on the date of such Borrowing or issuance as to the
facts specified in clauses (b), (c), (d) and (e) of this Section as applicable.

     Section 3.02 . Effectiveness. This Agreement will become effective upon the
satisfaction of each of the following conditions:

     (a) receipt by the Administrative Agent of counterparts (or telegraphic,
telex, facsimile or other written confirmation satisfactory to the
Administrative Agent from such party of execution of a counterpart hereof by
such party) of this Agreement signed by each of the parties hereto;

     (b) receipt by the Administrative Agent of all fees and expenses payable by
the Borrower in connection with this Agreement;

     (c) receipt by the Administrative Agent of evidence satisfactory to it of
the concurrent consummation of the other Related Transactions;

     (d) receipt by the Administrative Agent of counterparts of the documents
listed as items 2, 4, 8 and 10 on Schedule I and the Amendment to Subordination
Agreement, duly executed by each of the parties thereto;

     (e) receipt by the Administrative Agent of one or more opinions of counsel
to the Borrower satisfactory to the Administrative Agent and its counsel

                                       32


covering the matters addressed in Exhibit B hereto and such additional matters
relating to the transactions contemplated hereby as the Required Banks may
reasonably request (by its execution and delivery of the Loan Documents to which
it is a party, the Borrower authorizes and directs its counsel to deliver said
opinions);

     (f) receipt by the Administrative Agent of an opinion of Davis Polk &
Wardwell, special counsel for the Agents, substantially in the form of Exhibit C
hereto and covering such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably request;

     (g) receipt by the Administrative Agent of an Officer's Certificate to the
effect set forth in clauses (d) and (e) of Section 3.01;

     (h) receipt by the Administrative Agent of an endorsement to the lenders
title insurance policy delivered in connection with the Original Credit
Agreement, confirming that the lien of the mortgage identified as item 7 on
Schedule I, as modified by the instrument identified as item 8 on Schedule I,
continuing to be valid subject to no liens other than those set forth in such
policy; and

     (i) receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of the Borrower, the authority for and the
validity of the Transaction Documents, and any other matters relevant hereto,
all in form and substance satisfactory to the Administrative Agent.

The Administrative Agent shall promptly notify each of the parties hereto of the
Effective Date, and such notice shall be conclusive and binding on all parties
hereto.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants that:

     Section 4.01. Organization, Powers, Good Standing and Subsidiaries.

     (a) Organization and Powers. The Borrower is a limited partnership duly
organized and validly existing under the laws of the State of Florida and has
all requisite partnership power and authority to own and operate its properties,
to carry on its business as now conducted and proposed to be conducted, to enter
into the Transaction Documents to which it is party and to carry out the
transactions contemplated thereby.

                                       33


     (b) Qualification and Good Standing. The Borrower is duly qualified,
properly licensed and in good standing in each jurisdiction in which its
ownership or leasing of property or the conduct of business requires such
qualification, except in jurisdictions in which the failure to so qualify, be
licensed or in good standing does not have and could not reasonably be expected
to have a Material Adverse Effect.

     Section 4.02. Authorization. The execution, delivery and performance of
each of the Loan Documents to which the Borrower is party and the issuance,
delivery and payment of the Notes have been duly authorized by all necessary
partnership action.

     (a) No Conflict. The execution, delivery and performance by the Borrower of
the Loan Documents to which it is a party and the issuance, delivery and payment
of the Notes do not and could not reasonably be expected to (i) violate any
provision of law applicable to the Borrower, or any order, judgment or decree of
any court or other agency of government binding on the Borrower, other than any
such violation that does not have and could not reasonably be expected to have a
Material Adverse Effect, (ii) violate any provision of any Project Document,
other than any such violation that does not have and could not reasonably be
expected to have a Material Adverse Effect, (iii) conflict with, result in a
breach of, or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of the Borrower, other than any such conflict,
breach or default that does not have and could not reasonably be expected to
have a Material Adverse Effect, (iv) result in or require the creation or
imposition of any Lien upon any of the properties or assets of the Borrower,
other than those created by the Collateral Documents or permitted by this
Agreement, or (v) require any approval of stockholders or partners or any
approval or consent of any Person under any Contractual Obligation of the
Borrower, other than approvals or consents which have been obtained or approvals
or consents, the failure to obtain which does not have and could not reasonably
be expected to have a Material Adverse Effect.

     (b) Consents. The execution, delivery and performance by the Borrower of
the Loan Documents to which it is party and the issuance, delivery and payment
of the Notes do not require any registration with, consent or approval of, or
notice to, or other action by, any Federal, state or other Governmental
Authority or regulatory body, or any trustee or holder of any Indebtedness or
obligation of Borrower, except for such registrations, consents, approvals,
notices or other action described in clauses (i) and (ii) below, and all such
required registrations have been made, such required consents, approvals or
notices have been given, or such other appropriate actions have been taken,
except for such registrations, consents, approvals, notices or other action, (i)
the failure to obtain which does not have and could not reasonably be expected
to have a Material Adverse Effect or (ii) which are not required to have been
made, given

                                       34


or taken at any time that this representation and warranty is made or deemed
made and which are of a type routinely obtained in the ordinary course.

     (c) Binding Obligation. Each of the Loan Documents to which the Borrower is
a party has been duly executed and delivered on behalf of the Borrower, and each
of the Loan Documents to which the Borrower is a party constitutes the legally
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with its terms, except as may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding in equity or at law).

     Section 4.03. Financial Information; No Material Adverse Change.

     (a) The balance sheet of the Borrower as of December 28, 2002 fairly
presents the financial position of the Borrower as of such date.

     (b) Since December 28, 2002, no event or condition has occurred which has
had a Material Adverse Effect.

     Section 4.04. Title to Properties; Liens. The Borrower owns or leases or
otherwise has the right to use all the properties and assets reasonably
necessary to the operation of its business and all such properties and assets
will be free and clear of Liens except as permitted pursuant to Section 5.15 and
will be free and clear of any covenants, condition, or restrictions that are
inconsistent with the current and proposed uses of such property except for any
such covenants, conditions or restrictions that do not and could not reasonably
be expected to have a Material Adverse Effect. The Borrower has or will obtain
all private easements as are necessary for the conduct of the business of the
Borrower at any time.

     Section 4.05. Litigation; Adverse Facts: Compliance with Laws. There is no
litigation which could reasonably be expected to have a Material Adverse Effect;
there is no action, suit, proceeding or arbitration at law or in equity or
before or by any Federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
pending or, to the actual knowledge of any Authorized Officer of the Borrower,
threatened against or affecting the Borrower, which could reasonably be expected
to result in a Material Adverse Effect. The Borrower is not (i) in violation of
any applicable law, except for any such violation which could not reasonably be
expected to have a Material Adverse Effect, or (ii) subject to, or in default
with respect to, any final judgment, writ, injunction, decree, rule or
regulation of any court or Federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, which could reasonably be expected to have a Material Adverse Effect.
There is no action, suit, proceeding or investigation pending or, to the actual
knowledge of any

                                       35


Authorized Officer of the Borrower, threatened against or affecting the
Borrower, which could reasonably be expected to affect the validity or the
enforceability of any of the Loan Documents.

     Section 4.06. Payment of Taxes. All United States federal income tax and
other material tax returns and reports of the Borrower required to be filed by
it have been filed, and all taxes, assessments, fees and other governmental
charges upon the Borrower and upon its properties, assets, income and franchises
which are due and payable have been paid except for such taxes, assessments,
fees or other governmental charges being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and as to which such
reserve or other appropriate provision, if any, as required in conformity with
GAAP shall have been made therefor.

     Section 4.07. Materially Adverse Agreements; Performance.

     (a) Agreements. The Borrower is not a party to and is not subject to any
material agreement or instrument or charter or other internal restriction which
could reasonably be expected to have a Material Adverse Effect.

     (b) Performance. The Borrower is not in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any Contractual Obligation of the Borrower, and no condition exists
which, with the giving of notice or the lapse of time or both, would constitute
such a default, except where the consequences, direct or indirect, of such
default or defaults, if any, could not reasonably be expected to have a Material
Adverse Effect.

     Section 4.08. Intellectual Property Rights. The Borrower owns or possesses
or holds under valid licenses all material patents, trademarks, service marks,
trade names, copyrights, licenses and other intellectual property rights
(collectively, "INTELLECTUAL PROPERTY RIGHTS") that are necessary for the
operation of the Theme Parks, and the Borrower is not in violation of any
material provision thereof. To the knowledge of the Borrower, there is no
infringement or claim of infringement by others of any material Intellectual
Property Right of the Borrower which has, or could reasonably be expected to
have, a Material Adverse Effect. Except for the License Agreements, no other
license, assignment or other document is or will be required for the Borrower to
have the right to use the name "Universal" and the "Universal" logo or is or
will be required for the Borrower to use any other Intellectual Property Rights
which are owned or possessed by, or licensed to, Universal or any Affiliate of
Universal and which are necessary for the conduct of the Borrower's business.
The Borrower is not and will not be contractually obligated to pay any fee,
royalty or other amount for the use of any Intellectual Property Rights covered
by the License Agreements other than customary royalties with respect to sales
of merchandise based on such

                                       36


Intellectual Property Rights and fees, royalties or amounts payable under
applicable guild agreements or under license agreements licensing such
Intellectual Property Rights to Universal and its Affiliates (including
reimbursement of amounts paid to third persons by Universal or its Affiliates in
respect of such fees, royalties and other amounts as provided in the Borrower
Partnership Agreement).

     Section 4.09. Governmental Regulation. The Borrower is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
to any Federal or state statute or regulation limiting its ability to incur
Indebtedness for money borrowed.

     Section 4.10. Securities Activities. The Borrower is not engaged
principally, or as one of its important activities, in the business of
extending, or arranging for the extension of, credit for the purpose of
purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan
will be used for any purpose which would be in violation of Regulation T, U or X
of the Board of Governors of the Federal Reserve System as any of the same may
at any time be amended or modified and in effect.

     Section 4.11. Employee Benefit Plans.

     (a) The Borrower and each of its ERISA Affiliates is in compliance in all
material respects with any applicable provisions of ERISA and the regulations
and published interpretations thereunder with respect to all Pension Plans and
Multiemployer Plans.

     (b) No Termination Event has occurred or to the actual knowledge of the
Borrower is reasonably expected to occur with respect to any Pension Plan.

     (c) The actuarial present value of all benefit commitments under all
Pension Plans (with assets less than vested liabilities) do not exceed the
assets thereunder by more than $2,500,000.

     (d) Neither the Borrower nor any of its ERISA Affiliates has incurred or
reasonably expects to incur any withdrawal liability under ERISA to any
Multiemployer Plan in excess of $2,500,000.

     Section 4.12. Project Documents. The Project Documents are in full force
and effect and no default exists (or, in the case of parties other than the
Borrower and its Affiliates, is known by the Borrower to exist) in the
performance of any party thereto of any of its obligations thereunder that has
or could reasonably be expected to have a Material Adverse Effect.

                                       37


     Section 4.13. Disclosure. No representation or warranty of the Borrower
contained in this Agreement or any other document, certificate or written
statement furnished to either Agent or any Bank by or on behalf of the Borrower
for use in connection with the transactions contemplated by this Agreement (and,
in the case of any such document, certificate or written statement, as
supplemented or corrected in writing prior to the time that this representation
or warranty is made or deemed made) contains any untrue statement of a material
fact or omits to state a material fact (known to the Borrower in the case of any
document not furnished by it) necessary in order to make the statements
contained herein or therein not misleading.

     Section 4.14. Hazardous Materials. The Borrower is in compliance in all
material respects with all federal, state and local laws, ordinances and
regulations relating to industrial hygiene or to the environmental conditions
on, under or about its real property (except for real property no longer owned
by the Borrower due to a conveyance, sale or other disposition pursuant to
Section 5.20), including, but not limited to, soil and ground water conditions,
asbestos and asbestos containing materials. In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of environmental
laws on the business, operations and properties of the Borrower, in the course
of which it identifies and evaluates associated liabilities and costs
(including, without limitation, any capital or operating expenditures required
for clean-up or closure of properties presently or previously owned, any capital
or operating expenditures required to achieve or maintain compliance with
environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities,
including any periodic or permanent shutdown of any facility or reduction in the
level of or change in the nature of operations conducted thereat, any costs or
liabilities in connection with off-site disposal of wastes or Hazardous
Materials, and any actual or potential liabilities to third parties, including
employees, and any related costs and expenses). On the basis of this review, the
Borrower has reasonably concluded that such associated liabilities and costs,
including the costs of compliance with environmental laws, are unlikely to have
a Material Adverse Effect.

                                   ARTICLE 5
                                    COVENANTS

     The Borrower agrees that, so long as any Bank has any Commitment hereunder
or any Obligation remains unpaid:

     Section 5.01. Financial Statements and Other Reports. The Borrower will
maintain a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in

                                       38


conformity with GAAP. The Borrower will deliver or cause to be delivered to the
Administrative Agent for delivery to the Banks:

     (a) within 60 days after the end of each of the first three fiscal quarters
of each fiscal year of the Borrower, commencing with the first such fiscal
quarter ending after the Effective Date, a balance sheet of the Borrower as at
the end of such quarter and the related statements of income, partners' equity
and cash flows for such fiscal quarter, all in accordance with GAAP, setting
forth in each case in comparative form the figures for the corresponding
quarters of the previous fiscal year, if available, all in reasonable detail and
certified by the Chief Financial Officer of the Borrower that such financial
statements fairly present the financial condition of the Borrower as at the
dates indicated and the results of its operations and its cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustment;

     (b) within 120 days after the end of each fiscal year of the Borrower, a
balance sheet of the Borrower as at the end of such year and the related
statements of income, partners' equity and cash flows of the Borrower for such
fiscal year, setting forth in each case in comparative form the figures for the
previous year, if available, and all in reasonable detail and accompanied by a
report thereon of independent certified public accountants of recognized
national standing, which report shall be in form and substance reasonably
satisfactory to the Required Banks and shall be unqualified and unlimited in
scope and shall state that such financial statements present fairly the
financial position of the Borrower as at the dates indicated and the results of
its operations and its cash flows for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years (except as otherwise stated
therein) and that the examination by such accountants in connection with such
financial statements has been made in accordance with generally accepted
auditing standards; provided that such reports of independent certified public
accountants may include a Permitted Qualification; provided further that such
reports of independent public accountants as to FQE 12/02 will be substantially
the same as those delivered in connection with Qualifying Debt Incurrence (it
being understood with respect to the fiscal year ending as of FQE 12/02,
comparative figures for the prior year will not be included in the report of the
current certified public accountants);

     (c) within 30 days after the end of each month, a balance sheet of the
Borrower as at the end of such month and the related statements of income and
cash flows for such month, all in accordance with GAAP, setting forth in each
case in comparative form the figures for the corresponding month of the previous
fiscal year, if available, all in reasonable detail and certified by the Chief
Financial Officer of the Borrower that such financial statements fairly present
the financial condition of the Borrower as at the dates indicated and the
results of its operations and its cash flows for the periods indicated, subject
to changes resulting from audit and normal year-end adjustment;

                                       39


     (d) together with each delivery of the financial statements pursuant to
subdivisions (a) and (b) above, (i) an Officer's Certificate stating that the
signer has reviewed the terms of this Agreement and the Notes and has made, or
caused to be made under his supervision, a review in reasonable detail of the
transactions and condition of the Borrower during the accounting period covered
by such financial statements and that such review has not disclosed the
existence during or at the end of such accounting period, and that the signer
does not have knowledge of the existence as at the date of the Officer's
Certificate, of any condition or event which constitutes a Default or, if any
such condition or event existed or exists, specifying the nature and period of
existence thereof and what action the Borrower has taken, is taking and proposes
to take with respect thereto; (ii) a compliance certificate in the form of
Schedule E hereto demonstrating in reasonable detail compliance during and at
the end of such accounting periods with the applicable restrictions contained in
Sections 5.16, 5.18, 5.19, 5.20 and 5.23; and (iii) together with each delivery
of financial statements pursuant to subdivision (a) above for each fiscal year
ending on or after FQE12/03, a calculation of Excess Cash Flow for such fiscal
year;

     (e) together with each delivery of the financial statements pursuant to
subdivision (b) above, a written statement by the independent public accountants
giving the report thereon (i) stating that their audit examination has included
a review of the terms of this Agreement and the Notes as they relate to
accounting matters and (ii) stating whether, in connection with their audit
examination, any condition or event which constitutes an Event of Default has
come to their attention, and if such a condition or event has come to their
attention, specifying the nature and period of existence thereof; provided that
such accountants shall not be liable by reason of any failure to obtain
knowledge of any such Event of Default that would not be disclosed in the course
of their audit examination;

     (f) promptly upon any Authorized Officer of the Borrower obtaining actual
knowledge (i) of any condition or event which constitutes a Default or becoming
aware that any Bank or Agent has given any notice with respect to a claimed
Default, (ii) that any Person has given any notice to the Borrower or taken any
other action with respect to a claimed default or event or condition of the type
referred to in Section 6.01(b), or (iii) of a material adverse change in the
business, operations, properties, assets or condition (financial or otherwise)
of the Borrower or either Theme Park, an Officer's Certificate specifying the
nature and period of existence of any such condition or event, or specifying the
notice given or action taken by such holder or Person and the nature of such
claimed default, Default, event or condition, and what action the Borrower has
taken, is taking and proposes to take with respect thereto;

     (g) promptly upon any Authorized Officer of the Borrower obtaining actual
knowledge of (i) the institution of, or threat of, any action, suit, proceeding,
governmental investigation or arbitration against or affecting the Borrower or
any

                                       40


property of the Borrower not previously disclosed by the Borrower to the Banks,
or (ii) any material development in any such action, suit, proceeding,
governmental investigation or arbitration, which, in either case could
reasonably be expected to have a Material Adverse Effect, the Borrower shall
promptly give notice thereof to the Administrative Agent and the Banks;

     (h) promptly upon any Authorized Officer of the Borrower obtaining actual
knowledge of the occurrence of any (i) Termination Event, or (ii) "prohibited
transaction," as such term is defined in Section 4975 of the Internal Revenue
Code, in connection with any Pension Plan or any trust created thereunder, a
notice specifying the nature thereof, what action the Borrower has taken, is
taking or proposes to take with respect thereto, and, when known, any action
taken or threatened by the Internal Revenue Service or the Pension Benefit
Guaranty Corporation with respect thereto;

     (i) with reasonable promptness, copies of (i) all notices received by the
Borrower or any of the Borrower's ERISA Affiliates of the Pension Benefit
Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee
appointed to administer any Pension Plan; and (ii) all notices received by the
Borrower or any of the Borrower's ERISA Affiliates from a Multiemployer Plan
sponsor concerning the imposition of withdrawal liability pursuant to Section
4202 of ERISA; and

     (j) with reasonable promptness, such other information and data with
respect to the Borrower or either Theme Park as from time to time may be
reasonably requested by the Administrative Agent upon the instruction of any
Bank.

The requirement of the Borrower to deliver or cause to be delivered to the
Administrative Agent certain financial statements and other reports pursuant to
this Section shall be deemed to be satisfied if, as and when the same financial
statements or other reports are delivered to the Administration Agreement
pursuant to Section 5.01 of the Original Credit Agreement.

The Borrower will not change its fiscal year from a period of four fiscal
quarters (based on a 52/53 week year) ending on the last Saturday of each
December or the first Saturday of January; provided that the Borrower may change
its fiscal year with the prior written approval of the Administrative Agent if
the Administrative Agent is satisfied that such change will have no substantive
effect on the requirements of Section 5.19 or any other provision of this
Agreement.

     Section 5.02. Existence, Etc.

     The Borrower will at all times preserve and keep in full force and effect
its existence and all rights, franchises and licenses necessary or desirable for
the

                                       41


operation of either Theme Park (other than those referred to in Section 5.08)
unless failure to preserve and keep in full force and effect any such rights,
franchises and licenses could not reasonably be expected to have a Material
Adverse Effect. The Borrower will remain duly qualified and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
properties requires such qualification, except where the failure to maintain
such qualification could not reasonably be expected to have a Material Adverse
Effect, and shall not engage in any business other than the operation of the
Theme Parks and activities related thereto.

     Section 5.03. Payment of Taxes and Claims. The Borrower will pay all taxes,
assessments and other governmental charges imposed upon it or any of its
operations or assets or in respect of any of its franchises, business, income or
property before any penalty or interest accrues thereon, and all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien upon any of its assets, prior to the time when any penalty or
fine shall be incurred with respect thereto, other than such taxes, assessments,
other governmental charges and claims as to which the failure to pay, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect;
provided that no such charge or claim need be paid if being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted
and as to which such reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made therefor.

     Section 5.04. Maintenance of Properties; Insurance.

     (a) The Borrower will maintain or cause to be maintained in good repair,
working order and condition all material properties used or useful in connection
with the operation of either Theme Park and from time to time will make or cause
to be made all appropriate repairs, renewals and replacements thereof. The
Borrower will maintain or cause to be maintained, insurance of the types, in the
amounts and with the insurers (or other financially sound insurers) set forth on
Schedule F hereto. In the event any insurance set forth on Schedule F hereto
becomes unavailable on commercially reasonable terms, the Banks agree to discuss
reasonable alternative arrangements with the Borrower; provided, however, that
the insurance set forth on Schedule F hereto shall be maintained if the Required
Banks reasonably determine that such insurance should be maintained. The Banks
and the Agents make no representation of the solvency of any insurer or the
sufficiency of any amount of insurance obtained by the Borrower.

     (b) If (i) the aggregate insurance proceeds received in connection with one
or more related events by the Borrower under any insurance policy maintained by
the Borrower covering losses with respect to tangible real or

                                       42


personal property or improvements exceeds $20,000,000 (exclusive of amounts paid
under business interruption or similar coverage) and (ii) the Borrower fails to
commence within 18 months of the occurrence of such losses, and thereafter to
diligently pursue, repair or reconstruction of the damaged or destroyed
properties or improvements (or to commence and diligently pursue the
construction of new properties or improvements with substantially the same
quality, appeal and capacity as that which was damaged or destroyed), then the
Borrower shall promptly prepay the Loans pursuant to Section 2.09 in an amount
equal to such insurance proceeds.

     Section 5.05. Inspection.

     (a) The Borrower will permit any authorized representatives designated by
the Required Banks (or, if an Event of Default shall have occurred and be
continuing, any Bank), including, without limitation, an independent architect,
an environmental consultant or other professional, at the expense of the Bank or
Banks making such request, to visit and inspect the Theme Parks and other
matters relating to the business activities, properties and records of the
Borrower, including financial and accounting records, and to make copies and
take extracts therefrom, and to discuss the affairs, finances and accounts of
the Borrower with the officers and independent public accountants of the
Borrower, and to perform environmental audits, all upon reasonable notice and at
such reasonable times during normal business hours and as often as may be
reasonably requested; provided, however, that such authorized representatives
shall have executed an agreement agreeing to be bound by the provisions of
Section 9.11 hereof.

     (b) The Agents and the Banks are under no duty to supervise or inspect
construction or examine any books and records. Any inspection or examination by
an Agent or a Bank is for the sole purpose of protecting the Banks' security and
preserving the Banks' rights under this Agreement. No default on the part of the
Borrower will be waived by any inspection by any Agent or Bank. In no event will
any inspection by any Agent or Bank be a representation that there has been or
will be compliance with the plans or specifications or that the construction is
free from defective materials or workmanship.

     Section 5.06. Compliance with Laws, etc.

     The Borrower will obtain, comply with, and keep in effect all permits and
approvals, including without limitation, zoning approvals, required from any
Governmental Authority for lawful operation of either Theme Park, including,
without limitation, all approvals of any changes in plans, specifications, work
materials or contracts that are required by law, or under the terms of any
recorded instrument affecting either Theme Park, or under any lease, loan
commitment or other agreement relating to either Theme Park, the failure to
obtain, comply with or keep in effect which would have a Material Adverse
Effect. The Borrower will

                                       43


comply with the requirements of all existing and future applicable laws, rules,
ordinances, regulations and orders of any Governmental Authority, including,
without limitation, all subdivision laws and zoning requirements and with all
recorded covenants, conditions and restrictions affecting the Real Property,
noncompliance with which could reasonably be expected to have a Material Adverse
Effect.

     Section 5.07. [Reserved].

     Section 5.08. Licenses, Material Contracts, Etc.

     (a) The Borrower will obtain and maintain the right to use all Intellectual
Property Rights necessary for either Theme Park and the conduct of the
Borrower's business, and will maintain in full force and effect, comply with,
and enforce its rights under, the Project Documents to which it is a party,
except where the failure to so comply or enforce could not reasonably be
expected to have a Material Adverse Effect.

     (b) For so long as either Theme Park is managed by Universal or an
Affiliate of Universal, the Borrower shall use all reasonable efforts to ensure
that it is offered the opportunity to obtain the right to use in connection with
such Theme Park all proprietary and creative elements used at or otherwise made
available at the Universal Studios Tour operated by Universal or an Affiliate of
Universal in Los Angeles, California without payment of any fee (except for such
fees required by applicable guild agreements or other agreements with third
parties).

     Section 5.09. Protection Against Lien Claims. The Borrower will promptly
pay and discharge all claims and liens for labor done and materials and services
furnished in connection with the operation of either Theme Park; provided that
the Borrower may contest in good faith any claim or lien so long as it does so
diligently and without prejudice to the Banks.

     Section 5.10. Indemnity. The Borrower agrees to indemnify and hold the
Banks and the Agents harmless from and against all liabilities, claims, damages,
costs and expenses (including but not limited to reasonable legal fees and
disbursements) arising out of or resulting from any defective workmanship or
materials occurring in the construction of either Theme Park; except such
liabilities, claims, damages, costs and expenses (including but not limited to
reasonable legal fees and disbursements) as result from work done or materials
obtained by the Agents or the Banks, or by the Borrower at the written direction
of the Agents or the Required Banks. In those situations described in the
preceding sentence where the Borrower has agreed to indemnify and hold harmless,
(i) upon demand by the Required Banks, the Borrower shall defend any action or
proceeding alleging any defective workmanship or materials brought

                                       44


against any Agent or Bank, or (ii) the Agents or the Banks, or any of them, may
defend and employ counsel in enforcing its rights hereunder; provided that in
connection with any particular matter the Borrower shall not be obligated to pay
the fees and expenses of more than one law firm (in addition to local counsel),
such law firm to be designated by the Administrative Agent, for all parties
entitled to indemnification under this Section 5.10. The provisions of this
subsection will survive the termination of this Agreement and the payment of the
Obligations.

     Section 5.11. Hazardous Materials. The Borrower covenants that it shall
keep and maintain real property owned (except for real property no longer owned
by the Borrower due to a conveyance, sale or other disposition pursuant to
Section 5.20) or used by the Borrower and operate the Theme Parks in compliance
in all material respects with all federal, state or local laws, ordinances or
regulations relating to (a) industrial hygiene or the environmental conditions
on, under or about such real property, including, but not limited to, soil and
ground water conditions, asbestos and asbestos containing materials and (b) the
use, generation, manufacture, storage or disposal on, under or about such real
property, or the transport to or from such real property, of any Hazardous
Materials.

     Section 5.12. Management of Borrower. The Borrower will cause Universal or
a Subsidiary or Affiliate of Universal at all times to manage the Theme Parks,
provided that the Borrower may upon the prior written consent of the Required
Banks, which consent shall not be unreasonably withheld, replace such legal
entity with a new manager.

     Section 5.13. Condition of Real Property. The Borrower will at all times
cause the real property upon which the entirety of each Theme Park is located to
have adequate easements and rights of way over any contiguous real property for
the full enjoyment of the intended use thereof.

     Section 5.14. Indebtedness. The Borrower will not, directly or indirectly,
create, incur, assume, guaranty, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:

     (a) Indebtedness of the Borrower under the Loan Documents;

     (b) Indebtedness that is subordinated to the Obligations of the Borrower
pursuant to the Subordination Agreement; provided that any such Indebtedness
shall be owed exclusively to the partners in the Borrower;

     (c) Indebtedness not otherwise permitted by this Section, provided that the
sum (without duplication) outstanding at any time of (i) the aggregate principal
amount of such Indebtedness, (ii) the aggregate amount of Contingent Obligations
permitted by Section 5.17(c), (iii) the aggregate amount secured by

                                       45


Liens permitted by Section 5.15(i) and (iv) the aggregate unrecovered amount of
Investments under Section 5.16, shall not exceed $84,000,000;

     (d) Indebtedness secured by Liens permitted by Section 5.15(i);

     (e) Tax Indebtedness not otherwise permitted, provided that such
indebtedness has a weighted average life to maturity greater than the then
remaining weighted average life to maturity of the Loans;

     (f) Indebtedness under the Original Credit Agreement; and

     (g) Indebtedness arising from a Qualifying Debt Incurrence.

     Section 5.15. Liens. The Borrower will not, directly or indirectly, create,
incur, assume or permit to exist any Lien on or with respect to any property or
asset (including any document or instrument in respect of goods or accounts
receivable), whether now owned or hereafter acquired, or any income or profits
therefrom, except:

     (a) Liens for taxes, assessments or governmental charges or claims which
are not at the time required to be paid pursuant to Section 5.03;

     (b) statutory and common law Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law incurred in
the ordinary course of business for sums not yet delinquent or being contested
in good faith, if such reserve or other appropriate provision, if any, as shall
be required by GAAP shall have been made therefor;

     (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made
in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money), bank offset agreements and credit card service agreements;

     (d) minor defects and irregularities in title to any real property which in
the aggregate do not impair the fair market value or use of the real property
for the purposes for which it is or may reasonably be expected to be held;

     (e) easements, exceptions, reservations, or other agreements for the
purpose of pipelines, conduits, cables, wire communication lines, power lines
and substations, streets, trails, walkways, drainage, irrigation, water and
sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or
other minerals, public utilities and other like purposes affecting real
property, facilities, or equipment which in the aggregate do not materially
burden or impair the fair

                                       46


market value or use of such property for the purposes for which it is or may
reasonably be expected to be held or in connection with either Theme Park;

     (f) Liens securing obligations created by or resulting from any litigation
or legal proceeding involving the Borrower in the ordinary course of business
which is currently being contested in good faith by appropriate proceedings;
provided that adequate reserves have been set aside and no property is subject
to a material risk of loss or forfeiture; and provided further that on and after
the Effective Date no Lien securing an amount in excess of $25,000,000 shall be
permitted under this subsection (f) for more than 10 days after the imposition
thereof;

     (g) Liens created by the Collateral Documents;

     (h) Liens securing the obligations of the Borrower in respect of the
Consulting Fee; and

     (i) Liens not otherwise permitted by this Section, provided that the sum
(without duplication) outstanding at any time of (i) the aggregate amount
secured by such Liens, (ii) the aggregate amount of Contingent Obligations
permitted by Section 5.17(c), (iii) the aggregate principal amount of
Indebtedness permitted by Section 5.14(c) and (iv) the aggregate unrecovered
amount of Investments under Section 5.16, shall not exceed $84,000,000.

     Section 5.16. Investments. The Borrower will not directly or indirectly
make or own any Investment in any Person except: (a) marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within two years from the date of
acquisition thereof, (b) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having the highest rating
obtainable from either Standard & Poor's Ratings Group or Moody's Investors
Service, Inc., (c) commercial paper maturing no more than one year from the date
of creation thereof and, at the time of acquisition, having the highest rating
obtainable from either Standard & Poor's Ratings Group or Moody's Investors
Service, Inc., (d) certificates of deposit or bankers' acceptances maturing
within six months from the date of acquisition thereof issued by commercial
banks organized under the laws of the United States of America or any state
thereof or the District of Columbia, each having combined capital and surplus of
not less than $1,000,000,000, (e) Scheduled Affiliate Transactions and (f)
Investments not otherwise permitted by this Section, provided that the sum
(without duplication) outstanding at any time of (i) the aggregate unrecovered
amount of such Investments, (ii) the aggregate amount secured by Liens permitted
by Section

                                       47


5.15(i), (iii) the aggregate principal amount of Indebtedness permitted by
Section 5.14(c) and (iv) the aggregate amount of Contingent Obligations
permitted by Section 5.17(c), shall not exceed $84,000,000.

Without limiting the generality of the foregoing, (i) the Borrower will not have
any Subsidiaries (other than Universal City Travel Partners, a Florida general
partnership, and the Finance Subsidiary) without the prior written consent of
the Required Banks, which consent may be conditioned upon such changes in the
Loan Documents as the Required Banks may deem appropriate to reflect the
existence of such Subsidiaries and (ii) except for Scheduled Affiliate
Transactions, the Borrower will not make any Investment in any Affiliate except
pursuant to clause (e) above.

     Section 5.17. Contingent Obligations. The Borrower will not, directly or
indirectly, create or become or be liable with respect to any Contingent
Obligation, except:

     (a) Contingent Obligations constituting Indebtedness permitted by Section
5.14 and Contingent Obligations in respect of Derivatives Obligations incurred
for bona fide hedging purposes;

     (b) Contingent Obligations required pursuant to Florida law and Contingent
Obligations not relating to the Indebtedness of any other Person arising in the
ordinary course of the construction or development of the Project or the
operation of either Theme Park;

     (c) Contingent Obligations not otherwise permitted by this Section,
provided that the sum (without duplication) outstanding at any time of (i) the
aggregate amount of such Contingent Obligations, (ii) the aggregate amount
secured by Liens permitted by Section 5.15(i), (iii) the aggregate principal
amount of Indebtedness permitted by Section 5.14(c) and (iv) the aggregate
unrecovered amount of Investments under Section 5.16, shall not exceed
$84,000,000; and

     (d) Contingent Obligations resulting from or created pursuant to any
Scheduled Affiliate Transactions.

     Section 5.18. Restricted Payments; Universal Fees.

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

                                       48


if the Funded Debt Ratio at the end of such fiscal year (calculated after giving
effect to any cash payment of Universal Fees in respect of such fiscal year) is
3.50 to 1.00 or less, an additional amount up to 50% of Excess Cash Flow for
such fiscal year and (ii) make additional Restricted Payments in an aggregate
amount up to $45,000,000.

     (b) The Borrower will not, directly or indirectly, pay or set apart any sum
for Universal Fees, other than Universal Fees in respect of the Studio Theme
Park accrued before July 1, 2000, it being understood that Universal Fees will
continue to accrue in accordance with the applicable provisions of the Project
Documents provided that if at the time of payment no Event of Default (and to
the actual knowledge of all Authorized Officers, no Default) shall have occurred
and be continuing, the Borrower may make payment in cash of Universal Fees
(including for the purposes of this Section 5.18(b), all interest accrued in
connection therewith) in respect of the Studio Theme Park as follows: (i) if at
the end of any fiscal quarter, the Funded Debt Ratio (calculated after giving
effect to such payment of Universal Fees) is 5.00 to 1.00 or less but more than
4.00 to 1.00, the Borrower may pay in cash such Universal Fees accrued during
such fiscal quarter (but not any prior period) and (ii) if at the end of any
fiscal quarter the Funded Debt Ratio (calculated after giving effect to such
payment of Universal Fees) is 4.00 to 1.00 or less, the Borrower may pay in cash
Universal Fees currently or previously accrued.

     (c) The Borrower will not change or suffer to be changed the formula for
calculation of Universal Fees from that in effect on December 31, 2002 without
the prior written consent of the Required Banks.

     Section 5.19. Financial Covenants.

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

               FQE 12/02                               7.50 to 1.00
               FQE 3/03 through FQE 12/03              7.00 to 1.00
               FQE 3/04 through FQE 9/04               6.50 to 1.00
               FQE 12/04 through FQE 3/05              6.00 to 1.00
               FQE 6/05                                5.75 to 1.00
               FQE 9/05                                5.25 to 1.00
               FQE 12/05                               5.00 to 1.00
               FQE 3/06                                4.75 to 1.00
               FQE 6/06                                4.50 to 1.00
               FQE 9/06                                4.00 to 1.00
               FQE 12/06                               3.50 to 1.00
               FQE 3/07 and thereafter                 3.00 to 1.00

                                       49


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

               FQE 12/02                               1.75 to 1.00
               FQE 3/03 through FQE 12/03              1.50 to 1.00
               FQE 3/04 through FQE 12/04              1.55 to 1.00
               FQE 3/05 through FQE 12/05              1.60 to 1.00
               FQE 3/06 through FQE 6/06               1.65 to 1.00
               FQE 9/06 through FQE 12/06              1.75 to 1.00
               FQE 3/07 and thereafter                 2.00 to 1.00

     (c) [Reserved].

     (d) Significant Event. In the event that, for any fiscal quarter ending not
later than FQE 12/06 (the "AFFECTED QUARTER"), there is (i) a 12% decrease in
attendance at the Theme Parks from the attendance in the corresponding fiscal
quarter of the prior fiscal year (the "PRIOR-YEAR QUARTER") and (ii) a major
terrorist activity or an armed conflict involving US military has occurred or is
occurring during such fiscal quarter or the immediately preceding fiscal
quarter, the Borrower will have the option, exercisable by written notice to the
Banks through the Administrative Agent not later than seven days following the
end of the affected quarter (the "NOTICE DATE"), to substitute in lieu of the
applicable EBITDA for the affected quarter (and, if the Borrower so elects and
subject to satisfying the liquidity test described below, the immediately
following fiscal quarter) the applicable EBITDA for the prior-year quarter (and
the immediately following quarter in the prior year) for purposes of calculation
of the Funded Debt Ratio and the Interest Coverage Ratio as at any date for
which such calculation would otherwise include the affected quarter (or the
immediately following quarter). In the event the Borrower exercises this right,
it shall make appropriate representatives available to meet or conduct a
conference call with the Banks in New York City or Orlando (or another location
mutually determined by the Borrower and the Administrative Agent) not later than
seven days following the notice date to discuss with Banks the factors giving
rise to such decrease in attendance and their continuing effects, if any. The
right of the Borrower under this subsection (d) is subject to the further
limitations that (i) such right may be exercised on only one occasion and (ii)
in order to exercise this right with respect to the fiscal quarter immediately
following the affected quarter, the Borrower shall have delivered to the Banks
through the Administrative Agent a certificate of an Authorized Officer to the
effect that, at the end of the affected quarter it has liquidity in the form of
unrestricted cash balances (including balances in deposit accounts subject to a
Deposit Account Control Agreement (as defined in the Security Agreement)),
undrawn "Working Capital Commitments" under the Original Credit Agreement and
Unused Commitments in an aggregate amount of

                                       50


not less than $40,000,000 through working capital management practices
consistent with its past practices and (iii) such substitution shall not be
effective for purposes of determining whether Restricted Payments or Universal
Fees may be paid in accordance with Section 5.18.

     Section 5.20. Restriction on Fundamental Changes; Purchases and Sale of
Assets.

     (a) The Borrower will not enter into any transaction of merger or
consolidation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, transfer or otherwise
dispose of, in one transaction or a series of transactions, any of its assets,
whether now owned or hereafter acquired, except that so long as no Event of
Default (and, to the actual knowledge of all Authorized Officers, no Default)
has occurred and is then continuing:

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

         (ii) Without limiting the generality of the foregoing, the Borrower may
     license Intellectual Property Rights so long as such license permits the
     continued use of such Intellectual Property Rights by the Borrower in
     connection with the Theme Parks (to the extent necessary or desirable in
     connection therewith) and could not materially and adversely affect or
     impair the value to the Borrower of such Intellectual Property Rights.

     (b) The Borrower will not, directly or indirectly, purchase or acquire any
real property, except that so long as no Event of Default (and, to the actual
knowledge of all Authorized Officers, no Default) has occurred and is then
continuing, the Borrower may, in any fiscal year, (i) purchase real property in
an aggregate amount which does not exceed 15% of the book value (as determined
in accordance with GAAP) of real property owned by the Borrower at the end of
the prior fiscal year, and (ii) purchase any amount of real property as long as
such

                                       51


purchase is made with the proceeds of cash equity contributions to the Borrower
or loans to the Borrower the payment of which are subordinated to the payment of
the Obligations pursuant to the terms of the Subordination Agreement.

     Section 5.21. ERISA. The Borrower will not, and will not permit any of its
ERISA Affiliates to (a) engage in any transaction in connection with which the
Borrower or any of its ERISA Affiliates would be reasonably likely to be subject
to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax
imposed by Section 4975 of the Internal Revenue Code in either case in an amount
in excess of $2,500,000; (b) fail to make full payment when due of all amounts
which, under the provisions of any Pension Plan, the Borrower or any of its
ERISA Affiliates is required to pay as contributions thereto, or permit to exist
any accumulated funding deficiency, whether or not waived, with respect to any
Pension Plan in an aggregate amount greater than $2,500,000; (c) permit the
actuarial present value of all benefit commitments under all Pension Plans to
exceed the current value of the assets of such Pension Plans (excluding Pension
Plans with assets greater than vested benefits) allocable to such vested
benefits by more than $2,500,000; or (d) fail to make any payments in an
aggregate amount greater than $1,000,000 to any Multiemployer Plan that the
Borrower or any of its ERISA Affiliates may be required to make under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto. As
used in this Section, the term "ACCUMULATED FUNDING DEFICIENCY" has the meaning
specified in Section 302 of ERISA and Section 412 of the Internal Revenue Code,
the term "ACCRUED BENEFIT" has the meaning specified in Section 3 of ERISA and
the terms "ACTUARIAL PRESENT VALUE" and "BENEFIT COMMITMENTS" have the meaning
specified in Section 4062(b)(1)(A) of ERISA.

     Section 5.22. Transactions with Affiliates. Except for (i) Partner Loans,
(ii) the transactions contemplated by Section 5.27, (iii) the performance of the
Project Documents and (iv) the Scheduled Affiliate Transactions, the Borrower
will not directly or indirectly enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service), with any Affiliate of the Borrower,
except on arms-length terms which take into consideration the expertise and
creative talents of such Affiliate.

     Section 5.23. Capital Expenditures. The Capital Expenditures of the
Borrower for any period of eight consecutive fiscal quarters shall not be more
than $200,000,000.

     Section 5.24. Use of Proceeds. The proceeds of the Loans will be used by
the Borrower for general corporate purposes and working capital purposes
(including repayment of Indebtedness and payment of Restricted Payments
otherwise permitted hereunder).

                                       52


     Section 5.25. Amendment of Related Agreements. The Borrower will not amend,
modify, waive the provisions of or terminate, or consent to any amendment,
modification, waiver or termination of, any Project Document to which it is a
party, except where such amendment, modification or waiver could not reasonably
be expected to have a Material Adverse Effect.

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

     Section 5.27. Hedging Facilities. The Borrower shall maintain in full force
and effect the interest rate swaps, caps and/or other Derivatives Obligations
entered into pursuant to Section 5.27 of the Original Credit Agreement.

                                    ARTICLE 6
                                    DEFAULTS

     Section 6.01. Events of Default. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

     (a) Failure to Make Payments When Due.

     Any principal of any Loan shall not be paid when due, whether at stated
maturity, by acceleration, by notice of prepayment or otherwise, or any interest
or fees payable by the Borrower under the Loan Documents shall not be paid
within five days of the due date thereof; or

     (b) Default Under Other Agreements.

         (i) The Borrower shall fail to make any payment in respect of any
     Material Financial Obligations (other than the Loans) when due or within
     any applicable grace period; or

                                       53


         (ii) any event or condition shall occur that results in the
     acceleration of the maturity of any Material Debt or the termination prior
     to scheduled termination of any Material Commitment or enables the holder
     or holders of such Material Debt or any Person acting on behalf of such
     holder or holders to accelerate the maturity thereof or enables the maker
     or makers of any Material Commitment or any Person acting on behalf of such
     maker or makers to terminate such Material Commitment; or

     (c) Breach of Certain Covenants.

         (i) Failure of the Borrower to observe or perform (x) any of the
     covenants or agreements contained in Section 5.01(e), 5.14, 5.15, 5.16,
     5.17, 5.18, 5.20, 5.22, 5.23, 5.24, 5.25 or 5.26 of this Agreement or (y)
     any of the agreements contained in Section 2.08 and such failure shall
     continue unremedied for a period of three Euro-Dollar Business Days after
     the earlier of (1) actual knowledge of the Borrower or (2) written notice
     thereof by the Administrative Agent to the Borrower; or

         (ii) Failure of the Borrower to observe or perform any of the covenants
     or agreements contained in Section 5.19 as of the end of any fiscal quarter
     which shall be continuing at the earliest of (x) the date of delivery of
     financial statements for the period ending at the end of such fiscal
     quarter pursuant to Section 5.01 and (y) the 60th day after the end of such
     fiscal quarter, subject to Section 6.04; or

     (d) Breach of Warranty.

     Any of the representations or warranties made in any of the Loan Documents
by the Borrower or in any statement or certificate at any time given by the
Borrower in writing pursuant to any Loan Document or in connection therewith
shall be false or misleading in any material respect on the date as of which
made; or

     (e) Other Defaults Under Agreement.

     The Borrower shall default in the performance of or compliance with any
term or obligation contained in this Agreement other than those referred to
elsewhere in this Section 6.01 and such default shall not have been remedied or
waived within 30 days after the Borrower receives notice of the occurrence of
such default from the Administrative Agent; provided that no Event of Default
shall exist under this subsection (e) with respect to any default under or
non-compliance with Section 5.02, 5.04(a) (first sentence), 5.06, 5.08, 5.11 or
5.13 so long as the default or non-compliance that would otherwise give rise to
an Event of Default did not arise from the willful misconduct or gross
negligence of the

                                       54


Borrower and is susceptible of being cured and the Borrower is diligently taking
steps to cure such default or non-compliance; or

     (f) Involuntary Bankruptcy; Appointment of Receiver, etc.

         (i) A court having jurisdiction in the premises shall enter a decree or
     order for relief in respect of the Borrower in an involuntary case under
     the Bankruptcy Code or any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect, which decree or order is not
     stayed; or any other similar relief shall be granted under any applicable
     federal or state law; or (ii) a decree or order of a court having
     jurisdiction in the premises for the appointment of a receiver, liquidator,
     sequestrator, trustee, custodian or other officer having similar powers
     over the Borrower or all or a substantial part of its property shall have
     been entered; or the issuance of a warrant of attachment, execution or
     similar process against any substantial part of the property of the
     Borrower, and the continuance of any the events described in this clause
     (ii) for 60 days unless dismissed, bonded or discharged; or

     (g) Voluntary Bankruptcy; Appointment of Receiver, etc.

         (i) The Borrower shall have an order for relief entered with respect to
     it or commence a voluntary case under the Bankruptcy Code or any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     shall consent to the entry of an order for relief in an involuntary case
     under any such law, or shall consent to the appointment of or taking
     possession by a receiver, trustee or other custodian for all or a
     substantial part of its property; the making by the Borrower of any
     assignment for the benefit of creditors; or the inability or failure of the
     Borrower or the admission by the Borrower in writing of its inability to
     pay its debts as such debts become due; or

     (h) Judgments and Attachments.

     Any money judgment, writ or warrant of postjudgment attachment, or similar
process involving in any case an amount in excess of $2,500,000 shall be entered
or filed against the Borrower and shall remain undischarged, unvacated, unbonded
or unstayed for a period of 30 days or in any event later than five days prior
to the date of any proposed sale thereunder; or

     (i) Dissolution.

     Any order, judgment or decree shall be entered decreeing the dissolution or
split up of the Borrower and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or

                                       55


     (j) Unfunded ERISA Liabilities.

         (i) Any Pension Plan maintained by the Borrower or any of its ERISA
     Affiliates shall be terminated within the meaning of Title IV of ERISA
     unless such Plan's assets would exceed its liabilities upon a termination;
     or (ii) trustee shall be appointed by an appropriate United States district
     court to administer any Pension Plan; or (iii) the Pension Benefit Guaranty
     Corporation (or any successor thereto) shall institute proceedings to
     terminate any Pension Plan or to appoint a trustee to administer any
     Pension Plan; or (iv) the Borrower or any of its ERISA Affiliates shall
     withdraw (under Section 4063 of ERISA) from a Pension Plan, if as of the
     date thereof or any subsequent date, the sum of each of the Borrower's and
     its ERISA Affiliate's various liabilities (such liabilities to include,
     without limitation, any liability in excess of any assets allocated to such
     liabilities to the Pension Benefit Guaranty Corporation (or any successor
     thereto) or to any other party under Sections 4062, 4063 or 4064 of ERISA)
     or resulting from or otherwise associated with such events listed in
     clauses (i)-(iv) above exceeds $5,000,000; or

     (k) Withdrawal Liability Under Multiemployer Plan.

     The Borrower or any of its ERISA Affiliates as employer under a
Multiemployer Plan shall have made a complete or partial withdrawal from such
Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have
notified such withdrawing employer that such employer has incurred a withdrawal
liability in an annual amount exceeding $5,000,000 and such liability shall not
have been paid prior to its due date; or

     (l) Loss of Rights Under Contractual Obligations.

     Any Governmental Authority shall, after a full hearing provided by law, and
after all appeals have been taken and final determination made, revoke or fail
to renew any license material to the operation of either Theme Park and such
revocation or failure to renew could reasonably be expected to have a Material
Adverse Effect; or the Borrower shall for any reason lose any rights under any
Contractual Obligation, which loss, after giving effect to any replacement
thereof, could reasonably be expected to have a Material Adverse Effect; or the
Borrower shall suffer the imposition of any restraining order, escrow or impound
of funds in connection with any proceeding (judicial or administrative) with
respect to such Contractual Obligation, which imposition shall materially
adversely affect the operation of either Theme Park; or

     (m) Condemnation and Major Casualty.

                                       56


     Any property of the Borrower shall be the subject of a condemnation
judgment or decree which shall not have been vacated or stayed pending appeal
within 30 days from the entry thereof and such condemnation judgment or decree
could reasonably be expected to have a Material Adverse Effect; or either (i)
uninsured casualty losses to property in excess of $50,000,000 in the aggregate
in any fiscal year shall occur at either Theme Park and additional capital in
the form of equity or Subordinated Loans (or other financial support
satisfactory to the Required Banks) shall not have been provided to the Borrower
to make up for such losses to the extent in excess of funds then available to
the Borrower from other sources, or (ii) a loss of all or substantially all of
either Theme Park or the use thereof due to destruction, damage beyond
economical repair, or rendition of either Theme Park permanently unfit for
normal use for any reason whatsoever; or

     (n) Related Agreements.

     Any material breach or default shall occur or there is a failure to observe
or perform any material covenant or agreement under any of the Project Documents
(other than the Loan Documents) and such breach, default or failure to observe
or perform could reasonably be expected to have a Material Adverse Effect;

     (o) Universal and Blackstone Parent Participation.

     Unless the Required Banks shall have otherwise consented as provided in
Section 6.02,

         (i) at any time during the period from the Effective Date to, but not
     including, the date on which the Administrative Agent receives an Officer's
     Certificate from the Borrower showing that the Funded Debt Ratio is 2.00 to
     1.00 or less (the "RATIO SATISFACTION DATE"), (A) Universal and Blackstone
     Parent do not collectively own, directly or indirectly, at least 51% of all
     partnership interests in the Borrower; or (B) Blackstone Parent and
     Universal do not each own, directly or indirectly, partnership interests in
     the Borrower equal to at least 33 1/3% of all partnership interests in the
     Borrower owned by Blackstone Parent and Universal, directly or indirectly,
     on a collective basis; or

         (ii) at any time on or after the Ratio Satisfaction Date, Universal and
     Blackstone Parent cease to collectively own, directly or indirectly, at
     least 25% of all partnership interests in the Borrower; or

     (p) Liens.

     Any Lien (whether voluntary or involuntary), other than the Liens created
by the Collateral Documents, on or with respect to any partnership interest in
the

                                       57


Borrower or any other rights or interests in profits, dividends or other
distributions on or of the equity of any of the foregoing shall be created,
incurred or assumed and, in the case of any such involuntary Lien, shall remain
in effect for a period of 30 days or more; or any partnership interest of any
partner in the Borrower or any Subordinated Loan to the Borrower made by any
partner in the Borrower shall not, at any time which is seven days after the
date that such partner obtains ownership of such partnership interest or makes
such Subordinated Loan, be subject to a valid and perfected first-priority
security interest under the Pledge Agreement (unless the Liens created by the
Pledge Agreement shall have been released in accordance with the terms thereof),
or the Borrower, any partner of the Borrower or any Person with an ownership
interest therein shall so assert in writing or any Lien purported to be created
under any Collateral Document shall cease to be, or shall be asserted by the
Borrower not to be, a valid and perfected Lien on any material portion of the
Collateral, with the priority required by the applicable Collateral Document,
except (i) as a result of a sale or other disposition of the applicable
Collateral in a transaction permitted under the Loan Documents or (ii) as a
result of the Collateral Agent's failure to maintain possession of any stock
certificates, promissory notes or other documents delivered to it under any
Collateral Document;

     (q) Finance Subsidiary.

     Finance Subsidiary shall own any assets, incur any Indebtedness or engage
in any trade or business other than as required for its organization and
continuing existence as a co-issuer of Qualifying Debt Incurrence;

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Banks, by notice to the Borrower terminate the Commitments, and
they shall thereupon terminate, and (ii) if requested by the Required Banks, by
notice to the Borrower declare the Loans (together with accrued interest thereon
and all other amounts payable hereunder) to be, and the Loans (together with
accrued interest thereon and all other amounts payable hereunder) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause (f) or (g) above, without any notice to the Borrower or any other act by
the Agents or the Banks, the Commitments shall thereupon terminate and the Loans
(together with accrued interest thereon and all other amounts payable hereunder)
shall become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

     Section 6.02. Required Bank Consents to Transfer of Interests. So long as
no Default has occurred and is continuing, the Banks will not unreasonably
withhold consent to any transfer of any direct or indirect interest that would
otherwise result in an Event of Default under Section 6.01(o). In making a

                                       58


determination to consent, or withhold consent, to any such transfer, it shall be
reasonable for the Banks to consider the financial condition of the proposed
transferee, the professional expertise and creative talent of the proposed
transferee to participate in the ownership and operation of the Theme Parks and
whether or not such proposed transfer could have a Material Adverse Effect.

     Section 6.03. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.01(e) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

     Section 6.04. Certain Cure Rights. (a) A Default under Section 6.01(c)(ii)
as of the last day of any fiscal quarter of the Borrower (the "APPLICABLE FQE")
may be cured through cash equity or Subordinated Debt contributions not later
than the tenth Domestic Business Day following the date on which financial
statements for the period ending with the Applicable FQE are delivered (or, if
such financial statements are not timely delivered in accordance with Section
5.01, the latest date permitted by Section 5.01 for such delivery). Solely for
purposes of determining whether a Default exists under Section 6.01(c)(ii), (i)
in respect of fiscal quarters ending FQE 06/03 through FQE 12/06, the amount of
such contribution shall be deemed to be additional EBITDA of the Borrower for
the fiscal quarter ending on the Applicable FQE and (ii) in respect of fiscal
quarters beginning with the fiscal quarter ending FQE 3/07, the related
prepayment will be given pro forma effect as if made on the first day of the
period of four fiscal quarters ending on the Applicable FQE, but no additional
EBITDA will be deemed to arise therefrom. No contribution will be given effect
pursuant to this Section in an amount exceeding the amount necessary to avoid a
Default under Section 6.01(c)(ii) at the Applicable FQE, it being understood
that this Section does not limit the right of the partners to make equity or
Subordinated Debt contributions. For avoidance of doubt, to the extent EBITDA of
the Borrower is deemed increased for a fiscal quarter ending not later than FQE
12/06 by operation of this Section, such increase will be included in the
calculation of EBITDA for any subsequent period of four consecutive fiscal
quarters which includes such fiscal quarter.

     Section 6.05. Cash Collateral. If an Event of Default shall have occurred
and be continuing and Banks having more than 50% of the aggregate Letter of
Credit Liabilities instruct the Administrative Agent to request cash collateral
pursuant to this Section, the Borrower will, promptly after it receives such
request from the Administrative Agent, pay to the Administrative Agent an amount
in immediately available funds equal to the then aggregate amount available for
subsequent drawings under all outstanding Letters of Credit, to be held by the
Administrative Agent, under arrangements satisfactory to it, to secure the
payment of all Letter of Credit Reimbursement Obligations arising from
subsequent drawings under such Letters of Credit; provided that, if any Event of
Default specified in Section 6.01(f) or (g) occurs with respect to the Borrower,
the

                                       59


Borrower shall pay such amount to the Administrative Agent forthwith without any
notice or demand or any other act by the Administrative Agent or the Banks;
provided further that (i) if at any time all Events of Default have been cured
or waived, such amount (to the extent not theretofore so applied) will be
returned to the Borrower upon its request and (ii) if at any time the maturity
of the Loans has been accelerated, such amount (to the extent not theretofore so
applied or returned) will be applied to pay the Secured Obligations as provided
in Section 16 of the Security Agreement.

                                   ARTICLE 7
                                     AGENTS

     Section 7.01. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to such Agent by
the terms thereof, together with all such powers as are reasonably incidental
thereto.

     Section 7.02. Agent and Affiliates. JPMorgan Chase Bank shall have the same
rights and powers under the Loan Documents as any other Bank and may exercise or
refrain from exercising the same as though it were not an Agent, and JPMorgan
Chase Bank and its Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with any Company or any Subsidiary or
Affiliate of any Company as if it were not an Agent.

     Section 7.03. Action by Agents. The obligations of the Agents under the
Loan Documents are only those expressly set forth therein. Without limiting the
generality of the foregoing, neither Agent shall be required to take any action
with respect to any Default, except as expressly provided in Article 6 and in
the Pledge Agreement.

     Section 7.04. Consultation with Experts. Either Agent may consult with
legal counsel (who may be counsel for a Company), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

     Section 7.05. Liability of Agent. Neither Agent nor any of their affiliates
nor any of the respective directors, officers, agents or employees of the
foregoing shall be liable for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Banks or (ii) in
the absence of its own gross negligence or willful misconduct. Neither Agent nor
any of their affiliates nor any of the respective directors, officers, agents or
employees of the foregoing shall be responsible for or have any duty to
ascertain, inquire into or

                                       60


verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing or issuance of a Letter of Credit hereunder;
(ii) the performance or observance of any of the covenants or agreements of any
Company; (iii) the satisfaction of any condition specified in Article 3, except
receipt of items required to be delivered to the Administrative Agent; or (iv)
the validity, effectiveness or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith. Neither Agent shall
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

     Section 7.06. Indemnification. Each Bank shall, ratably in accordance with
its Credit Exposure, indemnify each Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower or any Obligor) against any cost, expense (including counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from such indemnitees' gross negligence or willful misconduct) that such
indemnitees may suffer or incur in connection with the Transaction Documents or
any action taken or omitted by such indemnitees thereunder.

     Section 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon either Agent, the Lead Arrangers or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Bank also acknowledges that it will, independently and without
reliance upon either Agent, the Lead Arrangers or any other Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action
under this Agreement.

     Section 7.08. Successor Agent. Either Agent may resign at any time by
giving notice thereof to the Banks and the Borrower. Upon any such resignation,
the Borrower shall have the right to appoint a Bank as successor Agent. If (x)
no successor Agent shall have been so appointed by the Borrower, and shall have
accepted such appointment or (y) the Required Banks shall have objected to such
appointment by notice to the Borrower and such retiring Agent, in either case
within 30 days after the retiring Agent gives notice of resignation, then the
retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be a commercial bank organized or licensed under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $1,000,000,000. Upon the acceptance of its appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations

                                       61


hereunder. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent.

     Section 7.09. Agent's Fee. The Borrower shall pay to each Agent for its own
account fees in the amounts and at the times previously agreed upon between the
Borrower and such Agent.

                                   ARTICLE 8
                            CHANGES IN CIRCUMSTANCES

     Section 8.01. Basis for Determining Interest Rate Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period for any
Euro-Dollar Loan:

     (a) the Administrative Agent is advised by the Reference Banks that
deposits in Dollars (in the applicable amounts) are not being offered to the
Reference Banks in the London interbank market for such Interest Period, or

     (b) Banks having 50% or more of the aggregate amount of the Commitments
advise the Administrative Agent that the London Interbank Offered Rate as
determined by the Administrative Agent will not adequately and fairly reflect
the cost to such Banks of funding their Euro-Dollar Loans for such Interest
Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans, or to convert outstanding
Loans into Euro-Dollar Loans, shall be suspended and (ii) each outstanding
Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the
then current Interest Period applicable thereto. Unless the Borrower notifies
the Administrative Agent at least two Domestic Business Days before the date of
any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, such Borrowing shall instead be
made as a Base Rate Borrowing.

     Section 8.02. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable

                                       62


agency shall make it unlawful or impossible for any Bank (or its Euro-Dollar
Lending Office) to make, maintain or fund its Euro-Dollar Loans and such Bank
shall so notify the Administrative Agent, the Administrative Agent shall
forthwith give notice thereof to the other Banks and the Borrower, whereupon
until such Bank notifies the Borrower and the Administrative Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans or to convert outstanding Base Rate Loans
into Euro-Dollar Loans shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of
such Bank then outstanding shall be converted to a Base Rate Loan either (a) on
the last day of the then current Interest Period applicable to such Euro-Dollar
Loan if such Bank may lawfully continue to maintain and fund such Loan to such
day or (b) immediately if such Bank shall determine that it may not lawfully
continue to maintain and fund such Loan to such day.

     Section 8.03. Increased Cost and Reduced Return. (a) If the adoption on or
after the date hereof of any applicable law, rule or regulation, or any change
on or after the date hereof in any applicable law, rule or regulation, or any
change on or after the date hereof in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Applicable Lending Office) with any request or directive made on or after
the date hereof (whether or not having the force of law) of any such authority,
central bank or comparable agency shall impose, modify or deem applicable any
reserve (including, without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System, but excluding any such
requirement included in an applicable Euro-Dollar Reserve Percentage), special
deposit, insurance assessment or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Bank (or its Applicable
Lending Office) or shall impose on any Bank (or its Applicable Lending Office)
or the London interbank market any other condition affecting its Euro-Dollar
Loans or Letters of Credit or its obligation to make Euro-Dollar Loans or issue
or participate in any Letters of Credit and the result of any of the foregoing
is to increase the cost to such Bank (or its Applicable Lending Office) of
making or maintaining any Euro-Dollar Loan or issuing or participating in any
Letter of Credit, or to reduce the amount of any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or Letters of
Credit, by an amount deemed by such Bank to be material, then, within 15 days
after demand by such Bank (with a copy to the Administrative Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

                                       63


     (b) If any Bank shall have determined that the adoption after the date
hereof of any applicable law, rule or regulation regarding capital adequacy, or
any change on or after the date hereof in any such law, rule or regulation, or
any change on or after the date hereof in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or any request or directive
regarding capital adequacy made on or after the date hereof (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed
by such Bank to be material, then from time to time, within 15 days after demand
by such Bank (with a copy to the Administrative Agent), the Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank (or
its Parent) for such reduction.

     (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods. Notwithstanding the foregoing subsections (a)
and (b) of this Section 8.03, the Borrower shall only be obligated to compensate
any Bank for any amount arising or accruing during (i) any time or period
commencing not more than 90 days prior to the date on which such Bank notifies
the Administrative Agent and the Borrower that it proposes to demand such
compensation and identifies to the Administrative Agent and the Borrower the
statute, regulation or other basis upon which the claimed compensation is or
will be based and (ii) any time or period during which, because of the
retroactive application of such statute, regulation or other such basis, such
Bank did not know that such amount would arise or accrue.

     Section 8.04. Taxes. (a) For the purposes of this Section 8.04, the
following terms have the following meanings:

     "TAXES" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings with respect to any payment by the Borrower
pursuant to this Agreement or under any Note, and all liabilities with respect
thereto, excluding (i) in the case of each Bank and the Administrative Agent,

                                       64


taxes imposed on its net income, and franchise or similar taxes imposed on it,
by a jurisdiction under the laws of which such Bank or the Administrative Agent
(as the case may be) is organized or in which its principal executive office is
located or, in the case of each Bank, in which its Applicable Lending Office is
located or by any state, possession, or territory of the United States solely as
a result of the Bank's or the Administrative Agent's (as the case may be) doing
business in such state, possession or territory other than as a result of this
Agreement and (ii) in the case of each Bank, any United States withholding tax
imposed on such payments but only to the extent that such Bank is subject to
United States withholding tax at the time such Bank first becomes a party to
this Agreement.

     "OTHER TAXES" means any present or future stamp, documentary taxes,
intangible taxes, mortgage recording taxes and any other excise or property
taxes, or similar charges or levies, which arise from any payment made pursuant
to this Agreement or under any Note or from the execution or delivery of, or
otherwise with respect to, this Agreement, any Note, or any other Loan Document.

     (b) Any and all payments by the Borrower to or for the account of any Bank
or the Administrative Agent hereunder or under any Note shall be made without
deduction for any Taxes or Other Taxes; provided that, if the Borrower shall be
required by law to deduct any Taxes or Other Taxes from any such payments, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) such Bank or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall
furnish to the Administrative Agent, at its address referred to in Section 9.01,
the original or a certified copy of a receipt evidencing payment thereof.

     (c) The Borrower agrees to indemnify each Bank and the Administrative Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by such Bank or the Administrative Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be paid within 30
days after such Bank or the Administrative Agent (as the case may be) makes
demand therefor. If a Bank or the Administrative Agent (as the case may be)
shall become aware that it is entitled to claim a refund (or refund in the form
of a credit) (each a "REFUND") from a taxing authority (as a result of any error
in the amount of Taxes or Other Taxes paid to such taxing authority) of such
Taxes or Other Taxes for which it has been indemnified by the Borrower, or with
respect to which the Borrower has paid additional amounts, pursuant to this
Section 8.04, it shall promptly notify the

                                       65


Borrower of the availability of such Refund and shall, within 30 days after
receipt of a written request by the Borrower, make a claim to such taxing
authority for such Refund at the Borrower's expense if, in the judgment of such
Bank or the Administrative Agent (as the case may be), the making of such claim
will not be otherwise disadvantageous to it; provided that nothing in this
subsection (c) shall be construed to require any Bank or the Administrative
Agent to institute any administrative proceeding (other than the filing of a
claim for any such Refund) or judicial proceeding to obtain any such Refund. If
a Bank or the Administrative Agent (as the case may be) receives a Refund from a
taxing authority (as a result of any error in the amount of Taxes or Other Taxes
paid to such taxing authority) of any such Taxes or Other Taxes for which it has
been indemnified by the Borrower, or with respect to which the Borrower has paid
additional amounts, pursuant to this Section 8.04, it shall promptly pay to the
Borrower the amount so received (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 8.04 with
respect to the Taxes or Other Taxes giving rise to such Refund), net of all
reasonable out-of-pocket expenses (including the net amount of taxes, if any,
imposed on such Bank or the Administrative Agent with respect to such Refund) of
such Bank or Administrative Agent, and without interest (other than interest
paid by the relevant taxing authority with respect to such Refund); provided,
however, that the Borrower upon the request of such Bank or the Administrative
Agent, agrees to repay the amount paid over to the Borrower (plus penalties,
interest or other charges) to such Bank or the Administrative Agent in the event
such Bank or the Administrative Agent is required to repay such Refund to such
taxing authority. Nothing contained in this Section 8.04 shall require any Bank
or the Administrative Agent to make available any of its tax returns (or any
other information that it deems to be confidential or proprietary).

     (d) Each Bank organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Bank listed on the signature pages hereof and on or prior to
the date on which it becomes a Bank in the case of each other Bank, and from
time to time thereafter if requested in writing by the Borrower (but only so
long as such Bank remains lawfully able to do so), shall provide the Borrower
with Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which exempts the Bank from United States withholding tax or
reduces the rate of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

     (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the

                                       66


date on which such form originally was required to be provided), such Bank shall
not be entitled to indemnification under Section 8.04(b) or (c) with respect to
Taxes imposed by the United States; provided that if a Bank, which is otherwise
exempt from or subject to a reduced rate of withholding tax, becomes subject to
Taxes because of its failure to deliver a form required hereunder, the Borrower
shall take such steps, at the expense of such Bank, as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

     (f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section, then such Bank will change the
jurisdiction of its Applicable Lending Office if, in the judgment of such Bank,
such change (i) will eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.

     Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Bank to make or maintain Euro-Dollar Loans to the
Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03 or 8.04 with respect to its Euro-Dollar
Loans and the Borrower shall, by at least five Euro-Dollar Business Days' prior
notice to such Bank through the Administrative Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until such
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer exist:

     (a) all Loans which would otherwise be made by such Bank as (or continued
as or converted into) Euro-Dollar Loans shall instead be Base Rate Loans (on
which interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks); and

     (b) after each of its Euro-Dollar Loans has been repaid (or converted into
a Base Rate Loan), all payments of principal which would otherwise be applied to
repay such Euro-Dollar Loans shall be applied to repay its Base Rate Loans
instead.

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be converted into a Euro-Dollar Loan on the first day of the next succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other Banks.

     Section 8.06. Substitution of Bank. If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 hereof, (ii)
any Bank has demanded compensation under Section 8.03 or 8.04 hereof, (iii) any
Bank has demanded compensation under Section 2.05(f) hereof in an amount
determined in good faith by the Borrower to be materially in excess of the
amount demanded by other Banks, provided that in no event shall the aggregate
Credit

                                       67


Exposures of Banks replaced pursuant to this clause (iii) exceed 30% of the
aggregate Credit Exposure of all Banks or (iv) any Bank has defaulted in its
obligation to lend hereunder, the Borrower shall have the right, if no Event of
Default then exists, to replace such Bank (the "REPLACED BANK") hereunder with
one or more other banks (collectively, the "REPLACEMENT BANK") acceptable to the
Administrative Agent; provided that (i) at the time of any replacement pursuant
to this Section 8.06, the Replaced Bank and the Replacement Bank shall enter
into one or more Assignment and Assumption Agreements, substantially in the form
of Exhibit D hereto, pursuant to which the Replacement Bank shall acquire the
Commitments and outstanding Loans of the Replaced Bank and, in connection
therewith, shall pay (to the extent not paid by the Borrower) to the Replaced
Bank in respect thereof an amount equal to the sum of (A) an amount equal to the
principal of, and all accrued interest on, all outstanding Loans of the Replaced
Bank, (B) an amount equal to all accrued, but theretofore unpaid, fees hereunder
owing to the Replaced Bank and (C) an amount equal to the amount which would be
payable by the Borrower to the Replaced Bank pursuant to Section 2.11 if the
Borrower prepaid at the time of such replacement all of the Loans of such
Replaced Bank outstanding at such time and (ii) all obligations of the Borrower
owing to the Replaced Bank (other than those specifically described in clause
(i) above of this proviso in respect of which the assignment purchase price has
been, or is concurrently being, paid) shall be paid in full to such Replaced
Bank concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) of the above proviso and, if so requested by the
Replacement Bank, delivery to the Replacement Bank of the appropriate Note or
Notes executed by the Borrower, the Replacement Bank shall become a Bank
hereunder and the Replaced Bank shall cease to constitute a Bank hereunder. The
provisions of this Agreement (including without limitation Sections 2.11, 8.03,
8.04 and 9.03) shall continue to govern the rights and obligations of a Replaced
Bank with respect to any Loans made or any other actions taken by such Bank
while it was a Bank. Nothing in this Section 8.06 shall affect the rights of the
Borrower against any Bank which defaults in its obligations hereunder.

                                   ARTICLE 9
                                  MISCELLANEOUS

     Section 9.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (a) in the
case of the Borrower or either Agent, at its address, facsimile number or telex
number set forth on the signature pages hereof, (b) in the case of any Bank, at
its address, facsimile number or telex number

                                       68


as such party may hereafter specify for the purpose by notice to the
Administrative Agent and the Borrower. Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answerback is received, (ii) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (iii) if given by mail, the fourth Domestic Business Day
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (iv) if given by any other means, when
delivered at the address specified in this Section; provided that notices to the
Administrative Agent under Article 2 or Article 8 shall not be effective until
received.

     Section 9.02. No Waivers. No failure or delay by either Agent or any Bank
in exercising any right, power or privilege under any Loan Document shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in the Loan
Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.

     Section 9.03. Expenses; Indemnification. (a) The Borrower agrees to pay (i)
all reasonable out-of-pocket expenses of the Agents and the Lead Arrangers,
including, in the case of fees and disbursements of legal counsel, the
reasonable fees and disbursements only of special New York counsel for the
Agents, in connection with the preparation and administration of the Loan
Documents, any waiver or consent thereunder or any amendment thereof or any
Default or alleged Default hereunder and (ii) if an Event of Default has
occurred and is continuing, all reasonable out-of-pocket expenses incurred by
each Agent and Bank, including (without duplication) the reasonable fees and
disbursements of outside counsel and the allocated cost of inside counsel, in
connection with such Event of Default and collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom, provided that it is
understood that the Borrower shall not, in respect of the legal expenses of the
Banks in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one law firm (in
addition to any local counsel) for all Banks designated by the Administrative
Agent and that all such fees and expenses shall be reimbursed as they are
incurred.

     (b) The Borrower agrees to indemnify each Agent and Bank, their respective
affiliates and the respective directors, officers, agents and employees of the
foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) brought or threatened relating
to or

                                       69


arising out of this Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that no Indemnitee shall have the right to be indemnified
hereunder for such Indemnitee's own gross negligence or willful misconduct.

     Section 9.04. Sharing of Set-offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Loans and Letter of Credit Liabilities held by it which is greater than
the proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Loans and Letter of Credit
Liabilities held by such other Bank, the Bank receiving such proportionately
greater payment shall purchase such participations in the Loans and the Letter
of Credit Liabilities held by the other Banks, and such other adjustments shall
be made, as may be required so that all such payments of principal and interest
with respect to the Loans and Letter of Credit Liabilities held by the Banks
shall be shared by the Banks pro rata; provided that nothing in this Section
shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrower other than its indebtedness hereunder.
The Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Loan or Letter of Credit
Liability, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim with respect to such participation as
fully as if such holder of a participation were a direct creditor of such
Borrower in the amount of such participation.

     Section 9.05. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by each of the Borrower and the Required Banks (and, if
the rights or duties of any Issuing Bank or either Agent are affected thereby,
by such Issuing Bank or such Agent, respectively); provided that no such
amendment or waiver shall, (a) unless signed by all the Banks, (i) release all
or substantially all of the Collateral or (ii) change the percentage of the
Credit Exposures, or the number of Banks, which shall be required for the Banks
or any of them to take any action under this Section or any other provision of
this Agreement or (b) unless signed by each affected Bank, (i) increase or
decrease any Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any additional obligation, (ii)
reduce the principal of or rate of interest on any Loan or the amount to be
reimbursed in respect of any Letter of Credit or any interest thereon, or any
fees hereunder or (iii) postpone the date fixed for any payment or prepayment of
principal of or interest on any Loan or for reimbursement in respect of any
Letter of Credit or any fees hereunder or for any scheduled reduction or
termination of any Commitment or (except as expressly provided in Section 2.13)
the expiry date of any Letter of Credit, provided further that notwithstanding
any of the foregoing,

                                       70


any amendment of the Original Credit Agreement shall be effective as an
amendment of the corresponding provision of this Agreement so long as (i) the
provisions of such amendment do not more adversely affect the Banks under this
Agreement than the "Banks" under the Original Credit Agreement and (ii) such
amendment is approved by "Banks" under the Original Credit Agreement (as
determined by the Administrative Agent) and Banks hereunder having at least 51%
in aggregate of the sum of the "Total Exposures" under the Original Credit
Agreement and the Credit Exposures hereunder.

     Section 9.06. Successors and Assigns. (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, except that (i) the Borrower may not assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of all Banks and (ii) no Bank may assign or otherwise transfer
any of its rights under this Agreement except in accordance with the further
provisions of this Section 9.06.

     (b) Subject to the further provisions of this Section 9.06, any Bank may at
any time grant to one or more banks or other financial institutions (each a
"PARTICIPANT") participating interests in its Commitment and its Loans and/or
Letter of Credit Liabilities at the time owing to it. In the event of any such
grant by a Bank of a participating interest to a Participant, such Bank shall
remain responsible for the performance of its obligations hereunder, and the
Borrower and the Agents shall continue to deal solely and directly with such
Bank in connection with such Banks' rights and obligations under this Agreement.
Any agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder or to exercise any rights as a
Bank hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Loan Documents;
provided that such participation agreement may provide that such Bank will not
agree to any modification, amendment or waiver of this Agreement described in
clause (i), (ii), (iii) or (iv) of Section 9.05 without the consent of the
Participant. Subject to subsection (f) below, the Borrower agrees that each
Participant shall, to the extent provided in its participation agreement, be
entitled to receive payments under Article 8 with respect to its participating
interest.

     (c) Subject to the further provisions of this Section 9.06, any Bank may at
any time assign to one or more banks or other financial institutions (each an
"ASSIGNEE") all, or a proportionate part of all, of its rights and obligations
under the Loan Documents, and such Assignee shall assume such rights and
obligations, pursuant to an Assignment and Assumption Agreement in substantially
the form of Exhibit D hereto executed by such Assignee and such transferor Bank,
with (and subject to) the subscribed consent of the Administrative Agent and (so
long as no Event of Default exists at the time) the Borrower, which consents
shall not

                                       71


be unreasonably withheld; provided that if an Assignee is an Affiliate of such
transfer Bank or immediately prior to such assignment had Credit Exposure, no
such consents shall be required. Upon execution and delivery of such instrument
and payment by such Assignee to such transferor Bank of an amount equal to the
purchase price agreed between such transferor Bank and such Assignee, such
Assignee shall be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank with a Credit Exposure as set forth in such instrument
of assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any
party shall be required. Upon the consummation of any assignment pursuant to
this subsection (c), the transferor Bank, the Administrative Agent and the
Borrower shall make appropriate arrangements so that, if required, a new Note is
issued to the Assignee. In connection with any such assignment, the transferor
Bank shall pay to the Administrative Agent an administrative fee for processing
such assignment in the amount of $2,500. If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall
deliver to the Borrower and the Administrative Agent certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 8.04(d).

     (d) Any Bank 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
Bank, 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 Bank from any of its obligations hereunder or
substitute any such pledgee or assignee for such Bank as a party hereto.

     (e) Without the prior consent of the Borrower and the Administrative Agent,
no assignment under subsection (c) above shall be permitted unless after giving
effect to any such assignment each of the transfer Bank and the Assignee has
Credit Exposure of $5,000,000 or more or (solely in the case of the transfer
Bank) zero.

     (f) No Assignee, Participant or other transferee of any Banks' rights
(including any successor Applicable Lending Office) shall be entitled to receive
any greater payment under Section 8.03 or 8.04 than such Bank would have been
entitled to receive with respect to the rights transferred, unless such transfer
is made with the Borrower's prior written consent or by reason of the provisions
of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different
Applicable Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

     (g) Notwithstanding anything to the contrary contained herein, any Bank (a
"GRANTING BANK") may grant to a special purpose funding vehicle (a

                                       72


"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Bank would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to
the terms hereof. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Bank to the same extent, and as if, such Loan were
made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Bank). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 9.06(g), any SPC may (i) with notice to, but
without prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Loan to the Granting Bank or to any financial institutions
(consented to by the Borrower and Administrative Agent) providing liquidity
and/or creditor support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. This Section 9.06(g) shall be not be amended unless such amendment is in
writing and signed by each of the Borrower and the Required Banks; provided in
case any Granting Bank has funded through an SPC, such amendment shall be in
writing and signed by each of the Borrower and the Required Banks, including all
Granting Banks.

     Section 9.07. Collateral. Each of the Banks represents to the Agents and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

     Section 9.08. Governing Law; Submission to Jurisdiction. This Agreement and
each Note shall be governed by and construed in accordance with the laws of the
State of New York. The Borrower hereby submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of
any New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Borrower irrevocably waives, to the

                                       73


fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

     Section 9.09. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     Section 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     Section 9.11. Confidentiality. Each Agent and Bank agrees to keep any
information delivered or made available by the Borrower or any Affiliate of the
Borrower pursuant to this Agreement or any other Loan Document confidential from
anyone other than persons employed or retained by it or its Affiliates who are
engaged in evaluating, approving, structuring or administering the credit
facility contemplated hereby; provided that nothing herein shall prevent any
Agent or Bank from disclosing such information (a) to any other Bank or Agent,
(b) upon the order of any court or administrative agency, (c) upon the request
or demand of any regulatory agency or authority, (d) which had been publicly
disclosed other than as a result of a disclosure by any Agent or Bank prohibited
by this Agreement, (e) in connection with any litigation to which any Agent or
Bank or any of their subsidiaries or Parents may be a party, (f) to the extent
necessary in connection with the exercise of any remedy hereunder, (g) to such
Bank's or Agent's legal counsel and independent auditors and (h) subject to its
prior agreement to be bound by confidentiality provisions no less restrictive
than those contained in this Section, to any actual or proposed Participant or
Assignee permitted hereunder. In the event that any Agent or Bank is required to
disclose any such information pursuant to a judicial or administrative subpoena
or other court process, then such Agent or Bank shall promptly advise the
Borrower of such subpoena or other process and shall cooperate with any effort
by the Borrower to seek a protective order limiting further disclosure, in each
case to the extent it may do so without violating a law or court order
applicable to it.

     Section 9.12. Non-recourse to Partners. Except (i) pursuant to the express
terms of the other Loan Documents and (ii) to the extent of any Restricted
Payments made to any partner in violation of Section 5.18, no recourse shall be
had for the payment of the principal of or interest on any Loan, or for any
claim based thereon, or otherwise in respect thereof, or with respect to any
other obligation of the Borrower hereunder or under any other Loan Document,
against any past, present or future partner of the Borrower or any partner
thereof, whether

                                       74


by virtue of any statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being expressly waived and released
by the Agents and each Bank.




                                       75


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date above written.

                             UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.,
                             a Florida limited partnership

                             By:  UNIVERSAL CITY FLORIDA HOLDING CO. II,
                                  a Florida general partnership, its sole
                                  general partner

                                  By:  UNIVERSAL CITY PROPERTY MANAGEMENT II LLC


                                       By:  /s/ Michael Short
                                            ------------------------------------
                                            Title: Vice President


                                  By:  BLACKSTONE UTP CAPITAL PARTNERS A L.P.

                                       By:  BLACKSTONE MEDIA MANAGEMENT
                                            ASSOCIATES III L.L.C.


                                       By:  /s/ Howard Lipson
                                            ------------------------------------
                                            Title: Member


                                  By:  BLACKSTONE UTP CAPITAL PARTNERS L.P.

                                       By:  BLACKSTONE MEDIA MANAGEMENT
                                            ASSOCIATES III L.L.C.


                                            By: /s/ Howard Lipson
                                                --------------------------------
                                                Title: Member






                                  By:  BLACKSTONE UTP OFFSHORE CAPITAL
                                       PARTNERS L.P.

                                       By:  BLACKSTONE MEDIA MANAGEMENT
                                            ASSOCIATES III L.L.C.


                                       By:  /s/ Howard Lipson
                                            ------------------------------------
                                            Title: Member



                                  By:  BLACKSTONE FAMILY MEDIA PARTNERSHIP III
                                       L.P.

                                       By:  BLACKSTONE MEDIA MANAGEMENT
                                            ASSOCIATES III L.L.C.


                                            By:  /s/ Howard Lipson
                                                 -------------------------------
                                                 Title: Member




                                       Address for the above:

                                       Universal City Development Partners, Ltd.
                                       1000 Universal Studios Plaza
                                       Orlando, Florida 32819
                                       Attention: Michael Short
                                       Facsimile: (407) 224-6740

                                       With a copy to:

                                       The Blackstone Group
                                       345 Park Avenue, 31st Floor
                                       New York, New York 10154
                                       Attention: Howard Lipson
                                       Facsimile: (212) 583-5703




                                   JPMORGAN CHASE BANK


                                   By: /s/ Marina Flindell
                                       -----------------------------------------
                                       Title:  Vice President



                                   BANC OF AMERICA BRIDGE LLC


                                   By: /s/ Kurt Brechnitz
                                       -----------------------------------------
                                       Title:  Vice President



                                   CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
                                     ITS CAYMAN ISLANDS BRANCH


                                   By: /s/ Jay Chall
                                       -----------------------------------------
                                       Title:  Director


                                   By: /s/ Cassandra Droogan
                                       -----------------------------------------
                                       Title:  Associate



                                   THE BANK OF NOVA SCOTIA


                                   By: /s/ Alan W. Pendergast
                                       -----------------------------------------
                                       Title:  Managing Director







                                   WACHOVIA BANK, NATIONAL ASSOCIATION
                                   By: /s/ Reginald T. Dawson
                                       -----------------------------------------
                                       Title: Director




                                      JPMORGAN CHASE BANK, as
                                        Administrative Agent and as
                                        Collateral Agent

                                      By: /s/ Marina Flindell
                                          --------------------------------------
                                          Title: Vice President






                                          Address for the above:

                                          JPMorgan Chase Bank
                                          270 Park Avenue
                                          New York, New York 10017
                                          Attention: John McDonagh
                                          Facsimile: (212) 270-0430




                                                                      SCHEDULE A

                                    EXPOSURES


         NAME OF BANK                                   COMMITMENTS
         ------------                                   -----------

JPMorgan Chase Bank                                      $15,000,002

Banc of America Bridge LLC                               $15,000,000

Credit Suisse First Boston, acting through its            $6,666,666
Cayman Islands Branch

The Bank of Nova Scotia                                   $6,666,666

Wachovia Bank, National Association                       $6,666,666
                                                     --------------------
TOTALS                                                  $50,000,000.00




                                                                      SCHEDULE B

                                PRICING SCHEDULE

     "BASE RATE MARGIN" means for any date the rate set forth in the applicable
table below in the row opposite such term and in the column corresponding to the
Pricing Level that applies at such date.

     "EURO-DOLLAR MARGIN" means for any date the rate set forth in the
applicable table below in the row opposite such term and in the column
corresponding to the Pricing Level that applies at such date.



                   ----------------------------------------------------------------------------------
                                                     PRICING LEVEL
                   ----------------------------------------------------------------------------------
                       LEVEL I         LEVEL II        LEVEL III        LEVEL IV         LEVEL V
- -----------------------------------------------------------------------------------------------------

BASE RATE MARGIN        1.75%           2.00%            2.50%           2.75%            3.00%
- -----------------------------------------------------------------------------------------------------
EURO-DOLLAR
MARGIN                  2.75%           3.00%            3.50%           3.75%            4.00%
- -----------------------------------------------------------------------------------------------------


     For purposes of this Schedule, the following terms have the following
meanings:

     "LEVEL I" applies at any date if, at such date, the Pricing Ratio is less
than 3.00 to 1.00.

     "LEVEL II" applies at any date if, at such date, the Pricing Ratio is
greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00.

     "LEVEL III" applies at any date if, at such date, the Pricing Ratio is
greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00.

     "LEVEL IV" applies at any date if, at such date, the Pricing Ratio is
greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00.

     "LEVEL V" applies at any date if, at such date, the Pricing Ratio is
greater than or equal to 4.50 to 1.00.

     "PRICING LEVEL" refers to the determination of which of Level I, Level II,
Level III, Level IV, or Level V applies at any date.





     "PRICING RATIO" means at any date (i) if the Borrower has delivered all
financial statements and certificates required to be delivered on or prior to
such date pursuant to Section 5.01(a) and 5.01(b) of this Agreement, the Funded
Debt Ratio as at the last day of the period covered by the most recent such
financial statements and (ii) in all other cases, a ratio greater than 4.50 to
1.00.













                                       2


                                                                      SCHEDULE C

                                PROJECT DOCUMENTS

1.       AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL CITY
         DEVELOPMENT PARTNERS, LTD. (as amended from time to time, the "BORROWER
         PARTNERSHIP AGREEMENT") dated as of June 5, 2002, by and between
         Universal City Florida Holding Co. II, a Florida general partnership,
         as the sole general partner, and Universal City Florida Holding Co. I,
         a Florida general partnership, as the sole limited partner.

2.       SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF
         UNIVERSAL CITY FLORIDA HOLDING CO. II (as amended from time to time,
         the "HOLDINGS II PARTNERSHIP AGREEMENT") dated as of July 27, 2000
         among Blackstone UTP Capital Partners L.P. ("BLACKSTONE UTP"), a
         Delaware limited partnership, Blackstone UTP Capital Partners A L.P.
         ("BLACKSTONE UTP A"), a Delaware limited partnership, Blackstone UTP
         Offshore Capital Partners L.P. ("BLACKSTONE OFFSHORE"), a Cayman
         Islands exempted limited partnership and Blackstone Family Media
         Partnership III L.P., a Delaware limited partnership ("BLACKSTONE FMP"
         and, together with Blackstone UTP, Blackstone UTP A and Blackstone
         Offshore, the "BLACKSTONE PARTNERS") and Universal City Property
         Management Company II LLC, a Delaware limited liability company.

3.       SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF
         UNIVERSAL CITY FLORIDA HOLDING CO. I (as amended from time to time, the
         "HOLDINGS I PARTNERSHIP AGREEMENT") dated as of July 27, 2000, between
         the Blackstone Partners and Universal City Property Management Company,
         a Delaware corporation.

4.       AMENDED AND RESTATED PARTNERS' AGREEMENT (as amended from time to time,
         "PARTNERS AGREEMENT") dated as of July 27, 2000, by and between (a) the
         Blackstone Partners and (b) the Universal Studios Inc., and Universal
         City Property Management Company and Universal City Management Company
         II.

5.       AGREEMENT (the "CONSULTING AGREEMENT") dated as of January 20, 1987 and
         amended as of August, 1990 between *** and Universal City Florida
         Partners.(1)



- ------------------------

(1) Delivered to Agents' special counsel.



                                                                      SCHEDULE D

                               LICENSE AGREEMENTS


1.       Studio License Agreement dated as of October 31, 1995 by and among MCA
         INC., Universal City Studios, Inc. "UCS"), Universal City Property
         Management Company and Universal City Florida Partners.

2.       Assignment and Assumption of Obligations dated August 3, 1988 from
         Universal City Property Management Company to Universal City Florida
         Partners.

3.       Limited Assignment and Assumption of Obligations dated May 30, 1989
         from MCA INC. and UCS to Universal City Florida Partners.

4.       Second Limited Assignment and Assumption of Obligations dated October
         6, 1989 from MCA INC. and UCS to Universal City Florida Partners.

5.       Third Limited Assignment and Assumption of Obligations dated May 1,
         1990 from UCS to Universal City Florida Partners.

6.       Islands License Agreement dated as of October 31, 1995 by and among MCA
         INC., Universal City Studios, Inc., Universal City Property Management
         Company II and Universal City Development Partners.

7.       License Agreement dated as of March 28, 2002 by and among Universal
         Studios, Inc., Universal City Studios, Inc., Universal City Property
         Management Company II and Universal City Development Partners, LP.





                                                                      SCHEDULE E

                         FORM OF COMPLIANCE CERTIFICATE

     Pursuant to Subsection 5.01(d) of the Amended and Restated Credit Agreement
dated as of March 28, 2003 among Universal City Development Partners, Ltd. (the
"BORROWER"), the Banks party thereto, and JPMorgan Chase Bank, as Administrative
Agent and as Collateral Agent (as amended from time to time, the "CREDIT
AGREEMENT") the Borrower hereby delivers to each Bank, together with the
financial statements being delivered pursuant to Subsection 5.01(a) or 5.01(b),
as the case may be, of the Credit Agreement, this compliance certificate (the
"CERTIFICATE") for the fiscal period ended on ___________. Capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth
in the Credit Agreement. For the purposes hereof, section and subsection
references herein relate to sections and subsections, respectively, of the
Credit Agreement and all financial calculations are determined on an applicable
basis.

     I am an Authorized Officer of the Borrower.

     I have reviewed the terms of the Credit Agreement and the Notes and have
made, or caused to be made under my supervision, a review in reasonable detail
of the transactions and condition of the Borrower during the accounting periods
covered by such financial statements.

     The examination described in the foregoing paragraph did not disclose, and
I have no knowledge of the existence of, any Default or Event of Default during
or at the end of the accounting periods covered by such financial statements or
as of the date of this Certificate. [, except as set forth below.

     Describe here or in a separate attachment any exceptions by listing, in
reasonable detail, the nature of the Default or Event of Default, the period
during which it existed and the action that the Borrower has taken or proposes
to take with respect thereto.]

     Attached hereto are calculations demonstrating in reasonable detail
compliance during and at the end of such accounting periods with the applicable
restrictions contained in Sections 5.16, 5.18, 5.19, 5.20 and 5.23 of the Credit
Agreement.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Certificate as of the ______ day of _______________________, _____.


/s/   [signature of officer]
- ----------------------------------

         Name: _______________________
                     [Title]




                                                                      SCHEDULE F

                                    INSURANCE



TYPE OF COVERAGE                        CARRIER                                           POLICY LIMITS

AUTOMOBILE LIABILITY
Automobile - All Other States           AIG                                                 $2 Million

LIABILITY INSURANCE:
General Liability                       AIG                                                 $2 Million
Excess Liability                        AIG Europe                                         $50 Million
Excess Liability                        XL Insurance (Bermuda) Ltd.                        $100 Million
Excess Liability                        Starr Excess Liability Ins. Int'l. Co. Ltd.        $150 Million
Excess Liability                        ACE Bermuda Insurance Ltd.                         $100 Million

PROPERTY INSURANCE:
Property & Business Interruption        Gulfstream Insurance (Ireland) Limited             Replacement

TRAVEL ACCIDENT INSURANCE               American International Life of New York              Various

TERRORISM INSURANCE
(Theme Parks & Studios)                 Lexington Insurance                                $25,000,000
(Hotels)                                Lexington Insurance                                $25,000,000

WORKERS' COMP/EMPLOYERS LIAB:
All Other States (incl. Florida)        AIG                                            Statutory/$2 Million




                                                                      SCHEDULE G

                             AFFILIATE TRANSACTIONS

     1. License Agreements.

     2. Sales, leases or other transfers of land and other agreements in
connection with the development, construction and operation of hotels,
restaurants and other resort facilities.

     3. Reimbursement obligations to the partners and their Affiliates under the
Borrower Partnership Agreement.

     4. The Borrower's purchase of advisory services from Blackstone Management
Partners L.P. and Vivendi Universal Entertainment.

     5. License of intellectual property rights under the Borrower Partnership
Agreement.

     6. The Borrower's participation in, and reimbursement obligations with
respect to, insurance coverage provided by Vivendi Universal SA, the ultimate
parent company of Vivendi Universal Entertainment.

     7. Transactions related to the promotion and sale of joint admission
tickets to the Wet 'N'Wild theme park owned by Vivendi Universal Entertainment.

     8. Transactions related to the purchase of food and alcohol supplies on
behalf of the Wet 'N'Wild theme park owned by Vivendi Universal Entertainment.

     9. Transactions related to the sharing of research and development costs
associated with the development of rides and attractions for other Universal
theme parks owned by Vivendi Universal Entertainment.

     10. Transactions related to the sharing of personnel with other theme parks
owned by Vivendi Universal Entertainment.



                                                                      SCHEDULE H

                                TAX INDEBTEDNESS

STEP ONE-SPECIAL ASSESSMENT BONDS

     The Special Assessment Bonds ("SERIES B BONDS") are expected to be issued
in 1996 in an amount that will generate net proceeds of $50,000,000 to be used
in connection with the construction of the I-4 Interchange, the cost of which is
included in the total project budget. The Series B Bonds will probably be issued
as 30-year bonds with a nominal maturity of 2026. But, they will be freely
callable after five years, and are, in fact, expected to be called in the year
2001 (see Step Two).

     The Series B Bonds will be secured by a Special Assessment to be levied
against the Theme Parks. However, the terms of the Special Assessment will
require that the Borrower be "credited" with the amounts described below
provided that certain benchmarks are met. The City of Orlando ("CITY") has
proposed that the benchmarks be various progress milestones expected to be
reached during the construction period. (If the benchmarks are not met, the
Borrower may still be entitled to certain portions of the amounts described,
although such details have yet to be formalized.)

     o   Interest Plus Schedule Amortization in the first 2 years
         (1996-1997)-During the next 2 years, the entire Special Assessment is
         expected to be covered through the Borrower's partial prepayment of
         Transportation Impact Fees.

     o   Interest Plus Schedule Amortization in the next 3 years
         (1998-2000)-During the next 3 years, the Special Assessment due is
         expected to be offset by the following two sources of funds: (i) the
         partial prepayment of additional TRANSPORTATION IMPACT FEES; and (ii)
         TAX INCREMENT REVENUES generated by the Project. The TRANSPORTATION
         IMPACT FEES and the TAX INCREMENT REVENUES represent amounts required
         to be paid by the Borrower regardless of the bond financing and are
         included in the Total Projected Project Costs (as defined in the
         Islands Credit Agreement).

         The Borrower will be obligated to pay the portion of the SPECIAL
         ASSESSMENT that remains outstanding after the application of the
         TRANSPORTATION IMPACT FEES AND THE TAX INCREMENT REVENUES.



STEP TWO-TAX INCREMENT FINANCING

THE TAX INCREMENT REVENUES generated by the Theme Parks are expected to be more
than sufficient to cover the debt service on the Series B Bonds within 5 years
of issuance. (It should be noted that the first Tax Increment Revenues received
in excess of the amount needed to cover debt service on the Series B Bonds will
be "recaptured" by the City and used to replace TRANSPORTATION IMPACT FEES that
will have been used to pay the early debt service on the Series B Bonds, and any
future Transportation Impact Fees will be payable to the City in accordance with
the normal procedures for the payment of such fees.)

Once the TAX INCREMENT REVENUES are sufficient to cover a negotiated percent of
the debt service on the Series B Bonds, and the Borrower has reached certain
construction benchmarks, the Series B Bonds will be "REFUNDED" through the
issuance of a Tax Increment Financing (the "SERIES C BONDS"). At the present
time, it is anticipated that the Series C Bonds will be issued, and the Series B
Bonds refunded, in the year 2001. The Series C Bonds will be secured solely by
the TAX INCREMENT REVENUES, and not by a Special Assessment.






                                                                      SCHEDULE I

                              COLLATERAL DOCUMENTS

     1. Security Agreement

     2. Amendment No. 2 to Security Agreement dated as of the date hereof
between the Borrower and JPMorgan Chase Bank, as collateral agent.

     3. Pledge Agreement

     4. Amendment to Pledge Agreement dated as of the date hereof among the
Borrower, the pledgors parties thereto and JPMorgan Chase Bank, as collateral
agent.

     5. Deposit Account Control Agreements (as defined in the Security
Agreement).

     6. Copyright Security Agreements (as defined in the Security Agreement).

     7. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture
Filing dated as of July 27, 2000 and recorded July 27, 2000 in Official Records
Book 6054, Page 320, as affected by Partial Release of Mortgage and Assignment
of Rents and Leases recorded February 21, 2001 in Official Records Book 6198,
Page 4726, and Mortgage Modification, Spreading Agreement and Partial Release
recorded February 21, 2001, in Official Records Book 6198, Page 4726, all of the
Public Records of Orange County, Florida.

     8. Amendment No. 2 to Mortgage, Assignment of Leases and Rents, Security
Agreement and Financing Statement dated as of March 28, 2003.

     9. Assignment of Rents and Security Agreement dated as of July 27, 2000 by
and between Universal City Development Partners, LP, as Assignor and Morgan
Guaranty Trust Company of New York, as Collateral Agent, as Assignee and
recorded July 27, 2000, in Official Records Book 6054, Page 391, of the Public
Records of Orange County, Florida; as affected by the Modification of Assignment
of Rents and Security Agreement dated as of February 20, 2001 and recorded
February 21, 2001, in Official Records Book 6198, Page 4738, Public Records of
Orange County, Florida.

     10. Amendment No. 2 to Assignment of Rents and Security Agreement dated as
of March 28, 2003.







                                                                       EXHIBIT A

                                      NOTE

                                                              New York, New York
                                                            ___________ __, 200_


     For value received, UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD., a Florida
limited partnership (the "BORROWER"), promises to pay to the order of
______________________ (the "BANK"), for the account of its Applicable Lending
Office, the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the dates
provided for in the Credit Agreement. The Borrower promises to pay interest on
the unpaid principal amount of each such Loan on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of JPMorgan Chase Bank, 270 Park
Avenue, New York, New York.

     All Loans made by the Bank, the respective Types thereof and all repayments
of the principal thereof shall be recorded by the Bank and, if the Bank so
elects in connection with any transfer or enforcement hereof, appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding may be endorsed by the Bank on the schedule attached hereto, or
on a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make, or any error in making, any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under any other Loan Document.

     This note is one of the Notes referred to in the Credit Agreement dated as
of March 28, 2003 among the Borrower, the Banks parties thereto, and JPMorgan
Chase Bank, as Administrative Agent and as Collateral Agent (as the same may be
amended from time to time, the "CREDIT AGREEMENT"). Terms defined in the Credit
Agreement are used herein with the same meanings. Reference is made to the
Credit Agreement for provisions for the prepayment hereof and the acceleration
of the maturity hereof.


     Notwithstanding anything herein to be contrary, recourse to and the
liability of any past, present or future partner of the Borrower or any partner
thereof shall be limited as provided in Section 9.12 of Credit Agreement and the
provisions of said section are hereby incorporated by reference.

                         UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.,
                         a Florida limited partnership

                         By:  UNIVERSAL CITY FLORIDA HOLDING CO. II,
                              a Florida general partnership, its sole general
                              partner

                              By:  UNIVERSAL CITY PROPERTY MANAGEMENT II LLC


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


                              By:  BLACKSTONE UTP CAPITAL PARTNERS A L.P.

                                   By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES
                                        III L.L.C.



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





                           By:  BLACKSTONE UTP CAPITAL PARTNERS L.P.

                                By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                    L.L.C.

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


                           By:  BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P.

                                By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                     L.L.C.



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


                           By:  BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P.

                                By: BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                     L.L.C.



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





                         LOANS AND PAYMENTS OF PRINCIPAL




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                               Amount of               Type of          Amount of Principal
         Date                    Loan                   Loan                  Repaid            Notation Made By

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                                                                       EXHIBIT B

                               OPINION COVERAGE OF
                            COUNSEL FOR THE BORROWER

     (a) The Borrower (a) is a limited partnership duly formed and validly
existing in good standing as a limited partnership under the laws of the State
of Florida, (b) has requisite partnership power and authority to conduct its
business as described in its partnership agreement and (c) to the knowledge of
counsel, has all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, other than licenses,
authorizations, consents and approvals, the failure to obtain which could not
reasonably be expected to have a Material Adverse Effect.

     (b) The execution and delivery and performance by the Borrower of the
Credit Agreement, the Notes, Amendment No. 2 to Security Agreement dated as of
the even date hereof (the "Amendment No. 2 to Security Agreement"), Amendment to
Subordination Agreement dated as of the even date hereof, Amendment to Pledge
Agreement dated as of the even date hereof (the "Amendment to Pledge
Agreement"), Amendment No. 2 to Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement (the "Mortgage Amendment") and
Amendment No. 2 to Assignment of Rents and Security Agreement (the "Rent
Assignment Amendment") (collectively, the "Loan Documents") (a) are within the
Borrower's powers under the laws of the State of Florida and its partnership
agreement, (b) have been duly authorized by requisite partnership action on the
part of the Borrower under the laws of the State of Florida and its partnership
agreement, (c) require no consent, approval, authorization, order, filing,
registration or qualification of or with any Federal, New York or Florida
governmental agency or body (other than the recordation of the Mortgage
Amendment and the Rent Assignment Amendment in Orange County) and (d) do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of any Project Document or, to the knowledge of counsel, of any
agreement, judgment, injunction, order, decree or other material instrument
binding upon the Borrower or result in the creation or imposition of any Lien on
any asset of the Borrower, other than any such contravention or default which
could not reasonably be expected to have a Material Adverse Effect.

     (c) Each of the Loan Documents constitutes a valid and binding agreement of
the Borrower and each Note issued pursuant to the Credit Agreement constitutes a
valid and binding obligation of the Borrower, in each case enforceable in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.



     (d) (i) Each of the Security Agreement, as amended by Amendment No. 2 to
Security Agreement, and the Pledge Agreement, as amended by Amendment to Pledge
Agreement, creates in favor of the Collateral Agent for the benefit of the Banks
a security interest in the collateral described therein, (ii) the Mortgage, as
amended by the Mortgage Amendment, creates in favor of the Collateral Agent for
the benefit of the Banks a mortgage lien and a security interest on the
mortgaged property described therein, and (iii) the Assignment of Rents, as
amended by the Rent Assignment Amendment, creates in favor of the Collateral
Agent for the benefit of the Banks a security interest in the lease described
therein.

     (e) The Subordination Agreement, as amended by the Amendment, constitutes a
valid and binding agreement of Blackstone Parties (as such term is defined
therein) and Universal Studios, Inc., enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

     (f) The Collateral Agent has a perfected security interest for the benefit
of the Banks in the collateral covered by the Security Agreement (including
Trademarks and Copyrights).

     (g) No mortgage recording, intangible, documentary, stamp or other taxes or
duties with respect to the preparation, execution, delivery, performance or
recordation of the Loan Documents or with respect to the enforcement of the Loan
Documents, or with respect to the creation, perfection, priority or enforcement
of the Liens and assignments created or intended to be created by the Loan
Documents will be imposed on any party thereto or beneficiary thereof or an any
payment to be made by any party pursuant to the Loan Documents, except [ ].


                                       2



                                                                       EXHIBIT C


                                   OPINION OF
                         SPECIAL COUNSEL FOR THE AGENTS


To the Banks and the Agents
Referred to Below
c/o JPMorgan Chase Bank,
as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

     We have participated in the preparation of the Credit Agreement (the
"CREDIT AGREEMENT") dated as of March 28, 2003 among Universal City Development
Partners, Ltd., a Florida limited partnership (the "BORROWER"), the Banks listed
on the signature pages thereof and JPMorgan Chase Bank, as administrative agent
and as collateral agent (the "AGENTS"). Terms defined in the Credit Agreement
are used herein as therein defined. This opinion is being rendered to you
pursuant to Section 3.02(f) of the Credit Agreement.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

     Upon the basis of the foregoing, we are of the opinion that each Credit
Document [(other than the Notes)] to which it is a party constitutes a valid and
binding agreement of the Borrower [and each Note constitutes a valid and binding
obligation of the Borrower, in each case] enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

     We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York and the federal laws of the United
States at the date hereof. We have assumed for purposes of our opinion that the
execution, delivery and performance by the Borrower of each Credit Document to



which it is a party are within its partnership powers and have been duly
authorized by all necessary partnership action under the laws of the State of
Florida.

     This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by any other person without our prior written consent.



                                    Very truly yours,






                                       2

                                                                       EXHIBIT D

THIS AGREEMENT MUST BE EXECUTED BY ALL PARTIES OUTSIDE THE STATE OF FLORIDA. ANY
PARTY THAT EXECUTES THIS DOCUMENT WITHIN THE STATE OF FLORIDA SHALL BE
RESPONSIBLE TO THE OTHER PARTIES FOR THE PAYMENT OF ALL DOCUMENTARY STAMP TAXES
ARISING FROM SUCH EXECUTION WITHIN THE STATE OF FLORIDA.


                       ASSIGNMENT AND ASSUMPTION AGREEMENT


     AGREEMENT dated as of _________, ____ among <NAME OF ASSIGNOR> (the
"ASSIGNOR"), <NAME OF ASSIGNEE> (the "ASSIGNEE"), UNIVERSAL CITY DEVELOPMENT
PARTNERS, LTD. (the ("BORROWER") and JPMORGAN CHASE BANK, as Administrative
Agent (the "ADMINISTRATIVE AGENT").

     WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT") relates
to the Credit Agreement dated as of March 28, 2003 among the Borrower, the
Assignor and the other Banks party thereto, as Banks, the Administrative Agent
and JPMorgan Chase Bank, as Collateral Agent (as in effect on the date thereof,
the "CREDIT AGREEMENT");

     [WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate principal amount at any
time outstanding not to exceed $__________;]

     [WHEREAS, Loans made to the Borrower by the Assignor under the Credit
Agreement in the aggregate principal amount of $__________ are outstanding at
the date hereof;] and

     WHEREAS, the Assignor proposes to assign to the Assignee all of the rights
of the Assignor under the Credit Agreement in respect of a portion (such portion
expressed in percent, the "ASSIGNMENT PERCENTAGE") of its Credit Exposure
thereunder in an amount equal to $__________ and the Assignee proposes to accept
assignment of such rights and assume the corresponding obligations from the
Assignor on such terms;

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:

     SECTION 1. Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.



     SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assignment Percentage, and the Assignee hereby accepts such
assignment from the Assignor and assumes all of the obligations of the Assignor
under the Credit Agreement to the extent of the Assignment Percentage, including
the purchase from the Assignor of the Assignment Percentage of the principal
amount of the Loans made by the Assignor outstanding at the date hereof. Upon
the execution and delivery hereof by the Assignor, the Assignee, the Borrower
and the Administrative Agent and the payment of the amounts specified in Section
3 required to be paid on the date hereof (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Credit Agreement with Commitments in amounts equal to the
Assignment Percentage of the Commitments of the Assignor, and (ii) the
Commitments of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

     SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.2 It is
understood that commitment fees accrued to the date hereof are for the account
of the Assignor and such fees accruing from and including the date hereof are
for the account of the Assignee. Each of the Assignor and the Assignee hereby
agrees that if it receives any amount under the Credit Agreement which is for
the account of the other party hereto, it shall receive the same for the account
of such other party to the extent of such other party's interest therein and
shall promptly pay the same to such other party.

     [SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent pursuant to Section 9.06 of the Credit Agreement. The execution of this
Agreement by the Borrower and the Administrative Agent is evidence of this
consent. Pursuant to Section 2.03 of the Credit Agreement, the Borrower agrees
that, upon the request of the Assignee, it shall execute and deliver Note(s)
payable to the order of the Assignee to evidence the assignment and assumption
provided for herein.](3)


- ----------------------------

     (2) Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

     (3) Delete if consent is not required.

                                       2


     SECTION 5. Non-reliance on Assignor. The Assignor makes no representation
or warranty in connection with, and shall have no responsibility with respect
to, the solvency, financial condition, or statements of the Borrower, or the
validity and enforceability of the obligations of the Borrower in respect of the
Credit Agreement or any Note. The Assignee acknowledges that it has,
independently and without reliance on the Assignor, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and will continue to be responsible for
making its own independent appraisal of the business, affairs and financial
condition of the Borrower.

     SECTION 6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


                                        3



     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.

                                           <NAME OF ASSIGNOR>


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


                                           <NAME OF ASSIGNEE>


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



                                       4



                         UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.,
                         a  Florida limited partnership

                         By:  UNIVERSAL CITY FLORIDA HOLDING CO. II,
                              a Florida general partnership, its sole general
                              partner

                         By:  UNIVERSAL CITY PROPERTY MANAGEMENT II LLC



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


                         By:  BLACKSTONE UTP CAPITAL PARTNERS A L.P.

                              By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                   L.L.C.



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




                           By:  BLACKSTONE UTP CAPITAL PARTNERS L.P.

                                By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                     L.L.C.



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


                           By:  BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P.

                                By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                     L.L.C.



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


                           By:  BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P.

                                By:  BLACKSTONE MEDIA MANAGEMENT ASSOCIATES III
                                     L.L.C.



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


                           JPMORGAN CHASE BANK, as
                             Administrative Agent


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



                                       6


                                                                       EXHIBIT E

                           FORM OF NOTICE OF BORROWING

                               NOTICE OF BORROWING

                                                           [Dated as required by
                                                                Section 2.02(a)]

To:      JPMorgan Chase Bank,
         as Administrative Agent

From:    Universal City Development Partners, Ltd. (the "BORROWER")

Re:      Notice of Borrowing

         Reference is made to the Credit Agreement (the "CREDIT AGREEMENT")
dated as of March 28, 2003 among the Borrower, the Banks parties thereto and
JPMorgan Chase Bank, as Administrative Agent and as Collateral Agent.
Capitalized terms used herein and not defined herein shall have the meaning
assigned thereto in the Credit Agreement.

         The Borrower hereby gives notice of the following Borrowing under the
Credit Agreement:

         Date of Borrowing:                  ____________*

         Aggregate Amount of Borrowing:     $____________**

         Initial Type
         of Loans Comprising
         such Borrowing             =       [Base Rate Loans]
                                                         or
                                            [Euro-Dollar Loans]***

- ----------------------

     * Domestic Business Day in case of Base Rate Borrowings or Euro-Dollar
Business Day in case of Euro-Dollar Borrowing.

     ** Subject to 2.01 of Credit Agreement.

    *** Choose one.




     In case of a Euro-
     Dollar Borrowing,
     the duration in months
     of the Initial
     Interest Period
     Applicable thereto        =        [one],[two],[three],
                                          [six] or [twelve]****



                                        Very truly yours,

                                        UNIVERSAL CITY
                                        DEVELOPMENT PARTNERS, LTD.


                                        By:
                                            ----------------------------
                                            Authorized Signatory







- -------------------

     **** Choose one; see definition of "Interest Period." Specify alternative
choice if twelve month period is initial choice.


                                       2

EX-10.22

                                    AGREEMENT

                             As of January 20, 1987

         The following documents the agreement (the "Agreement") which has been
reached between *** ***("***") and Universal City Florida Partners (a
partnership between Cineplex Holdings, Inc. Corporation and Universal City
Property Management Company, hereinafter referred to as the "Partnership") with
respect to *** rendering his services as a creative consultant in connection
with the Universal Studios/Florida project (the "Florida Project"). The Florida
Project consists of the approximate 440 acre parcel owned by the Partnership. If
additional land contiguous to the Florida Project (as it may be extended
pursuant to this sentence) is acquired, such additional land shall be deemed
part of the Florida Project to the extent the additional land is used: to expand
the gated area of the studio tour or the gated area of the motion picture and
television themed attraction and/or for parking for the aforementioned studio
tour or themed attraction area, or to expand any building located on the 440
acres or for parking specifically for a building located on the 440 acres.

         If instead of charging a single front gate admission to the overall
themed attraction, the ticket policy is revised so that tickets are sold to the
individual shows or rides, the parties will negotiate in good faith as to
whether revisions in the references to "gated" throughout this Agreement are
necessary.

         1. Consulting Services. *** will render services as a creative
consultant to the Partnership in connection with the Florida Project. ***'s
consultation services will entail his suggestions, views, and opinions with
respect to the creation and development of visitor attractions. ***'s services
may be rendered via a loan-out arrangement with a corporation controlled by ***,
substantially all of the stock of which is beneficially owned by *** or his
immediate family. *** shall personally guarantee the obligations of such
corporation.

         2. Availability. ***'s services as a consultant will be subject to his
availability and the Partnership acknowledges and recognizes that his "***"
and/or *** services may require him to be unavailable (or available on a very
restricted basis) for periods of time.

         3. Period and Areas Covered. The provisions of this Agreement were
effective on January 20, 1987 and subject to the termination rights hereinafter
provided will continue on a world-wide basis through the opening of the Florida
Project and thereafter as long as the themed attraction at the Florida Project
has not been permanently and completely closed to the general public or
abandoned ("closed"). Even if the themed



attraction at the Florida Project is closed, the provisions of this Agreement
will still continue i) on a world-wide basis if and as long as a Comparable
Project (as defined in Paragraph 9) exists in the USA and ii) after the Florida
Project and all Comparable Projects in the USA are closed, on a territorial
basis with respect to any "Territory" in which a Comparable Project exists or is
thereafter created or re-established and has not been closed. "Territory" means
each of the following: North America (USA and Canada); Central America
(including Mexico); South America; Western Europe and the U.K.; Eastern Europe
and the USSR; Africa; China and India; Australia; and the rest of the world.
This Paragraph is subject to later provisions in this Agreement. Notwithstanding
anything else to the contrary set forth above, ***'s obligation to render
consulting services and ***'s obligations under Paragraphs 5 through 7 hereunder
shall be limited to the periods set forth in Paragraphs 13 and 14.

         4. Use of Name. The Partnership will have the right to use ***'s name
in a factual manner as a creative consultant in connection with promoting the
Florida Project in press releases, brochures, and the narrative text of
advertising. For purposes of this Paragraph, the narrative text of advertising
shall not include advertising in any of the following media: motion pictures
(wherever and however exhibited or exploited) television (however transmitted,
and whether free, pay, subscription or otherwise) radio, slide or similar
presentations (with or without audio) and all other audio and audio-visual uses
whether now known or hereafter developed, posters, displays, transit advertising
or billboards unless advertising in any of the otherwise excluded media is
available only for limited times to limited non-public groups for the purpose of
promoting the Florida Project (such as travel agent conventions and the like),
and shall not be disseminated or available under any circumstances to members of
the general public. *** shall have the right to approve those portions of all
press releases, brochures and advertising which use his name, provided that such
approval shall be given in a general or conceptual manner. *** agrees that a
statement such as "*** ***is Creative Consultant to the Florida Tour" or a
similar statement is acceptable to him. The Partnership cannot use ***'s name in
a fashion such as "*** ***presents the Florida Tour," or "*** ***, ***" or in
any other manner except as set forth above. ***'s name (or reference to the
creative consultant) shall not be given undue prominence, such as appearing in a
headline, caption or underscored or by the use of bold face or special type. The
Partnership shall not be in breach for any inadvertent violation of any of the
limitations or prohibitions in this Paragraph if (a) it establishes a procedure
to notify all those who generally disseminate such press releases, brochures and
advertising and

                                       2.


requires them to obtain approval of all such materials from a legal department
or other source which is aware of the requirements of this paragraph, and (b) it
uses its best efforts to promptly stop any unauthorized use after receiving
notice from ***. Notwithstanding any of the above limitations, in no event will
the Partnership's right to use ***'s name be any less expansive than the manner
in which ***'s name is used in the Subject Field by any other (see Paragraph 7)
pursuant to ***'s authorization.

         5. Exclusivity re: Services. ***'s services will be exclusive to the
Partnership in the "Subject Field," which is defined to mean the field of theme,
amusement, tour and/or similar tourist park attractions, subject to the
following exceptions:

              a. *** may render consulting services in the Subject Field
pursuant to his now existing commitment to *** pertaining to *** and any other
*** based thereon or upon any element from any such ***.

              b. *** may render consulting services in the Subject Field
pursuant to a now existing contract pertaining to ***.

              c. *** reserves the right to engage in passive activities outside
the Subject Field which may, however, include activities within the Subject
Field, provided (without derogating from Paragraph 7) his name will not be used
in connection with such activities (except as part of shareholder lists and in
similar business informational documents of a non-advertising nature or as may
be required by law or regulation).

         6. Exclusivity re: Properties. Aside from the now existing commitment
to *** relating to *** as specified in Paragraph 5a and the contract relating to
*** as specified in Paragraph 5b, *** has not previously entered into specific
grants of rights with respect to properties with which he was associated for the
use of such rights in the Subject Field, but *** has entered into numerous
agreements in connection with his *** and *** activities which contain grants of
rights in language which is customary in the entertainment industry and ***
cannot represent that such agreements may not be construed to enable third
persons to exploit rights in the Subject Field. *** will act in good faith and
cooperate with the Partnership to resist any third person's efforts to rely on
any such construction of such pre-existing contracts, but neither the
Partnership nor *** shall take any action against any such third person if ***
in good faith determines that the Partnership's construction of such contracts
is not likely to prevail; *** will not be required

                                       3.


to expend funds in connection with such cooperation and the Partnership will
indemnify *** with respect to all costs and expenses arising out of any claim or
action brought by the Partnership to prevent third parties from exploiting such
rights in the Subject Field. *** will not hereafter grant any rights, or consent
to the use of any rights, with respect to properties with which he has
previously been associated for use in the Subject Field. *** will endeavor to
provide in any agreement which he may hereafter enter into with respect to any
future motion picture or television property, that such property may not be
utilized in the Subject Field.

         7. Exclusivity re: Name. Aside from the existing commitment relating to
*** as specified in Paragraph 5a and the contract relating to ***, as specified
in Paragraph 5b, *** has not authorized the use of his name in connection with
the Subject Field and will not in the future do so (even in those instances
described in Paragraph 6 above in which, after endeavoring not to, he grants
rights to use properties in the Subject Field). The preceding sentence is
subject, however, to any rights which a third person may now or in the future
have by reason of ***, and *** cannot represent that such agreements may not be
construed to enable third persons to use his name in the Subject Field. *** will
act in good faith and cooperate with the Partnership to resist any third
person's efforts to use ***'s name in the Subject Field; but if such third
person is a party to one of the aforementioned agreements, neither the
Partnership nor *** shall take any action against such third person if *** in
good faith determines that the Partnership's construction of such agreement is
not likely to prevail. With respect to the prior sentence, *** will not be
required to expend funds in connection with such cooperation and the Partnership
will indemnify *** with respect to all costs and expenses arising out of any
claim or action brought by the Partnership to prevent third persons from
exploiting ***'s name in the Subject Field.

         8. Affiliates Exclusivity Exceptions. Paragraphs 5, 6 and 7 will not be
deemed violated by reason of any transactions pertaining to the Universal City
Studio Tour or any transaction between *** and the Partnership or any other
transaction between *** and any of the "Affiliates" (which is defined to mean
MCA Inc. and any of the partners of the Partnership and any of their
affiliates).

         9. Comparable Project. Comparable Project means a development which is
intended to be a permanent facility and is intended to include, or in which
there is, a gated "motion picture and/or television themed attraction" (other
than at Universal City or at the Florida Project) which is owned or

                                       4.


operated in whole or in part by, or operated pursuant to license from, the
Partnership or any Affiliate. To be a "motion picture and/or television themed
attraction" (as used in the preceding sentence), the themed attraction need not
include any, motion picture studio or tour thereof, but the predominant
underlying concept of the attraction must be based upon the subject matter or
production of motion pictures and/or television programs. A Comparable Project
shall consist of all land within the proposed gated area of a proposed motion
picture and/or television themed attraction and all contiguous land having the
same relationship to such proposed gated area as the designated commercial land
within the Florida Project has to the gated attraction portion of the Florida
Project which land is purchased or leased in the developmental stage (i.e.,
prior to the opening of such themed attraction) of such Comparable Project by a
developer group which includes the Partnership or any Affiliate and any
additional land purchased or leased by such developer group to the extent that
such additional land meets the same criteria as specified in the last sentence
of the first introductory paragraph of this Agreement.

         If the Partnership or any of the Affiliates becomes involved in
Comparable Projects in locations other than the Florida Project, such as Japan
or Europe, *** will function with respect to each such Comparable Project in a
like manner as with respect to the Florida Project and the terms of this
Agreement shall apply to each such Comparable Project.

         10. Ideas. Although the Partnership and/or the Affiliates may use the
results of ***'s consulting services hereunder at the Florida Project and at
Comparable Projects, except as provided herein no compensation shall be payable
for such use whether such matters are first used in Florida, Universal City or
at any Comparable Project.

         11. Compensation. For ***'s services as consultant, he will be paid the
following compensation:

              a. With respect to all revenue received by or on behalf of the
Partnership from the Florida Project commencing on January 20, 1987 and
continuing through the third anniversary of the initial opening to the general
public of the Florida Project, *** shall be paid.

                   (i) ***% of 100% of the Florida Project's "gross revenues"
received. The definition of "gross revenues" shall be the same as applicable to
the computation of MCA's special fee in Paragraph 20(a) of the Partnership
Agreement attached hereto as Exhibit "A"; plus

                                       5.


                   (ii) ***% of 100% of the gross real estate rentals received
(excluding expenses actually borne by the third parties to the extent that it is
not unusual in such transactions for third parties to bear them) by the
Partnership or any Affiliate from third parties as rent for all or any part of
the Florida Project. If the Partnership itself or any of the Affiliates develops
the land (other than by making infrastructure type improvements as described in
(iv), below) for uses other than the themed attraction and studio uses (such as
restaurants and stores which can be entered without going through the themed
attraction admission gate, and hotels, office buildings and theaters) (which
development is referred to herein as a "Partnership Commercial Development)," a
fair-market rental value of the land shall be determined as imputed rent and ***
shall be paid ***% of 100% of such imputed rent in the same fashion as he would
share in rentals from third party lessees; plus

                   (iii) ***% of 100% of the gross sales price received by the
Partnership or any Affiliate from sales of land comprising the Florida Project.

                   (iv) If the Partnership or any Affiliate makes any
infrastructure type improvements (such as grading, streets, curbs, utility
installations and the like) to any of the commercial land within the Florida
Project (i.e., the areas of the Florida Project outside the gated areas and the
parking areas directly relating to the activities on the gated areas) the
following procedure shall be applicable:

                        ((a)) The value of the affected commercial land shall be
                   ascertained as of the time immediately prior to the making of
                   the improvements (and without regard to the fact that
                   improvements were to be made); there shall be added to the
                   aforementioned value the costs incurred by the Partnership or
                   its Affiliate in making the infrastructure improvements to
                   arrive at a presumed total value of the affected commercial
                   land including the infrastructure improvements; the
                   aforementioned costs of the infrastructure improvements shall
                   then be divided by the above-referenced presumed total value
                   to arrive at a "Specified Percentage".

                        ((b)) Thereafter the Partnership or its Affiliates shall
                   be entitled to recoup (over whatever period it takes to
                   effect full recoupment) the entire costs of the
                   infrastructure improvements (as above-described) plus
                   interest at the rate provided in Paragraph 11c hereof on the
                   unrecouped balance of such

                                       6.


                   costs from the date of expenditure until recoupment. The
                   recoupment shall be from the Specified Percentage of what
                   would otherwise be the gross real estate rentals and/or gross
                   sales price of any of the commercial land (whether or not
                   directly affected by said improvements) in which *** would
                   participate. ***'s percentage shall be based upon, and
                   payable out of, the balance which remains after subtracting
                   such recoupment. Any amounts received by the Partnership or
                   its Affiliate pursuant to these provisions shall be applied
                   first to the interest factor and to the extent the amounts
                   are insufficient to cover the interest factor, then there
                   shall be a compounding of interest on a quarterly basis.

                        ((c)) The Partnership or its Affiliate shall make all
                   the determinations and calculations required to give effect
                   to the above provisions and if made in good faith they shall
                   be binding upon ***.

                        ((d)) None of the provisions of subparagraphs ((a))
                   through ((c)) above shall be applicable to any infrastructure
                   or other improvements made by the Partnership or any
                   Affiliate on any Partnership Commercial Development. In
                   determining the fair market rental value of the land of such
                   Partnership Commercial Development for the purposes of the
                   imputed rent specified in paragraph 11a (ii), the land shall
                   be valued as raw land and such value shall not take into
                   account any infrastructure improvements which may have been
                   made or which may thereafter be made.

              b. Subsequent to the above three-year period as to the Florida
Project and for all years during the term of this agreement as to Comparable
Projects, *** shall be paid ***% of 100% of the gross revenues, gross rentals,
sales price, etc. instead of the above-provided ***%. If the cost of the Florida
Project's construction exceeds the "originally contemplated cost" by ***% or
more, ***% out of the ***% participation referred to herein with respect only to
the Florida Project shall, for a period of five years from the conclusion of
above three-year period, at the Partnership's election be deferred. The
"originally contemplated cost" is $****, which represents the project capital
expenditures (exclusive of land costs), related fees and construction interest
expense for the Project's construction up to the third anniversary of the
opening, as

                                       7.


provided in the Projection for Revised Base Case to ***'s representatives. The
"cost of construction" refers to the amounts actually incurred for the same
types of costs for the same period.

              c. The deferred ***% specified in subparagraph b above shall be
accrued and payable out of an additional***% of gross revenues, gross rents,
sales price, etc., of the Florida Project commencing in year nine and continuing
until paid. Such accrued amounts shall bear interest as in the case of MCA's
deferred special fees in the manner set forth in Exhibit "B", attached hereto.
If MCA is at any time accorded a more favorable interest rate for its deferred
special fee, interest on the amounts set forth in this paragraph shall be paid
at such more favorable rate. (The Partnership, of course, can accelerate such
payments.)

              d. *** will be entitled to quarterly accountings and payments
based thereon within 45 days from the end of each quarter.

              e. Except as provided in the remainder of this Paragraph 11e, the
payment to *** of ***% of the Project's revenues specified above in this
Paragraph 11 shall, subject to Paragraphs 13e and l4e, apply also to Comparable
Projects which are initially opened while *** has an obligation to render
consulting services hereunder (as the term of his obligation to render
consulting services may be extended pursuant to Paragraph 13). As to Comparable
Projects outside the United States and Canada which are initially opened while
*** has an obligation to render services hereunder (as the term of his
obligation to render services may be extended pursuant to Paragraph 13) (and are
not exempted by Paragraphs l3e or 14e), in which the Partnership and/or any
Affiliate(s) do(es) not own or control at least 50% of the equity thereof, in
lieu of all other sums provided above in this Paragraph 11, *** shall receive a
participation in the gross revenues, gross rentals and sales price, etc., of
such Comparable Project determined by multiplying *** times the ratio that the
Partnership's (and/or any Affiliate's) equity in such a Comparable Project bears
to 50% but in no event shall ***'s participation be less than ***% of 100% of
the gross revenues, gross rentals, sales price, etc., of such Comparable
Project. For example, if the Partnership and the Affiliates own 35% of the
equity of a Comparable Project, then *** shall receive ***% of 100% of the gross
revenues, gross rental, sales price, etc., of such Comparable Project. "Gross
revenues" of such Comparable Project shall be defined as set forth in Exhibit
"A", as if the Partnership was the sole owner and operator of such Comparable
Project. Notwithstanding the foregoing, if the Partnership and the Affiliates
have less than 50% of the equity in a Comparable Project, and *** feels that the
participation set forth in the formula set forth above leaves

                                       8.


the Partnership and/or its Affiliates in a better position compared to *** than
it has at the Florida Project, taking all considerations into account (including
the capital investment of the Partnership), *** shall have the right to initiate
an arbitration to determine the appropriate participation (which shall not be
less than ***% of 100% nor more than, ***% of 100% of the gross revenues, gross
rentals, sales price, etc.) which will leave *** in at least the same relative
financial participation compared to the Partnership (and/or its Affiliates) as
*** has in the Florida Project. The arbitration shall be conducted as provided
in Paragraph 4b. There shall be no reduction (i.e., no lower percentage
comparable to that provided in paragraph 11a) in the percentage payable to ***
with respect to Comparable Projects outside the United States and Canada during
the first three years.

         12. Vesting. *** has, as of January 20, 1987, earned the right to
receive the ***% of 100% of the gross revenues, gross rentals, sales price,
etc., from the Florida Project specified in Paragraph 11a (which means that such
compensation is "vested"`). The term "vest" and "vested" as hereinafter used in
this Agreement means *** cannot be deprived of payments which are "vested"` by
reason of ***'s death or disability or by reason of ***'s default. The term
"conditionally vested" as hereinafter used in this Agreement means that ***
cannot after such conditional vesting be deprived of payments which are
"conditionally vested" by reason of ***'s death or disability or by reason of
***'s default unless such default is substantial and is either not correctable
or is not corrected after written notice and a fair and reasonable opportunity
to cure. ***'s right to receive the balance of the compensation to which he is
entitled from the Florida Project (i.e., the difference between ***% and ***%)
shall be conditionally vested if this Agreement has not been terminated as a
result of ***'s material breach and *** is not then deceased or permanently and
substantially mentally disabled on the opening of the themed attraction at the
Florida Project. Similarly his right to be paid ***% of the compensation to
which he is entitled from any Comparable Projects is vested now and therefore
governed by the first sentence of this Paragraph 12, and his right to be paid
the additional remaining compensation to which he is entitled from the
particular Comparable Project shall become conditionally vested with respect to
each such Comparable Project if this Agreement has not been terminated as a
result of ***'s material breach and *** is not then deceased or permanently and
substantially mentally disabled on the date the themed attraction at such
Comparable Project is initially opened to the general public. Nothing set forth
above deprives the Partnership of its right to damages (and its offset rights at
law or in equity, if any) in the event of ***'s material breach

                                       9.


hereof. This Paragraph is subject to Paragraphs 14-16 of this Agreement.

         13. Option. Except as provided below, ***'s obligation to render
consulting services hereunder shall terminate one year after the opening of the
Florida Project and, provided there is such a termination, the provisions of
Paragraphs 5, 6 and 7 shall terminate 3 years after the termination of ***'s
obligation to render consulting services. ***'s right to receive compensation
with respect to the Florida Project and all Comparable Projects which are opened
more than one year prior to the date he ceased to have an obligation to render
consulting services hereunder shall continue perpetually, subject only to the
termination provisions of Paragraph 14 and to the provisions of Paragraph 16
with respect to public offer and private sale. The Partnership and *** shall
have the rights set forth below to continue the terms and provisions of this
Agreement with respect to ***'s services and exclusivity on the terms and
conditions set forth below:

              a. Subject only to the provisions of Paragraph 14, the Partnership
shall have an unlimited number of consecutive options (each referred to as an
"Extension Option") to extend ***'s obligation to render consulting services for
one additional year (an "Extension Year") provided that an option for a later
option year may not be exercised unless the option under Paragraph 13a or 13b
for the immediately preceding option year was exercised and provided further
that there has not been a "change of control" of MCA or of any successor to
MCA's interest in the Partnership prior to the commencement of such Extension
Year. A "change of control" shall be defined as set forth in Exhibit "C"
attached hereto. The Partnership shall be deemed conclusively to have exercised
the Extension Option unless the Partnership shall have given to *** a written
notice of the declination to exercise such option which declination in order to
be effective must be given at any time no more than one year, nor less than 60
days prior to the date on which ***'s obligation to render consulting services
terminates, as such date may be extended by exercise of the Extension option in
the previous year. If the Partnership exercises the Extension option for any
Extension Year, the Partnership guarantees to *** that the compensation for such
Extension Year with respect to the Florida and all Comparable Projects shall in
the aggregate equal or exceed the lesser of ***% of the amount paid to *** in
the year prior to the Extension Year (based upon- the provisions of Paragraph
11, and without regard to any additional amounts paid in such prior year based
upon this Paragraph 13a) or $*** for an Extension Year which begins after the
third anniversary of the initial opening to the general public of the Florida
Project, and $*** for an Extension Year which begins prior to such third
anniversary, payable no later than 45 days after the end of such Extension

                                       10.


Year. If the Florida Project or any Comparable Project which was open at any
time during the year prior to the Extension Year is closed or its operations
curtailed during the Extension Year, the ***% figure and the $*** or $*** figure
shall each be equitably reduced.

              b. Subject only to the provisions of Paragraph 14, if the
Partnership does not exercise (or does not have the right to exercise) its
Extension Option, *** shall have the option(s) ("***'s Option") for such year
and each year thereafter (until he does not exercise such option) to extend his
obligation to render consulting services for an additional Extension Year, by
written notice to the Partnership given no later than the commencement of such
Extension Year. The Partnership shall not guarantee *** any minimum compensation
for any Extension Year for which the Partnership does not exercise the Extension
Option.

              c. ***'s obligations set forth in Paragraphs 5, 6 and 7 shall
continue until the third anniversary date following termination of ***'s
obligation to render consulting services, as it may be extended pursuant to the
provision of Paragraphs 13a and 13b above.

              d. Notwithstanding anything to the contrary set forth above, the
provisions of Paragraph 4 will continue in perpetuity, but the Partnership
agrees that in exercising its rights under Paragraph 4 after *** no longer has
an obligation to render consulting services, ***'s name cannot be used in a
manner which states or implies that he is then rendering services on the Florida
Project or on any Comparable Project.

              e. Following a termination, notwithstanding Paragraphs 9 and 12,
*** will have no interest of any kind, or right to receive compensation (other
than accrued compensation) with respect to any Comparable Project as to which
the themed attraction is opened anytime after the date which is one year prior
to the date ***'s obligation to render consulting services terminates.
Furthermore, from and after the date *** ceases to be obligated to render
services by reason of nonexercise (including by reason of not having the right
to exercise) of the Extension Option or ***'s Option, *** will have no further
rights under Paragraphs 16 and/or 21.

              f. The provisions of this Paragraph 13 shall have no force or
effect whatsoever unless *** is alive on the date his services would otherwise
terminate under any provisions of this Paragraph 13.

         14. Termination. The "Termination Date" is defined to be the first to
occur of December 31, 2005 or the 15th

                                       11.


anniversary of the opening to the general public of the Florida project themed
attraction except that if prior to what would otherwise be the Termination Date
a Comparable Project is opened while *** has an obligation to render consulting
services hereunder, the Termination Date shall be the first to occur of December
31, 2010 or 20th anniversary from said opening of the Florida Project. A
Comparable Project shall be deemed "opened" on the date the themed attraction
located therein is initially opened to the general public. If on the Termination
Date *** has an obligation to render consulting services, *** shall have the
right to give a notice any time on or after the Termination Date that his
obligation to render consulting services will terminate 90 days after the giving
of such notice. If on the Termination Date (or at any time thereafter) *** does
not have an obligation to render consulting services, *** shall have the right,
exercisable by notice, to terminate his right to receive compensation hereunder
90 days after the giving of such notice. (The date 90 days after *** gives
notice pursuant to either of the preceding sentences is referred to below as the
"Stop Date".) If *** does so terminate his obligation to render consulting
services or his right to receive compensation, the following consequences will
apply:

              a. His interest in the Florida Project and in all Comparable
Projects (including without limitation his right to receive any compensation
under Paragraph 11 or otherwise which would otherwise accrue after the Stop
Date) will be extinguished as of the Stop Date and thereafter the Partnership
will have no further payment obligation except to pay amounts which accrued
before the Stop Date and except as provided in Paragraph 14b. Furthermore, from
and after the date *** gives the notice specified above, *** will have no
further rights under Paragraphs 16 and/or 21.

              b. The Partnership will pay *** the fair market value of his
interest in the Florida Project and in all Comparable Projects which were open
to the general public as of the date which is one year prior to the Stop Date
(i.e., the then present value of the anticipated payments to *** computed as if
there had been no termination under this Paragraph 14) which will be determined,
if the parties cannot agree after good faith negotiations, by a binding
appraisal procedure involving two national public accounting firms each
designated by one of the parties and a third national public accounting firm
selected by the other two firms. Subject to the foregoing, the appraisal will be
conducted as an arbitration pursuant to Paragraph 20.

              c. The provisions of Paragraphs 5, 6 and 7 (if still effective)
will terminate 5 years from the Stop Date.

                                       12.


              d. The provisions of Paragraph 4 will continue in perpetuity after
the Stop Date but the Partnership agrees that in exercising its rights under
Paragraph 4 after the termination of ***'s services, ***'s name cannot be used
in a manner which states or implies that he is then rendering services on the
Florida Project or on any Comparable Project.

              e. Notwithstanding Paragraphs 9, 11 and 12, *** will have no
interest of any kind, or right to receive compensation with respect to, any
Comparable Project as to which the themed attraction is opened within one year
before or anytime after the Stop Date, nor will *** have any further obligation
to render consulting services on any such Comparable Project.

         15. Changes. Subject to the provisions of Paragraphs 13 and 16, ***'s
rights and obligations with respect to the Florida Project and Comparable
Projects will not be affected by change of ownership (e.g., the Partnership or
the Affiliates ceasing to be the owner thereof) whether such change affects all
or any of the Florida Project and/or Comparable Projects and *** will perform
his obligations to the new owner[s] of the Project or Projects as to which there
was a change of ownership. In performing his obligations to the new owners, ***
will have the right to choose which representative of new owners he will consult
with (which right shall not be used to frustrate his obligation to render
consulting services) and he will have no obligation to render services to any
new owners or to the Partnership in the event of a change of control of either
of the Partners or any Affiliates to a greater extent or different nature than
as previously rendered to the Partnership. If the Partnership and its Affiliates
transfer ownership in the Florida Project and any existing Comparable Projects
as a unit to a new owner, provided that as of the date of such change of
ownership, the financial condition of the new owner reasonably appears to *** to
be sufficiently strong to enable the new owner to comply with its obligations to
*** and such new owner assumes for ***'s benefit all of the Partnership's
obligations to *** in writing, *** will look solely to the new owner for any
obligations accruing or arising after said date and the guarantees by MCA Inc.
and Cineplex Odeon Corporation referred to in Paragraph 22 will terminate.
Except as set forth above, no transfer of ownership shall affect the rights and
obligations of the parties.

         16. Public Offering; Private Sale. The following shall apply each time
there is a private sale or a public offering (whether primary, secondary, or a
combination) of all or any portion of either or both Partner's (and/or any
Affiliate's) equity in the Florida Project or any Comparable Project other than
a sale of substantially all such Partner's (or Affiliate's) assets or a spinoff
or corporate reorganization which does not constitute

                                      13.


principally a sale of the Florida Project or any Comparable Project, to the
extent either or both Partners (and/or any Affiliates) realize proceeds
therefrom (as distinguished from using the proceeds in connection with the
Project) which reduce their budgeted investment below the amount contemplated at
the first to occur of commencement of construction of the Project or becoming
substantially committed to develop the particular project ("Base Capital
Investment"). For each such sale during ***'s lifetime, *** shall have the
right, subject to paragraphs 13(e) and 14(a) and to an underwriter's out if the
Partners or Affiliates are not themselves realizing cash out of the offering, to
value his compensation rights (in equity terms) in the Florida Project or
Comparable Projects being sold, in a manner specified in good faith by the
Partnership. Then, subject to and upon consummation of the sale, *** shall have
the right to sell in such public offering or private sale the portion of his
compensation rights that equals the same percentage that the Partners' (and
Affiliates') equity ownership being sold bears to their total equity ownership,
but in determining the applicable percentage only the portion of the Partners'
and Affiliates' equity ownership which reduces their investment below the Base
Capital Investment will be considered as being sold. *** recognizes that it may
be necessary to adhere to tight time schedules and upon reasonable notice agrees
to follow the procedures and methods for the conversion and for the public
offering as may be reasonably specified by the Partnership in consultation with
the underwriters. If *** elects to convert and sell any of his compensation
rights in any sale, *** will bear his proportionate share of all fees and
expenses of such sale and will be required to be bound by such undertakings as
are normally applicable to a seller in his position. The parties will make
necessary representations normal for such transactions and execute customary
cross-indemnification agreements. If *** does not agree with the Partnership's
valuation of his compensation rights sold, or to be sold, he shall be entitled
to submit the matter to arbitration as provided in Paragraph 14b. The
arbitrators in any such arbitration shall be empowered to adjust ***'s remaining
compensation rights or to afford other appropriate relief so that the
compensation rights sold, or to be sold, are accurately valued. ***'s will
continue to be obligated under all the provisions of this Agreement without
regard to his exercise of any rights under this Paragraph 16.

         17. Abandonment. Although the Partnership has every intention of
opening and operating the Florida Project, the Partnership retains all decision
making rights in connection therewith, including the rights to abandon the
themed attraction and/or the studio prior to, or subsequent to, opening.
However, ***'s rights to participate in revenues from land sales or rentals
shall not be affected by such abandonment. Furthermore, if the Florida Project
themed attraction is not opened by

                                      14.


December 31, 1999 (which date is subject to extension for delays caused by force
majeure, acts of God, or the like), if *** so elects all of ***'s rights and
obligations shall automatically terminate except Paragraph 10 shall continue to
be applicable and *** shall continue to be entitled to receive all compensation
provided in this Agreement with respect to revenue from land sales or rentals;
the failure to open any Comparable Project by any particular date will not have
a similar consequence.

         18. Other Exploitation. Except as may be expressly set forth in this
Agreement to the contrary, nothing in this Agreement prevents or restricts the
production, distribution, exhibition and exploitation of any motion picture,
television production or other audio visual production or the sales or rental of
copies thereof or the exploitation of any publishing, merchandising or any other
exploitation in any manner or media of any rights of any kind of nature now or
hereafter known.

         19. Insurance; Indemnity. ***, his companies, and their employees will
be covered by all relevant Partnership insurance policies applicable to the
Florida Project with respect to their involvement with the Florida Project and
each Comparable Project. The Partnership will defend and indemnify ***, his
companies, and their employees with respect to any claims of any nature which
may be asserted by reason of, related to, occasioned by or occurring as the
result of the Florida Project or any Comparable Project. The provisions of this
paragraph shall survive the expiration or termination of this Agreement.

         20. Arbitration. If there is any dispute arising under or in connection
with this Agreement, the dispute shall be resolved by binding arbitration in Los
Angeles County, California in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award of the
arbitration tribunal may be enforced in any court of competent jurisdiction.

         21. Investment Opportunities. *** shall have the right during his
lifetime (but subject to Paragraphs 13e and 14a) either personally or through an
affiliate (as defined in Paragraph 23) to invest in any further real estate
development activities of the Partnership or its Affiliates which are part of
the Florida Project or of any Comparable Project. ***'s right, pursuant to the
foregoing, shall be to acquire up to ***% of the interest which would otherwise
be acquired by the Partnership and its Affiliates and shall be on the same terms
and conditions as applicable to the Partnership or its Affiliates except, with
the approval of the other parties involved which the Partnership will use
reasonable efforts to procure if not inconsistent with the goals and intentions
of such development, ***'s liability will not be joint and several but will only
be several.

                                      15.


         22. Priority and Guarantee. The Partnership represents that (except as
may be required by law) ***'s interest in the Florida Project and Comparable
Projects will have priority over the interest of all financiers, lenders and
others who may have an interest in such project, but ***'s priority over the
lenders on any particular project will only apply with respect to compensation
payable to *** on account of revenues generated by that project. The Partnership
or its Affiliates will notify all lenders of ***'s priority and attempt to
secure for *** acknowledgment by the lenders of ***'s priority. If prospective
lenders for a Comparable Project (or a proposed Comparable Project) decline to
make a satisfactory loan because of ***'s priority, *** will deal in good faith
with the Partnership or its Affiliates in an effort to tailor a substitution for
such priority. By their signatures below, MCA Inc. and Cineplex Odeon
Corporation each guarantee, jointly and severally, the performance by the
Partnership of the Partnership's obligations to ***.

         23. Successors. *** may not assign his rights except to an affiliate of
***'s which affiliate will be similarly restricted. For this purpose, an
affiliate is a trust controlled by *** and/or any immediate family member for
his benefit or the benefit of his immediate family and/or his or their heirs and
also includes a corporation substantially all the stock of which is beneficially
owned and/or controlled by *** and/or his heirs or immediate family. This
Agreement is binding upon, and subject to the preceding sentence, inures to the
benefit of the respective successors and assigns and, in ***'s case, heirs of
the parties. Without derogating from the generality of the foregoing, the
provisions of Paragraphs 4, 6 and 7 shall survive ***'s death and shall be
binding upon ***'s successors, assigns and heirs.

         24. Construction. This Agreement is binding upon the parties. The
parties recognize that this Agreement does not contain all the express detailed
provisions which would be appropriate for the arrangements contemplated hereby,
and accordingly, it may be necessary to construe and apply the provisions hereof
to situations not expressly covered. This Agreement will be construed and
applied in an even-handed manner, without regard to which party suggested or
drafted particular language, and recognizing that it was arrived at after good
faith bargaining between parties who possess comparable bargaining power.

         25. Public Disclosure. This Agreement shall remain confidential and
treated as a trade secret at all times, subject to disclosure only as required
by law to comply with the requirements of the Securities Act of the United
States or of any state thereof, or of any jurisdiction in which Comparable
Project is situated or the terms of a valid subpoena or order issued by a

                                      16.


court of competent jurisdiction or by a judicial or administrative agency or
legislative body or committee, after the parties have taken all lawful steps to
prevent or, if that is not possible, to limit such disclosure by the terms of an
appropriate protective order. No party shall divulge the terms and conditions of
this Agreement to any other person or entity, nor to its own employees, except
the minimum number of employees and to the minimum extent necessary in the
conduct of its business. No party shall issue any press release or announcement
of relating to the terms of this Agreement or to the services rendered by ***
except as expressly permitted pursuant to this Agreement, without the other
party's approval of the content and timing of such announcement.


/s/ *** ***                            UNIVERSAL CITY FLORIDA PARTNERS,
- ------------------------------------
*** ***

                                       by Cineplex Holdings, Inc.

                                          by /s/
                                             -----------------------------------

                                       by Universal City Property Management
                                          Company

                                          by /s/
                                             -----------------------------------

                                       17.


                                    GUARANTEE


         As an inducement to *** to execute the foregoing Agreement and in
consideration thereof, the undersigned, jointly and severally, guarantee to ***,
his successors and assigns, the full prompt and faithful performance by the
Partnership of all of the Partnership's obligations to *** under the Agreement.

         The undersigned, jointly and severally, waive acceptance, demand,
notice of acceptance, and all other notices to which they may be entitled. No
modification of the Agreement and no indulgence or change in terms of
performance under the Agreement shall release the undersigned from this
guarantee. Each of the undersigned agree that *** may proceed against either or
both of the undersigned for all amounts due under the Agreement or performance
of other obligations therein provided without taking any action against the
Partnership or any Partner or any other party or proceeding against or applying
any security he may hold. The undersigned consent to be joined as party to any
arbitration conducted pursuant to the foregoing Agreement and that judgment on
any award in any such arbitration may be enforced against the undersigned in any
court of competent jurisdiction.

Dated:      November 4    , 1988
        ------------------


MCA INC.                               CINEPLEX ODEON CORPORATION


By: /s/                                By: /s/
   ------------------------------         ------------------------------



                                   Exhibit "A"

         20. MCA's Special Fee.

              (a) The term "gross revenues" shall for purposes of this Agreement
mean gross revenues received by the Partnership or any successor operator of the
Tour and of the Studio, from all phases of the Tour and Studio after excluding
sales tax, rebates, refunds, discounts, credit card commissions, non-cash
tradeouts, all as determined in accordance with generally accepted accounting
principles. Without derogating from the generality of the foregoing, gross
revenues includes gross revenues received from activities which have a clear
genesis in the Tour and/or Studio, such as from "Universal Orlando Tour"
T-shirts, whether sold on or off the Site. Gross revenues shall not include
amounts received from the sales and leasing of land outside the Project Site,
hotels, restaurants and the like to which customer access may be readily
obtained without admission to the Project (even if accessible also through the
Project), the sale of fixtures or equipment, receipt of insurance proceeds
(other than business



interruption type of proceeds), nor shall it include amounts received under
corporate sponsorship deals. In those instances in which the Partnership grants
licenses, concessions or similar rights in connection with the Project, the
gross revenues received by the licensee, concessionaire or similar entity shall,
for the purposes of this Section 20, be deemed gross revenues received by the
Partnership and any "key money," license fee, commission or other consideration
paid to the Partnership by such licensee, concessionaire or similar entity shall
not be included in the Partnership's gross revenues.



                                   Exhibit "B"


         The Special Fee shall not be payable but shall accrue (together with
interest at the floating Prime compounded monthly) until the date....

         Prime is defined as the prime or reference rate quoted from time to
time by Bank of America.



                                   Exhibit "C"


Change in Control:

For the purpose of this Agreement, a "Change in Control" shall be deemed to have
occurred only if individuals who, as of the date hereof, constitute the Board of
Directors of MCA INC. (the "Board" generally and as of the date hereof the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board of MCA INC. (or of any successor to MCA INC. by merger, consolidation,
reorganization, sale of assets or otherwise or of any corporation or other
entity that directly or indirectly controls a majority of the outstanding voting
securities of MCA INC.), provided that any person becoming a director subsequent
to the date hereof whose election, or nomination for election by MCA INC.'s
shareholders, was approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors of MCA
INC., as such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Securities Exchange Act of 1934) shall be, for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board.



                                    Amendment

         Reference is made to the Agreement dated as of January 20, 1987 between
*** (successor in interest to ******) on the one hand and Universal City Florida
Partners on the other (the "Agreement").

         Paragraph 23 of the Agreement is hereby amended to add the following
language after the second sentence and before the third sentence: "The word
"affiliate" also includes any corporation or trust (a "charitable affiliate")
which qualifies as a charitable entity under ss.501(c)(3) of the Internal
Revenue Code, gifts to which are deductible under ss. 170(c), ss.2055(a) and
ss.2522(a) of said Code, to which *** or *** grants any rights hereunder
(whether directly or indirectly, e.g. by granting the stock of ***, Inc., or any
successor entity) by will, or any other instrument (such as a trust) which
becomes irrevocable only upon ***'s death, provided that during ***'s lifetime,
neither *** nor any of his affiliates (including ***) shall assign to a
charitable affiliate (whether directly or indirectly) any of his or its rights
other than the assignment to a charitable affiliate of the right to receive
amounts payable hereunder." The next following sentence is hereby amended to
read as follows: "This Agreement is binding upon, and subject to the preceding
sentences, inures to the benefit of the respective successors and assigns and,
in ***'s case, heirs of the parties".

         Except as expressly set forth above, the Agreement remains in force and
effect.



Agreed & Accepted:



         /s/ ******
- ----------------------------------
*********



         /s/ ******
- ----------------------------------
******



         /s/
- ----------------------------------
Universal City Florida Partners

Dated:  February 5, 2001

EX-10.23

                                    INDEMNITY

         This Indemnity (this "Indemnity") is made as of March 6, 2003, by
Vivendi Universal Entertainment LLLP, a Delaware limited liability limited
partnership ("VUE"), in favor of Universal City Development Partners, Ltd., a
Florida limited partnership ("UCDP"). All capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the
Consultant Agreement (as defined below).

                               W I T N E S S T H:

         WHEREAS, UCDP, as successor to Universal City Florida Partners, and
***, as successor-in-interest to *** (the "Consultant"), are parties to an
agreement, dated as of January 20, 1987 (the "Consultant Agreement"), relating
to the Consultant's rendering of services as a creative consultant in connection
with the Florida Project;

         WHEREAS, the Consultant Agreement provides that the Consultant receive
certain payments for serving as a consultant to the Comparable Project known as
Universal Studios Japan (the "Japan Project") as well as other Comparable
Projects;

         WHEREAS, VUE beneficially owns 50% of UCDP and is a party to a
contribution agreement, dated as of May 7, 2002, whereby VUE agreed to assume,
among other things, certain liabilities relating to the recreation businesses of
UCDP, including the guarantee of the performance by UCDP of its obligations to
the Consultant under the Consultant Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and legal sufficiency of which VUE hereby acknowledges, VUE hereby
covenants and agrees as follows:

         Section 1. Indemnity.

         (a) VUE hereby agrees to indemnify, defend and hold harmless UCDP from
and against any out-of-pocket expenses, liability or loss incurred by it during
the Term of this Indemnity and related to a "Consultant Claim." A "Consultant
Claim" is a claim made by the Consultant which claim arises solely under the
Consultant Agreement, but only to the extent that it relates to (i) the Japan
Project or (ii) any other Comparable Project. For purposes of clarity, no
facility owned or controlled by UCDP is a "Comparable Project" for purposes of
this Section 1(a).

         (b) UCDP shall give VUE written notice as promptly as practicable (but
in no event later than ten days after receiving notice) of the assertion by the
Consultant of any Consultant Claim, provided that the failure to provide such
notice shall not relieve VUE from its obligations hereunder unless and to the
extent that such failure results in the loss by VUE of material rights or
defenses. Upon receipt of such written notice, VUE shall promptly (but in no
case later than 30 days after receiving the notice from UCDP) notify UCDP that
it will assume responsibility for such claim as a Consultant Claim, or notify
UCDP that such claim is not a Consultant Claim. On VUE's assumption of
responsibility for a Consultant Claim, VUE shall have the sole and exclusive
power to direct and control the defense of, and shall have the sole and
exclusive right to settle or compromise, such Consultant Claim and VUE shall not
be liable to



UCDP for any attorneys' fees or other expenses incurred by UCDP after such
assumption of liability in connection with the defense of such Consultant Claim.
UCDP shall, upon VUE's request, execute all papers reasonably required and shall
take all actions reasonably necessary to secure the rights of VUE, including the
execution of such documents necessary to enable VUE to assert in the name of
UCDP such rights, claims, counterclaims or defenses that UCDP would be or would
have been permitted to assert against such Consultant Claim. In addition, UCDP
shall use all reasonable efforts to make available to VUE such assistance and
cooperation in support of VUE's defense as VUE may reasonable request, including
making available any personnel or any books, records or other documents within
UCDP's control or which UCDP otherwise has the ability to make available that
VUE reasonably believes is necessary or appropriate for such defense.

         (c) If UCDP shall receive any amounts of insurance proceeds or any
other monies from a third party in connection with any Consultant Claim, then
such monies shall be promptly paid to VUE.

         (d) VUE shall not take any action which would prevent UCDP from
delivering the notice required under Section 1(b) hereof.

         Section 2. Amendments. Neither VUE nor UCDP may amend or waive any
provision of this Indemnity and no consent to any departure by such party
therefrom shall in any event be effective unless the same shall be in writing
and signed by the other party hereto, and in the case of UCDP approved by the
Parks Advisory Board (or the comparable successor body) and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

         Section 3. Notices. All notices, requests, claims, demands or other
communications by either party hereunder must be in writing and will be deemed
to have been duly given only if delivered personally, by facsimile transmission
or by internationally recognized courier to the recipient at the following
address or facsimile number:

                  VUE:                Vivendi Universal Entertainment LLLP
                                      100 Universal City Plaza
                                      Universal City, California 91608
                                      Attention: General Counsel
                                      Facsimile: (818) 866-3444

                  with a copy to:     Munger, Tolles & Olson LLP
                                      355 South Grand Avenue
                                      35th Floor
                                      Los Angeles, California 90071
                                      Attention: Ruth E. Fisher
                                      Facsimile: (213) 687-3702

                                        2


                  UCDP:               Universal City Development Partners, Ltd.
                                      1000 Universal Studios Plaza
                                      Orlando, Florida 32819-7610
                                      Attention: Vice President, Legal Affairs
                                      Facsimile: (407) 363-8219

All such notices, requests, claims, demands or other communications will (i) if
delivered by facsimile transmission, be deemed given upon electronic
confirmation of receipt and (ii) if delivered personally or by internationally
recognized courier, be deemed given upon actual receipt by the General Counsel
of VUE.

         Section 4. No Waiver; Remedies. No failure on the part of either VUE or
UCDP to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

         Section 5. Continuing Indemnity; Assignments. This Indemnity is a
continuing indemnity and shall remain in full force and effect from the date
hereof to the date, if ever, on which the Consulting Agreement is terminated or
there are no Comparable Projects for which UCDP might be liable, directly or
indirectly (such period, the "Term"). This Indemnity shall (a) be binding upon
VUE and its successors and permitted assigns and (b) inure to the benefit of and
be enforceable by UCDP and its successors and permitted assigns. Neither VUE nor
UCDP may assign or otherwise transfer any of its rights or obligations under
this Indemnity without the prior written consent of the other party hereto.

         Section 6. No Third-Party Beneficiaries. The terms and provisions of
this Indemnity are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the intention of
the parties to confer third-party beneficiary rights upon any other person.

         Section 7. Dispute Resolution. Any controversy, claim or dispute
arising out of or related to this Indemnity, or the interpretation, performance
or breach hereof, including but not limited to alleged violations of state or
federal statutory or common law rights or duties, shall be resolved according to
the procedures set forth in Annex A hereto, which shall constitute the sole and
exclusive dispute resolution mechanism hereunder; except that a claim for
equitable relief may only be filed in and heard before the United States
District Court for the Central District of California or, if that court lacks
subject matter jurisdiction, only in and before the Superior Court of the State
of California for the County of Los Angeles. A party need not comply with the
informal dispute resolution and mediation requirements of Annex A before filing
a claim for equitable relief.

         Section 8. Governing Law. This Indemnity shall be governed by the laws
of the State of California applicable to contracts made within, and to be
performed in, the State of California.

                                       3


         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Indemnity as of the date first above written.


                                       VIVENDI UNIVERSAL ENTERTAINMENT LLLP

                                       By: /s/  Karen Randall
                                           ------------------------------------
                                           Name:  Karen Randall
                                           Title: Executive Vice President


Agreed and acknowledged on
this March 6, 2003 by

Universal City Development
Partners, Ltd.

By: Universal City Florida Holding Co. II,
    as General Partner

    By: Universal City Property Management
        II LLC, as General Partner.

        By: /s/ Catherine Roth
            Name:  Catherine Roth
            Title: Vice President


        By: 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.,
            as General Partners

            By: Blackstone Media
                Management Associates III
                L.L.C., as General Partner of
                each of the foregoing entities

                By: /s/ Howard Lipson
                    -----------------------
                    Name:
                    Title:

                                        4


                                                                         ANNEX A

                               DISPUTE RESOLUTION

         VUE and UCDP are referred to herein as the "Parties" and individually
as a "Party".

         1. Exclusive Procedures. Any controversy, claim or dispute arising out
of or related to this Indemnity, or the interpretation, performance or breach
hereof, including but not limited to alleged violations of state or federal
statutory or common law rights or duties (a "Dispute"), shall be resolved
according to the procedures set forth in this Annex A. These procedures
constitute the sole and exclusive dispute resolution mechanism to resolve all
Disputes and no other procedure, including, without limitation, litigation in
court, may be used except as expressly provided in this Indemnity or the
following paragraphs. Each Party's promise to resolve all Disputes as set forth
herein is given in consideration for the other Parties' like promise.

              Any Dispute or portion thereof, or any claim for a particular form
of relief (not otherwise precluded by any provision of this Indemnity), that may
not be arbitrated pursuant to applicable law may be heard in a court of
competent jurisdiction in Los Angeles County, California. If a Party believes in
good faith that all or part of a Dispute, or any claim for relief or remedy
sought, is not subject to arbitration under then-prevailing law, then it may
bring such a claim in arbitration, and the arbitrator shall have the
jurisdiction to determine whether the matter is arbitrable (which decision shall
be appealable to the panel of arbitrators pursuant to Section 4.C(v) below),
unless then-prevailing law requires a court to determine arbitrability. If
then-prevailing law requires a court to determine arbitrability, then a Party
may seek a determination to that effect from an appropriate court, except that
no such action may be brought unless the Party has first complied with the
informal dispute resolution requirements of Section 3 below. If the arbitrator
or court determines that the matter is not arbitrable or that the remedy sought
is not available in arbitration, then the specific matter or request for remedy
in question may be resolved by the court without a jury, and the Parties hereby
irrevocably waive their respective rights to trial by jury of any cause of
action, claim, counterclaim or cross-complaint in any action or other proceeding
brought by any Party against any other Party or Parties with respect to any
matter arising out of, or in any way connected with or related to, this
Indemnity or any portion hereof, whether based upon contractual, statutory,
tortious or other theories of liability. All other matters and claims for relief
shall be subject to arbitration as set forth herein.

         2. Confidentiality. The details and/or existence of any Disputes, any
informal meetings and arbitration proceedings conducted hereunder, and any
discovery taken in connection with any arbitration, shall be kept strictly
confidential and shall not be disclosed or discussed with any third party
(excluding a Party's attorneys, accountants, and other agents and
representatives, as reasonably required in connection with any Dispute
resolution procedure hereunder), except as otherwise required by law. In the
event that any Party receives a subpoena or other request for information from a
third party for such confidential information, the recipient shall promptly
notify the other Party and shall provide such Party with the opportunity to
object to the production of its confidential information.

                                      A-1


         3. Informal Dispute Resolution. The Parties shall attempt, whenever
possible, to discuss and resolve any Disputes on an informal basis, in order to
avoid the expense and delay associated with arbitration. A Party invoking these
dispute resolution procedures shall deliver a notice to the other Party (a
"Dispute Notice") of the claims it intends to bring and the relief sought,
including sufficient details regarding the factual, contractual or other legal
bases for the Party's claim as reasonably required to enable the Party receiving
the Dispute Notice to evaluate the claim and respond thereto.

              Upon delivery of a Dispute Notice, the Parties shall promptly
schedule one or more meetings (the first meeting to be held within five days of
delivery of the Dispute Notice), to discuss and attempt in good faith to resolve
all Disputes described in the Dispute Notice(s). Such meetings shall be attended
by the Parties or their representatives with full authority to settle the
Disputes at issue.

              All offers, promises, conduct and statements, whether oral or
written, made in the course of the Parties' attempt to informally resolve a
Dispute, whether made by the Parties, their agents, employees, experts or
attorneys, shall be confidential, privileged and inadmissible for any purpose,
including impeachment, in any litigation, arbitration (including, without
limitation, arbitration pursuant to the following section hereof) or other
proceeding.

         4. Arbitration.

              A. Initiation. If the Parties are unable to resolve one or more
         Disputes on an informal basis as contemplated by Section 3, a Party may
         initiate a binding arbitration proceeding for the final resolution of
         such remaining Dispute(s) by delivering a notice to the other
         Party(ies) (an "Arbitration Notice") describing the Dispute(s) to be
         arbitrated. An Arbitration Notice can be delivered at any time after
         ten days from delivery of a Dispute Notice or, in the case of a request
         for provisional remedies (including injunctive relief), at any time
         after the delivery of a Dispute Notice. Within fifteen days of
         receiving an Arbitration Notice, the receiving Party may deliver its
         own Arbitration Notice, specifying additional Disputes to be submitted
         to arbitration. If more than one Dispute is to be arbitrated, the
         subject matters of the various Disputes need not be related to each
         other. There shall also be no requirement that Disputes or claims that
         would be considered either compulsory or permissive counterclaims under
         any law or rule of procedure must be made or resolved in a single
         arbitration proceeding. Nothing in this Section 4.A shall relieve,
         amend or constitute a waiver of the Parties' obligations under Section
         3.

              B. Arbitrator/Place of Arbitration. The arbitration, which shall
         take place in Los Angeles County, shall be administered by the Los
         Angeles office of JAMS/Endispute ("JAMS"), or any successor thereof, in
         accordance with the JAMS Comprehensive Arbitration Rules and Procedures
         (the "JAMS Rules"), except as otherwise provided herein. The
         arbitration shall be held before and decided by a single neutral
         arbitrator (the "Arbitrator"). The Arbitrator shall be a person
         familiar with complex business transactions and litigation, selected in
         accordance with the JAMS Rules. The arbitration hearing shall commence
         no later than sixty days after the delivery of an Arbitration Notice,
         unless the Arbitrator for good cause sets a later date.

                                      A-2


              C. Arbitration Procedures. The following procedures shall apply to
         the arbitration. To the extent that any issue is not addressed herein,
         the appropriate provisions of the JAMS Rules shall apply.

                   (i) Discovery. The Parties shall be entitled to undertake
              discovery in the arbitration as determined by the Arbitrator;
              provided, that, such discovery shall be limited to (a) five
              witness depositions plus the depositions of any expert designated
              by the other Party, (b) thirty interrogatories, (c) thirty
              document requests and (d) ten requests for admissions. The
              Arbitrator shall have the authority to hear and rule upon all
              discovery motions and, in connection therewith, to award sanctions
              as appropriate in accordance with then-prevailing California law.

                   (ii) Motions. The Arbitrator shall have the authority to
              schedule, hear and determine any and all motions (including
              prehearing and posthearing motions), including, without
              limitation, motions to dismiss, for judgment on the pleadings, and
              for summary judgment or adjudication on any or all of the claims,
              issues or facts in dispute, and shall do so on the motion of any
              Party.

                   (iii) Remedies. Upon motion of a Party, the Arbitrator shall
              have the authority, to the extent permitted by law, to enter an
              interlocutory award granting temporary, preliminary or provisional
              remedies (including injunctive relief) in order to maintain the
              status quo pending conclusion of the arbitration proceedings. The
              Arbitrator shall have the authority in the Award (as defined
              below) to grant any compensatory and equitable relief he or she
              deems appropriate, including the award of costs and fees, specific
              performance, injunctive relief or any other form of equitable
              relief; provided, that, the Arbitrator may not award special,
              incidental, consequential or punitive damages. To the extent that
              applicable law does not permit an arbitrator to enter injunctive
              or any other equitable relief, any aggrieved Party may apply to
              any court of competent jurisdiction in the County of Los Angeles
              for such relief, but a court may not award any monetary relief
              whatsoever.

                   (iv) Award. The Arbitrator shall render a written award (the
              "Award") no later than thirty days after the end of the hearing or
              after completion of any post-hearing briefing that the Arbitrator
              shall order or permit, whichever is later. The Award shall
              completely dispose of all Disputes submitted to the Arbitrator and
              shall include findings of fact and conclusions of law. In all his
              or their substantive (as opposed to procedural or
              discovery-related) rulings, the Arbitrator and Appeal Panel shall
              apply the law specified in the choice of law provision of this
              Indemnity.

                   (v) Appellate Review. The Parties agree that any Award,
              including an Award rendered following remand after appellate
              review hereunder, shall be subject to review according to the
              Optional Appeal Procedure of the JAMS Rules, as modified herein.
              The Appeal Panel shall be composed of three retired judges or
              justices of any California State or federal court, selected in
              accordance

                                      A-3


              with the JAMS Rules. The Arbitrator who rendered the Award being
              reviewed shall not be eligible to serve on the Appeal Panel.

                   The Appeal Panel may review all issues of fact and law
              specified in the notice of appeal and any cross-appeal, as if the
              appeal were being heard and decided by a panel of the California
              Court of Appeal reviewing a judgment of a California Superior
              Court in a civil action. The review shall be conducted in
              accordance with the procedures set forth in the California Code of
              Civil Procedure and California Rules of Court applicable to
              appeals from judgments in general commercial cases from California
              Superior Courts to the California Courts of Appeal. After briefing
              and any oral argument by the Parties that the Appeal Panel deems
              necessary, the Appeal Panel shall render a written decision, which
              may affirm or reverse the Award in whole or in part and may note
              any specific evidence that the Arbitrator should consider or other
              actions to be taken upon remand, if necessary. At the conclusion
              of any post-appeal proceedings before the Arbitrator that are
              required by the Appeal Panel's decision, the Arbitrator shall
              issue a new Award, which shall be subject to appeal hereunder.

              D. Binding; Notice of Final Award; Confirmation. The Arbitrator's
         Award, as modified, if applicable, following one or more appeals
         pursuant to Section 4.C(v) above, shall become final and fully binding
         upon the Parties (the "Final Award") after the expiration of any
         applicable time limit in which to appeal expires without a Party
         invoking the appellate review process (the "Final Award Date"). The
         Parties shall have thirty days from the Final Award Date in which to
         perform all obligations applicable to them under the Final Award. If a
         Party fails to perform any obligation under the Final Award within such
         thirty day period, then the other Party may apply to any court of
         competent jurisdiction in the County of Los Angeles for confirmation of
         the Final Award.

                                      A-4

EX-10.24

                                FORMAL AGREEMENT

                                     BETWEEN

                           DR. SEUSS ENTERPRISES, L.P.

                                       AND

                                    MCA INC.



                                TABLE OF CONTENTS

                                                                            PAGE

FORMAL AGREEMENT...............................................................1

I.       PROJECT DESCRIPTION                                                   1

II.      APPROVALS AND CONSULTATIONS...........................................2

III.     GRANTS OF RIGHTS AND FINANCIAL TERMS..................................3

         A.       RIGHTS ACQUIRED                                              3

                  1.       Theme Park Rights and Related Advertising Rights....3

                  2.       Merchandise Rights..................................5

                  3.       Retained Rights.....................................5

         B.       FINANCIAL TERMS..............................................6

IV.      OTHER THEME PARKS.....................................................9

         A.       GRANT OF RIGHTS..............................................9

         B.       FINANCIAL TERMS..............................................9

V.       OVERALL MERCHANDISING RELATIONSHIP...................................10

VI.      MISCELLANEOUS LEGAL .................................................10

TERMS AND CONDITIONS...........................................................1

1.       DEFINITIONS...........................................................1

         a.       Dr. Seuss Elements...........................................1

         b.       Attraction...................................................1

         c.       Theme Park...................................................2

         d.       MCA..........................................................2

2.       WARRANTY OF TITLE.....................................................2

3.       COPYRIGHT/TRADEMARK...................................................4

4.       INDEMNITIES...........................................................7

5.       TERM..................................................................8

6.       CREATIVE MATERIALS....................................................8

                                        i


7.       CONFIDENTIALITY.......................................................8

8.       NOTICES/PAYMENTS......................................................9

9.       FURTHER INSTRUMENTS..................................................10

10.      SUCCESSOR(S) IN INTEREST.............................................10

11.      AUDIT AND REVIEW.....................................................10

12.      BREACH/CURE..........................................................11

13.      NO JOINT VENTURE.....................................................12

14.      FORCE MAJEURE........................................................12

15.      MISCELLANEOUS........................................................12

                                       ii


                                FORMAL AGREEMENT
                                     BETWEEN
                           DR. SEUSS ENTERPRISES, L.P.
                                       AND
                                    MCA INC.

         Dr. Seuss Enterprises, L.P. ("Dr. Seuss Enterprises") and MCA INC.
("MCA") hereby agree as of April 21, 1994, to the following terms and conditions
relating to the grant from Dr. Seuss Enterprises of certain specified theme park
and related merchandising rights in the Dr. Seuss properties listed on Exhibit A
attached hereto (the "Properties") to MCA (as defined in Section 1(d) of the
Terms and Conditions) (such Terms and Conditions attached hereto as Exhibit B
and incorporated by this reference herein), all as set forth below ("Formal
Agreement"). This Formal Agreement is entered pursuant to the provisions of
Section VI, paragraph "L," of that certain agreement between Dr. Seuss
Enterprises and MCA effective April 21, 1994 (known as the "Short Form
Agreement") and supersedes said Short Form Agreement.

I.  PROJECT DESCRIPTION

         MCA is developing a complete destination resort on approximately 800
acres owned by it and a partner in Orlando, Florida, on which Universal Studios
Florida is located and attracted over seven million visitors in 1993, which will
include a second gated theme park, "The Second Gate".

         "The Second Gate" will be similar in size, quality and originality to
Universal Studios Florida and is expected to generate even greater attendance,
stay time and visitor expenditures given the unique appeal of the park and the
synergies which will arise from a total destination resort concept.

         Within "The Second Gate", as a major component, MCA proposes to include
a totally themed environment based on Dr. Seuss properties which may be called
"The World of Dr. Seuss". The World of Dr. Seuss will be substantially similar
to that described in the conceptual materials previously furnished to Dr. Seuss
Enterprises (subject to the technical and budgetary feasibility of developing
the concepts presented), and any significant deviations will be subject to Dr.
Seuss Enterprises' reasonable approval, provided such approval will be exercised
in a manner so as to permit the development of The World of Dr. Seuss in a
reasonable manner. As contemplated, and as previously presented to Dr. Seuss
Enterprises, The World of Dr. Seuss will include shows, rides and other
entertainment attractions as well as Dr. Seuss themed facilities and carts
selling food and merchandise.

         No other proprietary characters, materials or trademarks may be
presented as attractions or elements of The World of Dr. Seuss without the
consent of Dr. Seuss Enterprises,

                                       1


except in connection with temporary special events such as parades that pass
through the area and except as provided herein.

         Within The World of Dr. Seuss the preponderance of logo merchandise
sold will be that which is licensed from Dr. Seuss Enterprises, and in no event
will a Dr. Seuss character or other Dr. Seuss material, including trademarks, be
combined on any item (other than the applicable theme park name and logo) of
merchandise with any non-Dr. Seuss character or material without the consent of
Dr. Seuss Enterprises.

         Within The World of Dr. Seuss there will be no items of merchandise or
service sold which are inappropriate for or inconsistent with the Dr. Seuss
image such as packaged alcoholic products, cigarettes, "adult" entertainment or
products, and the like.

II. APPROVALS AND CONSULTATIONS

         The Merchandise sold and Attractions within The World of Dr. Seuss will
be designed in consultation with representatives of Dr. Seuss Enterprises, and
all major Attractions (as well as all Merchandise developed for sale) will be
subject to approval of Dr. Seuss Enterprises which will not be withheld in an
unreasonable manner and will be exercised in a manner so as to permit the
development of The World of Dr. Seuss in a reasonable manner.

         Because of the extensive time and effort (as well as cost) involved in
designing and constructing theme park attractions, including the multi-million
dollar attractions planned for The World of Dr. Seuss, approvals need to be
granted or denied in a timely manner. Accordingly, if Dr. Seuss Enterprises does
not respond within two weeks after presentation of a written request for
approval, such silence will be deemed an approval; provided, however, that if
the exigencies of production or preparing merchandising, advertising or
promotional materials require a shorter approval period, Dr. Seuss Enterprises
will, upon request, use best efforts to respond on an expedited basis. Rejection
from Dr. Seuss Enterprises will include specific reasons and, to the extent
feasible, suggested revisions that would make the submittal acceptable. Dr.
Seuss Enterprises agrees to keep MCA notified in writing as to which officer
and/or agent of Dr. Seuss Enterprises is designated to give its consent and/or
approval hereunder.

         Once specific design/development stages (such as storyboards or
schematic drawings or artwork for theme park elements and drawing and
specifications for items of merchandise) are approved for elements of The World
of Dr. Seuss and Dr. Seuss Merchandise, such elements or merchandise items can
continue in development and be deemed approved unless MCA shall make significant
deviation in the same.

                                       2


         All theme park elements and merchandise will be of the comparable high
quality maintained by MCA throughout Universal Studios Florida.

         Approval rights will be exercised consistent with the following
criteria:

         1. The specific theme park use or merchandise must be of high quality
and consistent with the standards maintained by MCA throughout Universal Studios
Florida.

         2. Dr. Seuss Elements must not be portrayed in a manner which is
demeaning, derogatory, or inconsistent with their character.

         3. Dr. Seuss Elements must be portrayed in a manner that is not
inconsistent with their portrayal in the licensed properties in forms of use
previously approved by Dr. Seuss Enterprises or in the underlying books.

         4. Dr. Seuss Elements must reflect artistic quality and preservation of
the integrity of the characters consistent with that of the Properties.

III. GRANT OF RIGHTS AND FINANCIAL TERMS

     A.  RIGHTS ACQUIRED

         1. Theme Park Rights and Related Advertising Rights

         Subject to the approvals as previously set forth, Dr. Seuss Enterprises
grants to MCA the worldwide exclusive license to use Dr. Seuss Elements in
Attractions at Theme Parks (all as defined in Section 1 of the Terms and
Conditions). Use of Dr. Seuss Properties is subject to the reservations or
exceptions set forth on Exhibit A.

              a. The parties acknowledge that the book Oh, the Places You'll Go!
and the story "What Was I Scared Of?" from the book Sneetches and Other Stories
are subject to an existing agreement with TriStar Pictures, Inc. and may not be
used under this Formal Agreement for a period of seven (7) years from July 13,
1994.

              b. The parties acknowledge that "Daisy-Head Mayzie", an as-yet
unpublished book, is subject to a holdback of seven years from the date of first
broadcast or ten years from July 23, 1993, whichever is earlier, under an
existing contract, and may not be used until that contract permits. Dr. Seuss
Enterprises shall provide written notice to MCA as soon as such rights are clear
and MCA can use this property immediately thereafter.

                                       3


              c. None of the works referred to in the foregoing subparagraphs a.
and b. will be licensed to any other party for any of the exclusive rights
granted hereunder or in a manner inconsistent with the rights granted in this
Formal Agreement while this Formal Agreement remains in effect.

         MCA's rights hereunder include the exclusive right to use Dr. Seuss
Elements in any Attraction in a Theme Park (all as defined in Section 1 of the
Terms and Conditions). The right to use the title "The World of Dr. Seuss" in
connection with a Theme Park created pursuant to this Formal Agreement is a
non-exclusive license only other than for Theme Parks, for which it is an
exclusive license, and the same or similar title may be used by other licensees
of Dr. Seuss Enterprises in noncompeting contexts.

         Dr. Seuss Enterprises also grants to MCA the right to use Dr. Seuss
Elements in connection with the advertising, publicizing and marketing of "The
Second Gate" or other Theme Park based on Dr. Seuss Elements consistent with the
normal manner in which MCA markets its parks or attractions subject to any
limitations provided in this Formal Agreement ("Marketing Rights").

         The Marketing Rights will include the right to have joint promotions
for "The Second Gate" involving The World of Dr. Seuss or the Attractions
thereof or corporate sponsorship of the same, it being understood that in such
joint promotions or corporate sponsorships, it will be clear that it is The
World of Dr. Seuss (or the Attractions thereof) at "The Second Gate" and not the
Dr. Seuss Elements independent of "The Second Gate" which are being included in
such materials, and that the Dr. Seuss Elements are not affiliated with or
endorsing any product or service other than "The Second Gate", but rather are
merely portrayed as elements offered at "The Second Gate". Dr. Seuss Enterprises
shall have a reasonable right of approval with respect to any such joint
promotions or corporate sponsorships, which right of approval shall be exercised
in accordance with the criteria and procedures described in Article II of this
Formal Agreement, and in this subparagraph. Neither Properties nor Dr. Seuss
Elements will be used to endorse products. Further, no such promotions or
corporate sponsorships will be with products reasonably considered inappropriate
for Dr. Seuss Elements or inconsistent with the Dr. Seuss public image, or
inconsistent with established Dr. Seuss Enterprises marketing relationships.
From time to time, Dr. Seuss Enterprises will furnish MCA with the various
marketing relationships it has, and MCA will not enter into any joint promotions
or corporate sponsorships with any other companies in any of the categories
specified by Dr. Seuss Enterprises.

                                       4


         2. Merchandise Rights

         Dr. Seuss Enterprises grants to MCA a non-exclusive license to use the
Properties and Dr. Seuss Elements to make and have made merchandise (other than
publishing, home or interactive videos, and phonograph recordings) for sale
solely within (i) "The Second Gate", (ii) other Theme Parks owned or operated by
MCA pursuant to Article IV, and (iii) in stores owned by MCA or by the operator
of a Theme Park operated pursuant to Article IV where a wide collection of its
theme park merchandise is sold, provided such stores are located within 25 miles
of an MCA owned or operated Theme Park (stores owned and operated by MCA within
an airport may be beyond the 25-mile limit if in the ADI market of the city
where the Theme Park is located, provided there shall not be airport stores at
more than two airports for any one Theme Park). As a direct merchandise
licensee, MCA's rights will be non-exclusive in the sense that Dr. Seuss
Enterprises may license third parties (but not for products identified with a
Theme Park created pursuant to this Formal Agreement) to develop and sell items
in the same categories (e.g., clothing, mugs, caps, etc.).

         Merchandise offered for sale by MCA will be manufactured to MCA's order
(subject to the aforesaid approval rights) or purchased from licensees of Dr.
Seuss Enterprises. The appropriate royalty specified below will accrue upon
receipt by MCA of the licensed merchandise, and will not be subject to reduction
for returns, defective merchandise (where MCA or its designee is the
manufacturer), or unsold goods.

         If MCA purchases merchandise from parties which are licensed by Dr.
Seuss Enterprises, the MCA royalty payable hereunder will be the excess, if any,
between the royalty specified in this Formal Agreement and the royalty payable
to Dr. Seuss Enterprises by such licensee. MCA will receive credit (for purposes
of off-setting advances) only for any royalty payable by MCA under this Formal
Agreement.

Assuming comparability of price, quality, and ability to deliver the quantity
desired on the schedule specified, MCA will give preference in purchase of Dr.
Seuss themed merchandise to Esprit de Corp. or any other then current licensee
of Dr. Seuss Enterprises (if Esprit de Corp. is currently a licensee of Dr.
Seuss Enterprises).

         3. Retained Rights

         All rights in and to the Properties and associated rights are retained
by Dr. Seuss Enterprises, except for the specifically identified granted rights,
and Dr. Seuss Enterprises reserves the right to use, and to license others to
use, the reserved rights so long as not in conflict with the rights granted
under this Formal Agreement. MCA recognizes that Dr. Seuss Enterprises or its
predecessors in interest have previously

                                       5


granted all of the rights and licenses to third parties, which are described in
Exhibit B.

    B.   FINANCIAL TERMS

         1. Advance Payments

              MCA will make an advance payment of $*** payable as follows:

              a.   $*** (receipt of which is acknowledged).

              b.   October 1, 1994 - $***

              c.   October 1, 1995 - $***

              d.   October 1, 1996 - $***

         If MCA shall fail to make any of the above payments on a timely basis
and provided Dr. Seuss Enterprises is not in material default of this Formal
Agreement, MCA's license under this Formal Agreement shall terminate and neither
party shall have any further obligations under this Formal Agreement and this
Formal Agreement shall terminate. Any payments made as aforesaid shall be
non-refundable.

         2. Merchandise Royalties and Merchandise Guarantees

         Each year, beginning on the date described in Subparagraph (c) below,
MCA will pay to Dr. Seuss Enterprises an amount equal to the greater of the
Merchandise Royalty or Merchandise Guarantee, as such terms are hereinafter
defined.

         As provided in subparagraph (d) hereinbelow, of the $*** advance
payment described in paragraph 1, $*** shall be a pre-payment (until such $***
is totally absorbed) of the annual Merchandise Guarantees and Merchandise
Royalty hereinafter described. Until such $*** has been totally absorbed, the
Merchandise Royalty and Merchandise Guaranty payable hereunder shall be $***
annually.

              a. "Merchandise Royalty" shall mean the applicable percentage
royalty set forth below of the wholesale cost (or if manufactured by MCA or its
affiliates its cost of manufacturing) of all Dr. Seuss Merchandise offered for
sale by MCA pursuant to this Formal Agreement [excluding all consumable items
(even if the packaging of such items is themed around the Properties)], without
reduction for returns, defective merchandise (where MCA or its designee is the
manufacturer), unsold goods or any other item (the "Wholesale Cost"):

                   i. The Merchandise Royalty shall be *** percent of Wholesale
Cost to MCA of all Merchandise ***.

                                       6


                   ii. The Merchandise Royalty shall be *** percent of Wholesale
Cost to MCA of all Merchandise ***.

         The Merchandise Royalty shall accrue upon receipt by MCA of the
applicable Merchandise or other item, as provided in this section.

              b. "Merchandise Guarantee" shall mean the minimum annual amount
payable (regardless of the actual Merchandise Royalty or Wholesale Costs in any
year) set forth below:

                   i. The Merchandise Guarantee shall be $*** ***.

                   ii. The Merchandise Guarantee shall be $*** ***.

                   iii. The Merchandise Guarantee shall be $*** ***.

                   iv. It is the intent of this Agreement that MCA shall be able
to offer a line of approved Dr. Seuss merchandise for sale at the Theme Park.
Dr. Seuss Enterprises will not exercise its approval rights so as to frustrate
the intent of this Agreement.

              c. Payment of the Merchandise Royalty or Merchandise Guarantee, as
applicable, shall begin either when The World of Dr. Seuss or first Theme Park
is open to the public or on December 31, 2001, whichever shall occur first, and
succeeding annual payments shall be made on each anniversary date thereof (the
"Anniversary Date"). The payment due upon the opening of "The Second Gate" or
first Theme Park shall be the minimum Merchandise Guarantee described above.
Thereafter, each annual Merchandise Guarantee or Merchandise Royalty shall be
*** at "The Second Gate". Any appropriate *** shall be made within 30 days

                                       7


following the end of the quarter in which the Anniversary Date occurs. Any ***
shall be treated as a credit toward the following year's payments. Failure to
make any Merchandise Royalty or Merchandise Guarantee payment when due
accompanied by a written notice of license termination by MCA or, subject to the
cure provision contained in Section 12 of the Terms and Conditions, failure to
make any Merchandise Royalty or Merchandise Guarantee payment when due without
written notice of license termination by MCA shall cause MCA's license under
this Formal Agreement to terminate (and MCA will discontinue operation of The
World of Dr. Seuss or any other Attractions containing Dr. Seuss Elements) and
neither party shall have any further obligations under this Formal Agreement and
this Formal Agreement shall terminate, provided, however, that MCA shall have
the right to sell off merchandise and accept returns as to merchandise
inventoried or stocked or tied into the Theme Park for a period of six-months.

              d. Notwithstanding the foregoing, no actual payment of any earned
Merchandise Royalty or Merchandise Guarantee in excess of $*** in any given year
shall be made, until such time as the aggregate amount of all such Merchandise
Royalty and Merchandise Guarantees due and payable in excess of all such $***
yearly payments shall equal $***. In other words, until the $*** advance is
"earned out," each year MCA must pay to Dr. Seuss Enterprises $*** (which amount
shall in any event be non-refundable), and the difference between the $***
payment and the actual amount earned by Dr. Seuss Enterprises (which will be the
greater of the Merchandise Royalty or applicable Merchandise Guarantee) will be
applied to earn out the $*** amount. After the $*** amount is fully absorbed, in
any year in which the amount of Merchandise Guarantee is exceeded, the
appropriate royalties shall be paid on a quarterly basis, within 30 days after
the end of each quarter commencing with the first full quarter after the
Anniversary Date on which the $*** amount is fully absorbed.

         3. If MCA agrees to pay (whether under an existing deal or a future
deal while this Formal Agreement is in effect) to any unrelated third party who
is licensing Theme Park rights (for other than a temporary, short term use), for
the right to use its proprietary properties in an MCA theme park, a form of
compensation based on a percentage of the retail sale by MCA of licensed
merchandise, or a higher royalty based on the wholesale cost to MCA of the
merchandise, or a percentage or fee based on gross revenues or gross receipts of
the theme park, or any substantial portion thereof (including admission charges
and/or food sales, but excluding (a) agreements where there is a bona fide and
substantial continuing element of personal services, (b) restaurants, and (c)
bona fide franchise arrangements, such as McDonald's or Popeye's Chicken), MCA
shall promptly inform Dr. Seuss Enterprises of such arrangement. Dr. Seuss
Enterprises can elect, within 60 days after receipt of such notice, to take the
material financial terms of such other arrangement and make

                                       8


such form of compensation applicable to this Formal Agreement in which case MCA
will receive credit for the sums theretofore paid to Dr. Seuss Enterprises. This
paragraph shall not apply to (1) an agreement with a company taking a
significant equity interest in the theme park involved, or (2) an agreement
where the elements granted (i.e., the group of characters) consist (a) of a
major library or the collected works of well known authors or artists (allowing
for isolated characters that may not be available, or for that portion of a
collection of characters that are not consistent with the theme of the theme
park in question) or (b) of a large number of properties assembled by a major
company owning properties appropriate for the theme park in question.

         4. MCA may purchase, in the sole discretion of MCA and as appropriate
for its needs, Dr. Seuss merchandise produced by Dr. Seuss Enterprises or a
licensee of Dr. Seuss Enterprises. Dr. Seuss Enterprises will use its best
efforts to encourage its current and future licensees to offer Dr. Seuss
merchandise for sale to MCA on terms no less favorable than those offered to any
other purchaser of Dr. Seuss merchandise, although MCA acknowledges that Dr.
Seuss Enterprises cannot be obligated to provide such terms.

IV. OTHER THEME PARKS

    A.   GRANT OF RIGHTS

         MCA shall have the exclusive world wide right to develop Attractions
based on Dr. Seuss Elements in other Theme Parks it owns or operates (either
alone or in conjunction with other parties), except that MCA will not develop or
operate more than three Theme Parks based on the Dr. Seuss Elements in the
United States.

         Additional Theme Parks shall be subject to all the terms and conditions
of this Formal Agreement provided that each Theme Park's development and related
merchandising shall be treated separately with respect to approval rights,
insurance, accounting, reports and royalties and other financial matters, and
there shall be no cross-collateralization. The parties shall enter into a
separate agreement substantially identical (except for the description of the
Theme Park) with this Formal Agreement for each additional Theme Park. All items
which have previously been approved shall be deemed approved for any new Theme
Parks.

    B.   FINANCIAL TERMS

         All annual payments and guarantees described in Paragraph III.B.2 of
this Formal Agreement shall be required for each such additional Theme Park
utilizing Dr. Seuss Elements, and in addition an advance payment of $*** shall
be paid at the rate of $*** upon the first public announcement that such Theme
Park will contain Dr. Seuss Elements (or the commencement of construction of Dr.
Seuss

                                       9


Attractions, whichever shall occur first). Thereafter, there will be additional
payments of $*** each upon the following two anniversary dates of such initial
payment. In no event will the entire $*** be paid later than the opening of the
Attractions based on Dr. Seuss Elements to the public. *** dollars of the
aforesaid $*** advance would be entirely "absorbed," and the other financial
terms described in Paragraph III.B.2 shall apply, in the same manner described
previously. Once the above payments are commenced with regard to an additional
Theme Park, if the subsequent payments (i.e., either of the $*** payments) are
not made, MCA's rights to that location lapse (but not its exclusivity) without
further obligation by either party pursuant to such location's agreement, and
payments must be commenced "de novo" - i.e., the initial $*** payment must be
made again if MCA thereafter wishes to utilize Dr. Seuss Elements at that
location.

V.  OVERALL MERCHANDISING RELATIONSHIP

         MCA would like to explore with Dr. Seuss Enterprises the possibility of
forming a joint venture to develop and exploit merchandising opportunities in
the Properties. Such joint venture, being the sole entity authorized to
merchandise Dr. Seuss (other than the Theme Park Merchandising Rights described
above) would be empowered, at its own expense, to police and prosecute all
non-licensed (i.e., "bootleg") Dr. Seuss merchandise.

         While Dr. Seuss Enterprises presently supervises and grants its own
merchandise licenses, if it decides to grant broad multiple category merchandise
licensing rights to an unrelated third party, MCA will have a first right to
negotiate to exploit such merchandising rights. Additionally, from time to time,
MCA may make presentations to Dr. Seuss Enterprises with a goal of entering into
a licensing relationship for specific categories of merchandise. The foregoing
shall in no way be construed to limit Dr. Seuss Enterprises' rights to continue
to grant licenses to such third parties and for such categories of merchandise
as it shall select in its discretion subject to the licenses granted to MCA
hereunder.

VI. MISCELLANEOUS LEGAL

    A. This Formal Agreement is subject to the Terms and Conditions which are
attached to this Formal Agreement as Exhibit B and incorporated by this
reference.

    B. Dr. Seuss Enterprises will execute the undated Short Form Copyright
License attached to this Formal Agreement as Exhibit C. Immediately upon
execution of this Formal Agreement, MCA will record Exhibit C with the United
States Copyright Office


or such other offices or places in the world as may be reasonably necessary to
protect MCA's rights.

                                       10


Mca Inc.                               DR. SEUSS ENTERPRISES, L.P.,

                                       By: Geisel-Seuss Enterprises, Inc.
By: /s/ Ron Bension                        General Partner
    ---------------------------------
    Ron Bension, Chairman
    MCA Recreation Services            By: /s/ Audrey S. Geisel
                                           ---------------------------------
                                           Audrey S. Geisel, President

                                       By: /s/ Karl ZoBell
                                           ---------------------------------
                                           Karl ZoBell, Vice President



                                       11


                                FORMAL AGREEMENT
                                     BETWEEN
                           DR. SEUSS ENTERPRISES, L.P.
                                       AND
                                    MCA INC.

                              TERMS AND CONDITIONS

         These Terms and Conditions are a part of the Formal Agreement between
MCA INC. ("MCA") and Dr. Seuss Enterprises, L.P. ("Dr. Seuss Enterprises") dated
as of April 21, 1994 ("Formal Agreement") and by this reference made a part of
the Formal Agreement. As used in these Terms and Conditions and in all Exhibits
which are attached to these Terms and Conditions, capitalized terms have the
same meaning as the terms defined in the Formal Agreement or which are otherwise
defined in the Terms and Conditions or Exhibits, as the case may be.

1.  DEFINITIONS

    a. Dr. Seuss Elements. As used in this Formal Agreement, "Dr. Seuss
Elements" means, without limitation (but solely and exclusively in connection
with the rights granted pursuant to Paragraph III(A) of the Formal Agreement),
any of the characters and/or "locations" contained in the Properties (as defined
in the Formal Agreement), the name "Dr. Seuss," art work, plots, dialogue,
common phrases, trademarks and/or logos, likenesses, visual representations,
digitized likenesses, symbols, designs, personalities, mannerisms, themes,
plans, elements contained in the Properties and, to the extent owned by Dr.
Seuss Enterprises and not subject to conflicting grants or agreements, music,
drawings, cartoon and film footage and sequences, stills, live action footage,
voices, storyboards and animations contained in material associated with the
Properties.

    b. Attraction. As used in this Formal Agreement, "Attraction" means, without
limitation (but solely and exclusively in connection with the rights granted
pursuant to Paragraph III(A) of the Formal Agreement), live performances, shows,
exhibits, attractions, animated and non-animated films (using both then existing
films owned or licensed by Dr. Seuss Enterprises and films that may be produced
for MCA's purposes; provided, however, that use of existing films owned or
licensed by Dr. Seuss Enterprises is subject to Dr. Seuss Enterprises' prior
written approval and subject to availability of rights under existing agreements
relating to such films), visual displays, demonstrations, set designs, musical
shows, live or taped shows or films, all configurations of digital storage and
delivery systems and/or technology now known or hereafter devised, including
without limitation, all computer-assisted media rights (including without
limitation, CD-ROM, CD-I, 3D0 and all similar hard or floppy disc systems,
interactive cable limited to exhibition and use within Theme Parks owned or
operated by MCA pursuant to this Formal Agreement and the marketing thereof (as
provided in Paragraph III(A) of the Formal



Agreement) and all other interactive media, systems, devices or methods now
known or hereafter devised), virtual reality devices or simulators, backgrounds,
costumes, amusement park rides, ride/films, funhouses, strollers, restaurants,
food vending facilities, food or merchandise carts, game/arcade areas,
decorations, activities, shops, and as otherwise provided in this Formal
Agreement and, subject to Paragraph II of the Formal Agreement, in any other
manner in which characters or elements are used (or are going to be used) by any
means of demonstration, exhibition or technology whether now known or hereafter
invented (provided such means shall be consistent with the grant of rights
contained in Paragraph III(A) of the Formal Agreement) by MCA in Theme Parks.

    c. Theme Park. As used in this Formal Agreement, "Theme Park" means any
theme park, studio tour, or similar tourist attraction (whether now known or
hereafter invented) (such as, by way of example only, Universal Studios Florida,
Universal Studios Hollywood and "The Second Gate") or any separately identified
area or component thereof, or other group location-based entertainment areas
("GLBEA") which shall contain without limitation a combination of Attractions
(such as, by way of example, visual displays, attractions, amusement park rides,
funhouses, game/arcade areas (other than coin-operated arcade games and CD-ROMs
for home use), ride films and virtual reality devices or simulators), provided
that MCA shall not open any GLBEA containing the Dr. Seuss Elements separate and
apart from "large scale" centers such as Universal Studios Florida, Universal
Studios Hollywood and "The Second Gate".

    d. MCA. As used in this Formal Agreement, "MCA" means any corporation
related to or affiliated with MCA INC., or any corporation, partnership or other
venture in which MCA, or any corporation or partnership related to or affiliated
with MCA, has an ownership or management interest. The parent company, MCA INC.,
which is signatory to this Formal Agreement shall remain primarily responsible
for all payments and other obligations called for in this Formal Agreement, and
MCA INC. may not, without prior written approval of Dr. Seuss Enterprises,
assign or sublicense any rights hereunder to any entity that does not qualify as
one of the entities described above, except as provided in paragraph 10 of these
Terms and Conditions.

2.  WARRANTY OF TITLE

         Dr. Seuss Enterprises represents and warrants that Dr. Seuss
Enterprises has the right to enter into and to perform all of Dr. Seuss
Enterprises' obligations under this Formal Agreement, and the execution,
performance and delivery by Dr. Seuss Enterprises of this Formal Agreement has
been duly authorized by all necessary corporate action on Dr. Seuss Enterprises'
part; this Formal Agreement constitutes Dr. Seuss Enterprises' legal, valid and
binding obligation enforceable in accordance with its terms; Dr. Seuss
Enterprises is the sole and

                                       2


exclusive owner in the United States, Japan, France and the United Kingdom
during the term of this Formal Agreement of all the rights granted pursuant to
this Formal Agreement (subject to the expiration of the applicable terms of
copyrights (which term includes the renewal period in the Properties subject to
renewal) in the Properties and expiration of trademark rights, if such trademark
rights are susceptible to expiration), including, without limitation, the Dr.
Seuss Elements; Dr. Seuss Enterprises has made no grant of rights inconsistent
with the rights granted to MCA in this Formal Agreement; there are no
attachments, liens, encumbrances, or other legal disabilities which exist that
would impair MCA's ability to exercise MCA's rights under this Formal Agreement;
there are no claims or, to the best of Dr. Seuss Enterprises' knowledge using
due diligence, threatened claims, against Dr. Seuss Enterprises, MCA or any
third party relating to the use by MCA, Dr. Seuss Enterprises or any other party
of the Dr. Seuss Elements or any of the rights granted to MCA under this Formal
Agreement; the underlying materials from which the Dr. Seuss Elements are
derived, including without limitation the Properties, consist of copyrighted and
in some cases trademarked materials, and all such copyrights and trademarks are
owned solely by or licensed to Dr. Seuss Enterprises on an exclusive basis; with
respect to the United States, Japan, France and the United Kingdom, all
copyrights, trademarks and other proprietary rights subject to registration in
respect of the Dr. Seuss Elements are valid and subsisting without any
attachment, lien or encumbrance and there are no other proprietary rights,
whether granted by Dr. Seuss Enterprises or otherwise, that would be infringed
by the exercise by MCA the rights granted under this Formal Agreement; Dr. Seuss
Enterprises is the owner in the United States of America, France, Japan and the
United Kingdom, without any attachment, lien or encumbrance, of all copyrights
and trademarks regarding the Dr. Seuss Elements, and all such copyrights and
trademarks are valid and subsisting; Dr. Seuss Enterprises will cause the
appropriate party to timely renew any copyright subject to renewal in connection
with any and all of the Properties; Dr. Seuss Enterprises has not made any
grants inconsistent with the grant of rights to MCA under this Formal Agreement;
the Properties do not contain any libelous or obscene matter, do not violate the
right of privacy or any other right of any party or person, and are not in the
public domain (except as reflected on Exhibit A hereof).

         MCA represents and warrants that MCA has the right to enter into and to
perform all of MCA's obligations under this Formal Agreement; this Formal
Agreement constitutes MCA's legal, valid and binding obligation enforceable in
accordance with its terms; and all Theme Parks, stores, outlets, goods and
services sold or operated by MCA in connection with its performance hereunder
shall be of high quality consistent with other MCA theme parks, stores, outlets,
goods and services sold or operated by MCA and suitable for their intended
purpose.

                                       3


3.  COPYRIGHT/TRADEMARK

         MCA will take appropriate action as reasonably directed by Dr. Seuss
Enterprises to protect all copyrights and trademarks (including the use of
appropriate notices, as directed by Dr. Seuss Enterprises) in connection with
the uses granted hereunder, including in-park uses, merchandise, advertising and
packaging.

         Dr. Seuss Enterprises shall own all right, title and interest,
including all copyrights and copyright renewals and extensions, and causes of
action of any kind, with respect to any portion or component of any theme park
element, retail element, goods or other item created by or for MCA if and to the
extent that it uses a portion of or incorporates the Properties or Dr. Seuss
Elements, including all characters, text, and images contained therein, whether
such portion or component is a "derivative work" or "new work" under the United
States or other applicable copyright laws (the "Work Product"), and such Work
Product will be licensed to MCA pursuant to the terms of this Formal Agreement.
MCA hereby sells, assigns, and transfers to Dr. Seuss Enterprises its entire
worldwide right, title and interest in and to all Work Product and shall obtain
and provide to Dr. Seuss Enterprises appropriate written work for hire
agreements or assignments, as appropriate, executed by any person or party who
has made any contribution to the creation of the Work Product, such that
ownership in such Work Product is in the name of Dr. Seuss Enterprises, free of
any claims, interests or rights of any other parties. MCA agrees not to permit
any persons to retain or reserve by oral or written agreement any rights as
"authors" of such Work Product.

         Subject to the terms and conditions of this Formal Agreement, during
the term of this Formal Agreement and following the termination thereof, Dr.
Seuss Enterprises agrees that it shall not use, copy or exploit such Work
Product, provided that the foregoing will not be construed to prevent Dr. Seuss
Enterprises from using or licensing any of the Properties or Dr. Seuss Elements,
or any portion of the Properties or Dr. Seuss Elements, including all
characters, text and images, for the creation of new (defined to exclude
nonmaterial changes to the Work Product) or independently created works,
derivative works, compilations, etc. of any kind, even if such independently
created works are substantially similar to the Work Product. Notwithstanding the
foregoing, such uses and/or licenses shall not violate MCA's exclusive license
for Theme Park use granted pursuant to Paragraph III(A)(1) of the Formal
Agreement. It is understood that any physical and tangible manifestations of
Work Product, separate and apart from the copyright and other intellectual
property rights therein, shall be owned by MCA, provided that MCA shall have no
right to exploit same following the termination of the Formal Agreement, subject
to MCA's right to sell off Merchandise and accept returns as to Merchandise
inventoried or stocked or tied into the Theme Park for a period of six-months.

                                       4


         MCA shall have and retain all exclusive rights in those portions or
components of any theme park element, retail element, goods or items comprising
or incorporated into the Work Product upon deletion therefrom of all references
to Dr. Seuss Elements and the Properties, including any characters, text and
images contained in Dr. Seuss Elements and the Properties, trademarks, service
marks and the Work Product. MCA shall have all right, title and interest in and
to such materials and all proprietary rights therein, including, without
limitation, all copyrights and other intellectual property rights, all contract
and licensing rights, and all claims and causes of action of any kind with
respect to any of the foregoing, whether now known or hereafter to become known.
MCA can exploit or otherwise dispose of its retained rights in MCA's sole
discretion.

         MCA shall make reasonable efforts to register the copyright in each
such theme park element, retail element, goods or other item showing copyright
ownership as a compilation in its name, showing copyright ownership consistent
with the foregoing paragraphs, in compliance with the Copyright Laws of the
United States (as amended by the Berne Convention Implementation Act of 1988)
and the Universal Copyright Convention, and shall provide such evidence of such
registration as is reasonably satisfactory to Dr. Seuss Enterprises.
Notwithstanding the foregoing, Dr. Seuss Enterprises may elect, upon written
notice to MCA, to obtain such copyright registrations and other protection as to
the Work Product as it shall deem appropriate.

         Dr. Seuss Enterprises recognizes that copyrights in the Properties are
subject to renewal, and that such renewal rights may vest in persons not parties
to this Formal Agreement. Dr. Seuss Enterprises represents and warrants that
possible statutory heirs of the renewal rights in connection with the Properties
have signed the Heir's Agreement dated as of April 21, 1994 (attached hereto as
Exhibit "D" and incorporated herein by this reference); and Dr. Seuss
Enterprises will immediately notify MCA in writing of any new statutory heirs
and use best efforts to cause such heir(s) (and/or his or her legal guardian) to
sign the Heir's Agreement.

         All trade names, trademarks, service marks, commercial symbols and/or
logos used by MCA hereunder which use or incorporate any element of the
Properties or Dr. Seuss Elements ("Marks"), including in connection with theme
parks, retail stores, merchandise and services, shall be the sole and exclusive
property of Dr. Seuss Enterprises and such Marks are licensed to MCA pursuant to
the terms of this Formal Agreement. Subject to the terms and conditions of this
Formal Agreement, during the term of this Formal Agreement and following the
termination thereof, Dr. Seuss Enterprises will not use any new Marks which were
developed by MCA hereunder, provided that the foregoing will not be construed to
prevent Dr. Seuss Enterprises from using or licensing the Properties, including
all Dr. Seuss Elements, characters, text and any images in connection with any
new

                                       5


(defined to exclude nonmaterial changes to the Marks) or independently created
trade names, trademarks, service marks, commercial symbols and/or logos to be
used in connection with any goods or services. Notwithstanding the foregoing,
such uses and/or licenses shall not violate MCA's exclusive license for Theme
Park use granted pursuant to Paragraph III(A)(1) of the Formal Agreement. It is
understood that any physical and tangible manifestations of the Marks, separate
and apart from the intellectual property rights therein, shall be owned by MCA,
provided that MCA shall have no right to exploit the same following the
termination of the Formal Agreement, subject to MCA's right to sell off
merchandise and accept returns as to merchandise inventoried or stocked or tied
into the Theme Park for a period of six-months.

         MCA shall have and retain the exclusive rights in those portions or
components of the Marks upon deletion therefrom of all references to the
Properties, including any characters, text and images contained in the
Properties, the Dr. Seuss Elements and Work Product. MCA shall have all right,
title and interest in and to such materials and all proprietary rights therein,
including, without limitation, all trademark, service mark and other
intellectual property rights, all contract and licensing rights, and all claims
and causes of action of any kind with respect to any of the foregoing, whether
now known or hereafter to become known. MCA shall have the right to exploit or
otherwise dispose of its retained rights in MCA's sole discretion.

         Each party agrees to take such actions, and to execute, acknowledge and
deliver to the other party such assignments, documents, instruments and
agreements as the other party shall reasonably request to effect or evidence
each party's ownership rights described herein.

         Dr. Seuss Enterprises shall make reasonable efforts to file in the
United States, Japan, France and the United Kingdom such trademark or design
applications relating to the use or proposed use by MCA of the Marks in such
classes as Dr. Seuss Enterprises shall deem appropriate. MCA shall keep Dr.
Seuss Enterprises informed as to its proposed uses of any Marks, including the
jurisdictions and the goods and/or services in connection with which, it
proposes to use the Marks and when it proposes to begin using any Mark in any
jurisdiction or any goods or services. Dr. Seuss Enterprises shall consider such
information in planning and implementing its worldwide trademark registration
and enforcement strategy.

         Commencing upon entry of this Formal Agreement, MCA will cooperate with
Dr. Seuss Enterprises to develop a trademark registration program, identifying a
reasonable number of Marks which should be registered in a reasonable number of
countries, for a reasonable number of international classes (with particular
reference to the United States, Japan, France and the United

                                       6


Kingdom) to enable the parties to protect their rights which are the subject of
this Formal Agreement.

         MCA shall keep appropriate records (including copies of pertinent
invoices and correspondence) and evidence of use relating to the dates when each
of the Marks is first used hereunder in each country, and the dates of first use
with respect to each Mark in connection with each separate good or service. If
so requested to do so by Dr. Seuss Enterprises, MCA agrees to supply Dr. Seuss
Enterprises with samples of such usages of the Marks and other information which
will enable Dr. Seuss Enterprises to complete and obtain trademark, service mark
or design applications or registrations, or for enforcement purposes. MCA also
agrees to reasonably cooperate with Dr. Seuss Enterprises in connection with
providing information for, and executing and delivering such documents as are
required in connection with complying with any registered user requirements of
any country.

         Each party will promptly notify the other of any infringements or
violations of the rights licensed to MCA hereunder which come to their
attention. The parties agree to consult with each other as to how to respond to
each such infringement or violation. In the event the parties jointly conclude
that legal or other action should be taken with respect to such infringement or
violation, the parties shall promptly and diligently prosecute such action and
shall share equally in all costs and expenses and all recoveries and awards,
with respect thereto. If either party (i) does not in good faith consult with
the other with respect to responding to any infringement or violation in a
prompt and timely manner, or (ii) advises the other party that it does not
intend to participate in any action, then the other party shall be free to
respond to such infringement or violation or proceed with such action in any
manner which it deems appropriate, at its own expense, and shall receive all
recoveries and awards therefrom. Notwithstanding the foregoing, MCA shall have
no right to settle or otherwise dispose of any infringement or violation in any
manner which affects, relates to or involves Dr. Seuss Enterprises' Properties,
rights, copyrights or Marks licensed under this Formal Agreement, without Dr.
Seuss Enterprises' prior written consent, and Dr. Seuss Enterprises shall have
no right to settle or otherwise dispose of any infringement or violation in any
manner which affects, relates to or involves the properties, rights, copyrights
or trademarks of MCA, without MCA's prior written consent.

4.  INDEMNITIES

         MCA agrees to defend, indemnify and hold harmless Dr. Seuss Enterprises
against any claims (except to the extent they are related to breaches in Dr.
Seuss Enterprises' warranties) (i) arising out of MCA's exploitation of the
rights granted hereunder, and operation of the theme parks, stores and other
outlets, including without limitation, tort liability to

                                       7


Dr. Seuss Enterprises, (ii) arising from MCA's breach of its representations,
warranties or covenants contained herein, and any infringement proceedings that
may be brought resulting from the use of non-Dr. Seuss elements by MCA, and
(iii) resulting from the use of the Dr. Seuss Properties. Dr. Seuss Enterprises
agrees to defend, indemnify and hold harmless MCA against any claims arising
from Dr. Seuss Enterprises' breach of its representations, warranties or
covenants contained herein, including any copyright or trademark infringement
proceedings that may be brought resulting from the use of the Dr. Seuss Elements
by MCA, subject to the limitations in Paragraph 2 of these Terms and Conditions.
Any indemnification obligation hereunder shall apply to the party specified, its
respective officers, directors, shareholders, employees, partners, agents,
attorneys, successors, assigns, parents, subsidiaries and affiliated companies,
and shall cover any claims, costs, lawsuits, liabilities or losses (including
reasonable attorneys' fees and all related costs). MCA agrees that it or an
appropriate theme park operating entity will provide Dr. Seuss Enterprises with
a certificate of insurance evidencing General Liability coverage of a minimum of
$10 million per occurrence, and naming Dr. Seuss Enterprises as an additional
insured.

5.  TERM

         Once a theme park containing Dr. Seuss Elements is open, the term of
this Formal Agreement will be for so long as MCA is operating such theme park in
a manner consistent with the descriptions in Sections 1 and 2 of the Formal
Agreement, it being understood that the copyrights in the Properties may expire
during such period. The copyright provisions, warranties, representations and
indemnities contained in Sections 2, 3 and 4, above, shall survive the
termination of the Formal Agreement.

6.  CREATIVE MATERIALS

         Dr. Seuss Enterprises will cooperate in making available to MCA to the
extent same is available, information, artwork, archive material, key personnel
and other materials reasonably requested by MCA in order that MCA can creatively
develop The World of Dr. Seuss and the Dr. Seuss Attractions and exploit its
rights hereunder. MCA will reimburse Dr. Seuss Enterprises for its reasonable
costs in this regard.

7.  CONFIDENTIALITY

         Both parties agree that any public announcement concerning the
relationship between MCA and Dr. Seuss Enterprises will be at a time, place and
manner as is mutually determined by the parties and that neither party will
disclose the material provisions of this Formal Agreement, unless required by
court order. Dr. Seuss Enterprises will keep confidential any information that
is disclosed to Dr. Seuss Enterprises regarding the design and content, budget,
techniques, and time tables for

                                       8


The World of Dr. Seuss and/or "The Second Gate" unless and until and only to the
extent that this information is made public by MCA, or required to be disclosed
by law. Any information provided by Dr. Seuss Enterprises to MCA which is
identified as confidential will be kept confidential by MCA to same extent.

         Both parties agree that under any circumstances they will keep
confidential the existence of this Formal Agreement and any of its elements.

8.  NOTICES/PAYMENTS

         Any notices, approvals, payments or other communications required or
permitted to be given or delivered hereunder shall, unless otherwise permitted,
be in writing and shall be delivered personally, transmitted by telex,
telecopier or telegraph (if other than a payment), or, except during periods of
postal disruption, sent by registered mail, return receipt requested, postage
prepaid, to the parties at their respective addresses appearing herein, or at
such other addresses as either party may from time to time designate to the
other in writing. Any notice, approval or communication so given shall be deemed
to have been received on the date on which it is delivered, on the day
transmitted if by telex, telecopier or telegraph, or, if mailed, on the second
business day next following the mailing thereof, except that any payment shall
be deemed made when received. Any such notice shall be sent to the parties at
the following addresses:

To:                                   DR. SEUSS ENTERPRISES, L.P.
                                      7301 Encelia Drive
                                      La Jolla, California 92037

Copy To:                              GRAY CARY WARE & FREIDENRICH
                                      1200 Prospect Street, Suite 575
                                      La Jolla, California 92037
                                      Attention:  Karl ZoBell

Copy To:                              INTERNATIONAL CREATIVE MANAGEMENT, INC.
                                      40 West 57th Street
                                      New York, New York 10019
                                      Attention:  Herb Cheyette

To:                                   MCA INC.
                                      100 Universal City Plaza
                                      Universal City, California 91608
                                      Attention:  Ronald Bension

Copy To:                              MCA INC.
                                      100 Universal City Plaza
                                      Universal City, California 91608
                                      Attention:  Anthony Sauber

                                       9


Copy to:                              ROSENFELD, MEYER & SUSMAN
                                      9601 Wilshire Boulevard, 4th Floor
                                      Beverly Hills, California 90210
                                      Attention:  William J. Skrzyniarz, Esq.


         A11 payments hereunder will be made to International Creative
Management, Inc, ("ICM") as agents for Dr. Seuss Enterprises, L.P., 40 West 57th
Street, New York, New York 10019, attention: Herbert Cheyette.

9.  FURTHER INSTRUMENTS

         Dr. Seuss Enterprises will execute, acknowledge and deliver to MCA or
cause to be executed, acknowledged and delivered to MCA, in form approved
reasonably by MCA, any and all further assignments or instruments which MCA may
deem necessary, expedient or proper to carry out and effectuate the purposes and
intent of this Formal Agreement. If Dr. Seuss Enterprises fails to execute and
deliver to MCA such further assignments or instruments within fifteen business
days after MCA's request therefor, then to the extent that Dr. Seuss Enterprises
is legally entitled to execute, acknowledge and deliver such assignments or
other instruments, Dr. Seuss Enterprises appoints MCA as Dr. Seuss Enterprises'
irrevocable attorney in fact, with the right, but not the obligation, to do any
and all acts and things necessary to execute, acknowledge and deliver any such
further assignments and other instruments, in the name of and on behalf of MCA,
which appointment is deemed to be a power coupled with an interest and
irrevocable.

10. SUCCESSOR(S) IN INTEREST

         The rights granted pursuant to the Formal Agreement and/or any other
location's agreement pursuant to Article IV of the Formal Agreement may be
assigned to any successor owner of a Theme Park containing the Dr. Seuss
Elements and shall inure to the benefit of any such successor owner of such
Theme Park; provided, however, that no such assignment shall relieve MCA, INC.
of its obligations under the Formal Agreement unless such assignment is to a
party or guarantor that Dr. Seuss Enterprises reasonably approves as being
financially responsible and able to assume the obligations in connection with
such Theme Park. Successor parties or guarantors may make subsequent assignments
to new parties or guarantors, subject to the foregoing procedure.

11. AUDIT AND REVIEW

         During the term of this Formal Agreement, MCA shall keep full and
accurate books of account and copies of all documents and other materials
related to this Formal Agreement (the "Records") at MCA's principal office in
the United States, for a period of not less than four years after each was
generated or prepared in the ordinary course of business. Further, MCA shall
provide to Dr. Seuss Enterprises, at the same time it makes

                                       10


payment of any Merchandise Royalty or Merchandise Guarantee, a full and complete
statement showing in reasonable detail the basis on which such Merchandise
Royalties were calculated, and providing such other information as Dr. Seuss
Enterprises shall reasonably request.

         Dr. Seuss Enterprises shall have reasonable audit and review rights to
verify that proper Merchandising Royalties are paid to Dr. Seuss Enterprises in
connection with this Formal Agreement. MCA will keep the Records open to
inspection by Dr. Seuss Enterprises or Dr. Seuss Enterprises' duly authorized
agents and representatives, who shall have reasonable access to the Records for
such purposes at reasonable hours of the day during which MCA's offices are
open.

         Dr. Seuss Enterprises shall have the right of inspection of the Records
not more than once each calendar year. In the event that Dr. Seuss Enterprises
causes an examination to be made of the Records, that examination shall be
conducted in a manner as not unduly to interfere with MCA's business. Dr. Seuss
Enterprises and Dr. Seuss Enterprises' duly authorized agents and
representatives conducting any examination will maintain the confidentiality of
all information obtained by them as a result of such examination and shall not
reveal to any other person, firm or corporation any information acquired as a
result of such examination, except as may be required by law in connection with
any legal action or other proceeding implemented by Dr. Seuss Enterprises to
enforce Dr. Seuss Enterprises' rights under this Formal Agreement. MCA will
maintain the Records for at least four years as set forth above, except that if
a bona fide dispute arises between the parties prior to the end of such four
year period with respect to any payment or the information contained in the
Records, then MCA will maintain the Records until a resolution of the dispute,
or four years from the date of the termination of this Formal Agreement,
whichever last occurs. Dr. Seuss Enterprises shall respect the confidentiality
of, the Records, but shall be entitled to make such disclosures reasonable in
order to enforce Dr. Seuss Enterprises' rights hereunder. MCA will reimburse Dr.
Seuss Enterprises for the reasonable cost of any final audit resulting in Dr.
Seuss Enterprises' being due additional sums exceeding five percent of any
payment at issue, otherwise, all audits shall be conducted at Dr. Seuss
Enterprises' sole expense.

12. BREACH/CURE

         Either party may terminate this Formal Agreement upon a material breach
of the other party, subject to written notice and a reasonable opportunity to
cure. Except as provided herein, any casual or inadvertent failure to make any
payment due under this Formal Agreement will not constitute a material breach of
this Formal Agreement unless Dr. Seuss Enterprises notifies MCA in writing that
MCA has failed to make such payment and MCA then fails to make such payment to
Dr. Seuss within 30 days after

                                       11


MCA's receipt of the notice (subject to events of Force Majeure as defined in
Section 15, below). Notwithstanding the foregoing, a breach and/or termination
of any one agreement for a Theme Park containing the Dr. Seuss Elements shall
not effect and/or cause a breach and/or termination of any other location's
agreement for a Theme Park containing the Dr. Seuss Elements and Dr. Seuss
Enterprises shall be limited in its right to pursue its remedies against MCA in
connection with such Theme Park wherein the breach and/or termination occurred.

13. NO JOINT VENTURE

         Nothing in this Formal Agreement shall be construed to place the
parties in the relationship of partners or joint venturers, and neither party
has any power to obligate or bind the other party in any manner whatsoever.

14. FORCE MAJEURE

         If MCA is prevented, materially hampered, or interrupted in the
preparation or production or operation of "The Second Gate" or "The World of Dr.
Seuss" or other Theme Park containing the Dr. Seuss Elements pursuant to this
Formal Agreement by reason of any governmental law, action, inaction, ordinance,
regulation, executive or judicial order, judgment or decree, earthquake, flood,
fire, epidemic, accident, explosion, casualty, act of God, lockout, strike,
labor controversy or threat thereof, riot, civil disturbance, boycott, war or
armed conflict (whether or not officially declared), act of a public enemy,
embargo, delay of a common carrier, the inability without fault on MCA's part to
obtain sufficient material, labor transportation, power or other essential
commodity or service required in the conduct of a Theme Park or merchandising
hereunder, or by reason of any other cause of a similar nature which event has
or might reasonably have the effect of interfering with MCA's ability to exploit
the rights granted under this Formal Agreement ("Force Majeure Event"), MCA may
suspend payment of any sums otherwise due to Dr. Seuss Enterprises for a period
up to six months, but MCA will resume payment at the end of the Force Majeure
Event upon written notice to Dr. Seuss Enterprises. None of MCA's rights in the
Dr. Seuss Attractions will be affected by such suspension for a Force Majeure
Event and/or suspension of payments.

15. MISCELLANEOUS

    a. No waiver by any party of any breach of this Formal Agreement by the
other party will be deemed a waiver of any preceding or succeeding breach of any
provision of this Formal Agreement. The remedies provided in this Formal
Agreement are cumulative, and the exercise of one remedy will not preclude the
exercise of any other remedy for the same default.

                                       12


    b. This Formal Agreement and the Exhibits attached to it are intended to be
the final and complete expression of the agreement between the parties and
supersedes any and all prior and contemporaneous agreements and understandings
relating to the subject matter of this Formal Agreement, including the Short
Form Agreement effective as of April 21, 1994.

    c. This Formal Agreement may not be modified nor may any of its terms be
waived except in writing signed by both parties. If any part of this Formal
Agreement is declared invalid or unenforceable by a court of competent
jurisdiction, it shall not affect the validity of the balance of this Formal
Agreement.

    d. The headings of the paragraphs are for convenience only and in no way
limit or affect the provisions of the Formal Agreement.

    e. This Formal Agreement is governed by and interpreted in accordance with
the laws of the State of California applicable to agreements entered into and to
be performed wholly in California.

    f. The parties agree to first submit any controversy or claim arising out of
or relating to this Formal Agreement, or breach thereof, to non-binding
mediation by a mediator to be selected by the parties. Any legal proceeding of
any nature brought by either party against the other party to enforce any right
or obligation under this Formal Agreement will be submitted only for trial
before any state or federal court in the State of California, County of Los
Angeles. The parties expressly consent and submit to jurisdiction of any such
court, waive all objections to such jurisdiction on the basis of venue,
jurisdiction, or personal jurisdiction, and agree to accept service of process
outside the State of California in any matter to be submitted to any court under
this Formal Agreement.

    g. If any party brings an action to enforce or interpret the terms of this
Formal Agreement or to declare rights under the Formal Agreement or to recover
for or prevent breach of the Formal Agreement, the prevailing party in any such
action will be entitled to its reasonable attorneys' fees and costs to be paid
by the losing party as fixed by the court as well as to such reasonable
attorneys' fees and costs incurred in enforcing any judgment obtained.

                                       13


                                    EXHIBIT A

                                 THE PROPERTIES


Title                                          Date of            Copyright
- -----                                          Copyright          Reg. No.
                                               Date of            Renewal
                                               Renewal            Reg. No.
                                               -------            --------
500 Hats of Bartholomew Cubbins                09/28/38           A121907
                                               11/19/65           R373275
And to Think That I Saw It on                  09/28/37           A112004
Mulberry Street                                10/06/64           R345815
Bartholomew & the Oobleck                      10/06/49           A37840
                                               11/05/76           R645569
Cat in the Hat                                 02/28/57           A281039
                                               01/31/85           RE240391
Cat in the Hat Comes Back                      09/05/58           A355615
                                               03/03/86           RE288973
Cat in the Hat Songbook                        08/22/67           A953771
Cat in the Hat (Spanish)                       04/13/67           A954923
Come Over to My House *                        09/07/66           A873098
Dr. Seuss' ABC Book                            08/29/63           A651707
                                               06/03/91           RE527899
                                               12/18/91           RE561716
Dr. Seuss' Sleep Book                          08/30/62           A599141
                                               01/22/90           RE465216
Fox in Socks                                   02/04/65           A765204
                                               06/19/93           RE625055
Green Eggs and Ham                             09/01/60           A475565
                                               01/19/88           RE376436
Happy Birthday to You                          10/01/59           A412696
                                               01/08/87           RE323355
Hop on Pop                                     02/05/63           A616710
                                               06/03/91           RE528173
                                               12/18/91           RE561717

                                       A-1






Horton Hears a Who                             09/27/50           A152927
                                               01/06/83           RE115184
How the Grinch Stole Christmas                 09/23/57           A312043
                                               02/11/85           RE238319
I Had Trouble Getting to Solla Sollew          08/27/65           A794059
                                               06/16/93           RE625058
I Wish That I Had Duck Feet *                  08/27/65           A794058
                                               06/19/93           RE625057
If I Ran the Circus                            09/11/56           A254660
                                               01/30/84           RE205426
If I Ran the Zoo                               09/27/50           A47792
                                               10/17/77           R674412
King's Stilts                                  10/04/39           A132666
                                               05/17/67           R410210
On Beyond Zebra                                09/19/55           A204493
                                               01/31/83           RE160864
One Fish Two Fish Red Fish Blue Fish           03/01/60           A35009
                                               01/19/88           RE376431
Scrambled Eggs Super!                          03/20/53           A84364
                                               (No renewal)
Sneetches and Other Stories **                 09/01/61           A543386
                                               01/17/89           RE425704
Ten Apples Up on Top *                         02/24/61           A512606
                                               01/17/89           R430091
Thidwick the Big-Hearted Moose                 08/16/48           A25079
                                               09/09/75           R613758
Yertle the Turtle and Other Stories            04/24/58           A336186
                                               03/03/86           RE288967
Because a Little Bug Went KaChoo *             09/30/75           A729059
Butter Battle Book                             04/10/84           TX1-345339
Cat's Quizzer                                  08/23/76           A808640
Did I Ever Tell You How Lucky You Are?         09/12/73           A502030
Eye Book *                                     10/07/68           A39909
Foot Book                                      10/07/68           A39908







Great Day for Up *                             08/27/74           A595526
Hooper Humperdink? Not Him! *                  09/20/76           A815130
Horton Hatches the Egg                         10/21/40           A147032
                                               01/19/68           R428772
Hunches in Bunches                             03/25/83           TX1-070382
I Can Draw It Myself                           08/28/70           A254607
I Can Lick 30 Tigers Today!                    09/26/69           A132498
I Can Read With My Eyes Shut!                  11/17/78           TX277144
I Can Write! *                                 08/12/71           A301287
I'm Not Going to Get Up Today *                05/12/88           TX2-342518
In a People House *                            08/15/72           A381487
Lorax                                          08/12/71           A301289
Many Mice of Mr. Brice                         04/09/90           VA-392557
(aka Pop-Up Mice of Mr. Brice) *                                  cover
                                                                  illustration
                                                                  only)
Marvin K. Mooney, Will You Please Go Now!      08/15/72           A381497
Maybe you Should Fly a Jet *                   01/26/81           TX633591
McElligot's Pool                               09/22/47           A17021
                                               11/04/74           R589631
Mr. Brown Can Moo!  Can You?                   08/28/70           A254461
My Book About Me *                             09/02/68           A149611
Oh, Say Can You Say?                           12/18/79           TX474051
Oh, the Places You'll Go! **                   10/19/90           VA430950
Oh, the Thinks You Can Think                   08/26/75           A692225
Please Try to Remember the                     10/17/77           A922415
First of Octember *
Shape of Me and Other Stuff                    07/24/73           A475432
There's a Wocket in My Pocket                  08/12/74           A595528
Tooth Book *                                   09/23/81           TX772784



Wacky Wednesday *                              09/10/74           A596273
Would You Rather be a Bullfrog?                08/26/75           A729058
You're Only Old Once                           04/14/86           TX1-807266
                                               08/26/91           TX3140074
Six by Seuss                                   08/26/91           TX3138467
Seven Lady Godivas                             09/20/39           A132274
                                               03/29/67           R407033
Dr. Seuss From Then to Now ***                 (applied for)
Daisy-Head Mayzie ****                         [Not yet published]

Any other Dr. Seuss books illustrated with typical Dr. Seuss characters, whether
or not previously published by Theodor S. Geisel are included in this grant, but
not books illustrated with other than typical Dr. Seuss illustrations and not
fine art books.

* The illustrations to these titles are not included within the definition of
the "Properties" under this Formal Agreement. Dr. Seuss, therefore, makes no
grant and extends no warranties or indemnities with respect to said
illustrations.

** MCA acknowledges and agrees that it may not exercise any of the rights
granted to it under the Formal Agreement with respect to the book, Oh, the
Places You'll Go!, or to the story "What Was I Scared Of?" which is contained in
the book Sneetches and Other Stories, until seven years from July 13, 1994.

*** Only the images and verse created by Theodor S. Geisel contained in this
title are included in this grant. MCA acknowledges and agrees that some of the
images and verse contained in this title are now in the public domain, and Dr.
Seuss Enterprises makes no grant and extends no warranties to such material.

**** MCA acknowledges and agrees that it may not exercise any of the rights
granted to it under the Formal Agreement with respect to Daisy-Head Mayzie prior
to seven years following the date of first broadcast of the animated television
program based on the title.

                                      A-4


                                    EXHIBIT B

                            PREVIOUSLY GRANTED RIGHTS


         1. Miscellaneous existing contracts with respect to television
programs, video products and dramatic presentations, none of which involve any
rights inconsistent with rights granted hereunder.

         2. Agreement with Tri-Star Pictures, Inc., to produce a motion picture
based on "Oh, the Places You'll Go!" and "What Was I Scared Of?" (from
"Sneetches and Other Stories") including certain rights with respect to
"Visiting Characters" from other Dr. Seuss books. Tri-Star Pictures, Inc., has
acknowledged that the letter agreement attached hereto as Exhibit B-2 (and
incorporated by this reference herein) clarifies Tri-Star Pictures, Inc.'s
rights with respect of the Properties and the Visiting Characters.

         3. Agreement with Hanna-Barbera, Inc., to produce an animated
television program based upon an as yet unpublished book entitled "Daisy-Head
Mayzie", to be published by Random House. Copyright ownership in the program is
held jointly by Dr. Seuss Enterprises and Hanna-Barbera, Inc.

         4. Agreement with Living Books, Inc. to produce, sell and distribute
electronic versions of books written by Theodor S. Geisel.

                                       B-1


                           DR. SEUSS ENTERPRISES, L.P.
                   c/o International Creative Management, Inc.
                               40 West 57th Street
                            New York, New York 10019


                                                              July 13, 1994


Lisbeth Aschenbrenner, Esq.
Senior Vice President, Legal Affairs
Tri-Star Pictures, Inc.
10202 West Washington Boulevard
Culver City, California 90232

Dear Ms. Aschenbrenner:

         Reference is made to that certain agreement between Theodor and Audrey
Geisel (the "Owner") and Tri-Star Pictures, Inc. ("Tri-Star") dated as of
September 7, 1990 (the "Agreement") pertaining to certain rights granted to
Tri-Star respecting Oh, the Places You'll Go! and What was I Scared of?
(hereinafter referred to as the "Property").

         This will acknowledge that theme park rights in the Property were not
granted to TriStar by Owner under the Agreement either to the Property or to the
Visiting Characters as defined in said agreement.

         In consideration of Tri-Star's entering into this letter of
clarification, Owner agrees that, if Owner elects to separately license theme
park rights to the Property to a third party as distinct from a license to a
third party of theme park rights to all or substantially all of the Dr. Seuss
properties, Owner shall notify Tri-Star in writing of the terms and conditions
it has been offered by such third party for such license and Tri-Star shall have
the right to accept such terms and conditions not less than five business days
after receipt thereof by written notice to Owner, in which event Owner shall
license such theme park rights to TriStar on such basis. The terms and
conditions which are presented to Tri-Star shall not include any terms which
cannot be met as easily by one person as another.

         In the event Tri-Star declines such offer, Owner shall be free to
license such theme park rights to a third party on a basis not less favorable to
Owner than that last offered to Tri-Star. However, it will not thereafter
license such theme park rights to a third party on a basis less favorable to
Owner than that last offered to Tri-Star unless it first offers such terms and
conditions to Tri-Star as set forth above.

                                  EXHIBIT B-2


                                    EXHIBIT C


                         TO THE FORMAL AGREEMENT BETWEEN
                                    MCA INC.
                         AND DR. SEUSS ENTERPRISES, L.P.
                           DATED AS OF APRIL 21, 1994


                  Attached is the Short Form Copyright License.


                                      C-1


                         SHORT FORM LICENSE OF COPYRIGHT

         Subject to the restrictions, exclusions, terms and conditions set forth
in the agreement between Dr. Seuss Enterprises, L.P. ("Licensor") and MCA INC.
("Licensee") dated as of April 21, 1994 (the "Formal Agreement"), Licensor, for
valuable consideration received, sells, grants and assigns to Licensee and to
such of its representatives, successors and assigns as may be authorized
pursuant to the terms of the Formal Agreement, an exclusive license to the
rights to any and all of the Dr. Seuss characters and any and all related
characters and elements, including, but not limited to, the likenesses,
digitized likenesses, visual representations, symbols, designs, personalities,
voices, music, mannerisms, common phrases, themes, plots, elements and
animation, and a non-exclusive merchandising license in connection with the
same, for use by Licensee in, and in connection with, theme parks, amusement
parks, studio attractions and other comparable venues throughout the world, all
as set forth in more detail in the Formal Agreement.

         Dated as of this 27th day of Sept., 1994.

                                       DR. SEUSS ENTERPRISES, L.P.,

                                       By: Geisel-Seuss Enterprises, Inc.
                                           General Partner

                                           By: /s/ Audrey S. Geisel
                                               ---------------------------------
                                               Audrey S. Geisel, President

                                           By: /s/ Karl ZoBell
                                               ---------------------------------
                                               Karl ZoBell, Vice President

                                      C-2


STATE OF CALIFORNIA
                             }     SS.
COUNTY OF SAN DIEGO


On SEPTEMBER 27, 1994, before me, the undersigned Notary Public, personally
appeared AUDREY S. GEISEL (X) personally known to me or ( ) proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument, and acknowledged to me that she executed the same in her
authorized capacity, and that by her signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

                                       /s/ Mildred Basden
                                       -----------------------------------------
(S E A L)

STATE OF CALIFORNIA
                             }     SS.
COUNTY OF SAN DIEGO


On SEPT. 28, 1994, before me, the undersigned Notary Public, personally appeared
KARL ZOBELL (X) personally known to me or ( ) proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

                                       /s/ Mildred Basden
                                       -----------------------------------------
(S E A L)

                                      C-3


                                    EXHIBIT D


                         TO THE FORMAL AGREEMENT BETWEEN
                                    MCA INC.
                         AND DR. SEUSS ENTERPRISES, L.P.
                           DATED AS OF APRIL 21, 1994


                       Attached are the Heir's Agreements.





                                       D-1

EX-10.25

                                     MARVEL

                                  DEAL CONCEPTS

I.  PROJECT DESCRIPTION

    MCA is developing a complete destination resort on approximately 800 acres
    owned by it and a partner in Orlando, Florida, on which Universal Studios
    Florida is located and attracted approximately 7 million visitors in 1992.

    When completed, as presently planned the resort will consist of the existing
    theme park and HARD ROCK CAFE, plus a second gated theme park ("THE SECOND
    GATE"), four highly themed hotels totalling 4,000 rooms, a themed
    entertainment and shopping complex, as well as a golf course, tennis club
    and spa. It is contemplated that the total cost of building out these
    facilities over the next decade will be approximately $3 billion. The total
    complex is hereafter referred to as "Universal City Florida".

    THE SECOND GATE will be similar in size, quality and originality to
    Universal Studios Florida and is expected to generate even greater
    attendance, stay time and visitor expenditures given the unique appeal of
    the park and the synergies which will arise from the total destination
    resort



    concept. A theme park with anticipated initial attendance of five million
    visitors per year which is essentially comparable in size, quality and per
    capita expenditure to the present Universal Studios Florida is hereafter
    referred to as a "Universal Theme Park". As with Universal Studios Florida,
    *** will play a major role as creative consultant in the development of THE
    SECOND GATE at the Universal Theme Park (Orlando).

    A.   DEVELOPMENT OF THE MARVEL UNIVERSE

         As part of THE SECOND GATE, within a separate environment designated
         under the banner of THE MARVEL UNIVERSE (or similar designation
         approved by Marvel) MCA will construct a complex of attractions, stores
         and food venues heavily themed around the Marvel properties. Marvel
         hereby grants MCA a license to use Marvel's characters for the
         purposes, on the terms and to the extent set forth herein.

         In developing and implementing THE MARVEL UNIVERSE, MCA will follow and
         be consistent with The Official Handbook of The Marvel Universe,
         Marvel's Style Guide and such other descriptive design/style materials
         as may be provided by Marvel. This Marvel-themed complex would be
         designed in coordination with Marvel, and all major elements and themes
         would be subject to Marvel's reasonable approval. As set forth in
         Section IV(A)(1)

                                       2


         any use of non-Marvel characters within THE MARVEL UNIVERSE (whether or
         not as a major element) will be subject to Marvel's approval. The
         completed cost of this Marvel-oriented complex (design and
         construction, including reasonably allocated infrastructure) would be
         approximately $***.

    B.   MARKETING OF THE MARVEL UNIVERSE

         In marketing THE SECOND GATE, MCA will see to it that Marvel is a
         significant focus of its marketing efforts, and that Marvel elements
         are included in at least $*** of fair value of advertising, publicity,
         brochures, joint promotions, or other marketing exposure relating to
         THE SECOND GATE (which may include other elements of Universal City
         Florida) during the initial two years of operation (plus the
         pre-opening period). During the subsequent five year period, Marvel
         elements will be included in at least 20% of the value of the marketing
         exposure of the Universal Theme Park (Orlando) and thereafter in at
         least $*** per year relating to THE SECOND GATE at the Universal Theme
         Park (Orlando) (which may include other elements of Universal City
         Florida).

         Marvel shall have a reasonable right of advance approval relating to
         the use of its trademarks in connection with any such advertising,
         publicity, brochures, promotions or

                                       3


         other marketing efforts by MCA. Once particular artwork has been
         approved by Marvel, MCA may continue to use such artwork unless
         notified to the contrary by Marvel.

         Permitted marketing efforts shall include joint promotions and
         corporate sponsorships, so long as it is clear that what is being
         marketed is THE SECOND GATE or THE MARVEL UNIVERSE, or specific
         elements of THE MARVEL UNIVERSE, as opposed to the Marvel name or
         characters themselves apart from the theme park, and in no event will
         the Marvel elements, in the aggregate, be more than ***% of an overall
         MCA third party promotion.

         Any Corporate Sponsorship shall require Marvel's approval, as will any
         joint promotion in which MCA receives cash or other consideration
         (including items of value) other than free media inclusion. As to MCA
         joint promotions in which MCA does not receive cash or other
         consideration, Marvel shall have the right to notify MCA from time to
         time of significant promotional arrangements it has made or are in
         serious negotiations with third parties which might conflict with
         unannounced MCA joint promotions. Thereafter any MCA proposed joint
         promotion (in which MCA receives no consideration) involving a
         competing product or entity in the territory covered by a Marvel
         promotion contained in such notice(s) shall require Marvel's approval.

                                       4


II. PROCEEDING TO COMPLETION OF THE MARVEL UNIVERSE

    A.   Upon execution of this agreement, MCA will pay Marvel $*** in
         consideration of entering into this exclusive relationship.

         Concurrently, MCA will commence designing THE MARVEL UNIVERSE, and will
         work diligently (including meeting the requirements set forth in
         subsection II(B) below) to complete its design and construction as part
         of its overall plans for the initial opening content of THE SECOND
         Gate. At the end of each year prior to the opening of any THE MARVEL
         UNIVERSE the President of MCA shall deliver a letter to Marvel
         affirming the intention of MCA to complete construction and open THE
         MARVEL UNIVERSE by the required deadline stated herein, and informing
         Marvel in general terms of the progress to date, including a statement
         of the expenditures in such year discussed in the next paragraph.

         To further this goal, MCA will expend at least $***/year on a
         cumulative basis (allowing carry forward) on design and construction of
         THE MARVEL UNIVERSE over the next three years.

                                       5


         MCA's rights under this agreement will terminate if THE MARVEL UNIVERSE
         does not open within six months of the opening of THE SECOND GATE (with
         further extensions of up to one year for clear-cut force majeure events
         such as major fires or other destructive events), with an outside date
         for opening THE MARVEL UNIVERSE of 2001 (with similar extensions of up
         to one year for clear-cut force majeure events). In no event shall MCA
         have any rights under this Agreement if both the Second Gate and The
         Marvel Universe at Universal City Florida have not opened by December
         31, 2002.

    B.   Further, MCA's right to proceed to open THE MARVEL UNIVERSE at THE
         SECOND GATE shall lapse under the following circumstances:

         1.   MCA shall fail to accomplish any of the following benchmarks:

              (a)  Securing all significant governmental approvals to utilize
                   the site of THE SECOND GATE by December 31, 1998.

              (b)  Commence construction of THE SECOND GATE by December 31,
                   1999.

                                       6


              (c)  Commence construction of THE MARVEL UNIVERSE by December 31,
                   2000.

         2.   In the event THE MARVEL UNIVERSE as part of THE SECOND GATE has
              not opened by December 31, 1998 and MCA shall fail to pay to
              Marvel an additional option fee in the amount of $*** on each
              subsequent January 1st that THE MARVEL UNIVERSE is not open to the
              public.

III. TERM

    Once THE MARVEL UNIVERSE opens within the above time period, the term of
    this agreement shall continue for so long as a THE MARVEL UNIVERSE shall
    remain open (and operated consistent with the standards of the next
    paragraph below) at any Universal Theme Park (allowing for temporary
    closures for force majeure events or refurbishment/maintenance provided they
    are being diligently pursued), except for termination for material breach
    (with written notice and a reasonable opportunity to cure).

    Each THE MARVEL UNIVERSE shall be operated and maintained in a first class
    manner consistent with the highest standards of the theme park industry and
    shall be deemed "open" only when operated in such manner (subject to
    temporary closures for force majeure events as described in the prior
    paragraph).

                                       7


    At such time as any THE MARVEL UNIVERSE is no longer open at a particular
    Universal Theme Park, all exclusivity and marketing rights acquired by MCA
    as a result of the opening of such THE MARVEL UNIVERSE at such Universal
    Theme Park, as set forth in Section IV below, shall terminate and this
    Agreement shall thereafter be construed as if the notice of intent to open
    THE MARVEL UNIVERSE had not been given by MCA.

IV. EXCLUSIVITY

    A.   Exclusivity of Marvel Characters Within THE MARVEL UNIVERSE:

         1.   Within THE SECOND GATE, the Marvel Characters will be primarily
              utilized as part of THE MARVEL UNIVERSE, although they may also be
              used throughout THE SECOND GATE as strollers or featured elements
              in stores, restaurants, and the like (subject to Marvel's
              reasonable approval). Within THE MARVEL UNIVERSE, the use of any
              non-Marvel characters will be subject to Marvel's approval.

    B.   Other Theme Parks

         1.   MCA (or an MCA "Corporately Related Company" (defined below)),
              shall have an option to utilize the Marvel characters in THE
              SECOND GATE of the

                                       8


              Universal Theme Park (Orlando) and an exclusive world-wide option
              to utilize the Marvel characters in additional THE MARVEL
              UNIVERSES in any other Universal Theme Parks which initial option
              must be exercised during the two year period beginning on the date
              of the opening of THE MARVEL UNIVERSE in the Universal Theme Park
              (Orlando). The present inventory of the Marvel characters is set
              forth in the schedule to be attached or provided by Marvel
              promptly after execution hereof, plus any characters developed or
              acquired or licensed in the future by Marvel which (x) are
              marketed under the Marvel "Banner" or (y) were previously marketed
              under the Marvel "Banner" during the term hereof and are
              subsequently marketed under the "Banner" of a Marvel Related
              Company (defined below). Any characters which are licensed to
              Marvel by third parties subject to terms which require Marvel to
              pay a license fee based on revenues or which do not permit
              sublicensing may be excluded, at Marvel's option, in the foregoing
              grant.

              a.   After such 2 year period, MCA's exclusive rights will be
                   subject to "shrinkage" or "expansion" as follows:

                                        9


                   1.   If no action is taken by MCA, such exclusivity shall be
                        limited as follows:

                        i.   East of The Mississippi - any other theme park is
                             limited to using characters not currently being
                             used by MCA at the time such other license is
                             granted. [For purpose of this subsection and
                             subsection iv, a character is "being used by MCA"
                             if (x) it or another character of the same "family"
                             (e.g., any member of THE FANTASTIC FOUR, THE
                             AVENGERS or villains associated with a hero being
                             used) is more than an incidental element of an
                             attraction, is presented as a costumed character,
                             or is more than an incidental element of the
                             theming of a retail store or food facility; and,
                             (y) in addition, if such character or another
                             character from the same "family" is an element in
                             any MCA marketing during the previous year. Any
                             character who is only used as a costume character
                             will not be considered to be "being

                                       10


                             used by MCA" unless it appears as more than an
                             incidental element in MCA's marketing.]

                        ii.  West of The Mississippi - any other theme park may
                             use any Marvel characters whether or not used by
                             MCA.

                        iii. East or West of The Mississippi - permitted uses
                             shall be limited to the use of specific Marvel
                             characters and Marvel may not permit a licensee to
                             use the name "Marvel" as part of the attraction
                             name or marketing.

                        iv.  East or West of The Mississippi - The foregoing
                             permitted uses will be subject to the following
                             marketing restrictions:

                             (a)  If the particular character is used by MCA (as
                                  defined above), such character will not be
                                  advertised or promoted East of The
                                  Mississippi, except by means of national
                                  Network buys

                                       11


                                  of television, within printed materials such
                                  as brochures, or by print advertisements in
                                  periodicals directed to readers more than 300
                                  miles from Orlando; and with regard to any of
                                  the foregoing permitted marketing, if the
                                  marketing is for a group of theme parks
                                  located both East and West of The Mississippi,
                                  the marketing shall make abundantly clear that
                                  the character only appears in the parks West
                                  of The Mississippi and shall not be subject to
                                  confusion on such point (such as would occur
                                  by visual inclusion of the character in a
                                  generic, multipark advertisement subject to a
                                  small print explanation of the parks where the
                                  character is present).

                             (b)  If the particular character is not used by
                                  MCA, such character will not be advertised or

                                       12


                                  promoted by means of (x) spot television buys,
                                  billboards, personal appearances, or print
                                  advertisements which are (y) viewed, located
                                  or primarily directed to persons within 300
                                  miles of Orlando. In other words, regional
                                  (i.e. covering a multi-state geographic
                                  region) or national television or print media
                                  buys, or brochures would not be prohibited
                                  within such 300 mile radius.

                   2.   Within 2 years after opening of THE MARVEL UNIVERSE in
                        Orlando, MCA may retain its worldwide exclusivity for up
                        to 5 additional years by designating another location
                        where it intends to develop THE MARVEL UNIVERSE as part
                        of a theme park, and by paying an option fee of $*** per
                        year. Provided such second theme park opens within such
                        5 year period, MCA shall maintain worldwide exclusivity
                        for an additional two year period after such opening,
                        and thereafter

                                       13


                        it srights will be subject to the "shrinkage" or
                        "expansion" concept described above (in the manner
                        described below).

                        As used throughout this agreement, any subsequent THE
                        MARVEL UNIVERSE must cost at least $*** (calculated in
                        the manner described previously), must appear in a
                        Universal Theme Park, and Marvel's representation
                        therein will be of at least comparable proportion and
                        like quality to its representation (including as to the
                        retail exposure and promotional efforts of MCA) within
                        THE SECOND GATE at Universal City Florida.

                        i.   With regard to the second and subsequent Universal
                             Theme Parks in the areas specified below, MCA's
                             exclusivity shall be as follows:

                             a.   Second U.S. Park - all of U.S.

                             b.   Any of Japan, Hong Kong, the Philippines,
                                  Singapore, Malaysia, Indonesia, Mainland

                                       14


                                  China, Taiwan, North or South Korea, Vietnam,
                                  or Thailand, exclusivity will apply to all
                                  others.

                             c.   Europe Park - all Europe, including Turkey,
                                  but excluding any areas that were part of the
                                  former USSR.

                        ii.  With regard to subsequent Universal Theme Parks in
                             areas other than as described in (i) above, the
                             parties will in good faith agree upon comparable
                             geographic provisions to the "East of the
                             Mississippi" provisions applicable to the Orlando
                             Universal Theme Park. Thereafter, the above
                             "shrinkage" or "expansion" provisions shall
                             continue to apply to all such future Universal
                             Theme Parks described in this subsection (ii). If
                             after opening any subsequent Universal Theme Park
                             MCA does not institute the option payments within 2
                             years, continue the option payments, and open such

                                       15


                             newly designated subsequent Universal Theme Park
                             within 5 years thereafter, its rights shall be
                             permanently "shrunk", and it will have no further
                             right to build any new THE MARVEL UNIVERSE.

                   3.   Any THE MARVEL UNIVERSE constructed hereunder after THE
                        MARVEL UNIVERSE (Orlando) shall be subject to the
                        payment and other relevant terms of this agreement
                        applicable to THE MARVEL UNIVERSE (Orlando), except as
                        to CPI increases as set forth herein.

                   4.   To the extent and in the territories that MCA has
                        exclusive theme park rights, such shall not prohibit
                        (except for the limitations described below) Marvel from
                        itself developing or licensing its planned Retail
                        concept which may include interactive elements as a
                        major or minor element (presently intended to be called
                        "The Marvel Action Universe" and referred to as such
                        herein, but which may also be called "The Marvel
                        Universe" or another name chosen by Marvel). The Marvel
                        Action Universe will consist, inter alia, of the sale of
                        comic books, trading cards, software, licensed or Marvel
                        produced merchandise, the use of electronic games and/or
                        pinballs or other coin operated games, and may include
                        one or more virtual reality and/or simulator ride using

                                       16


                        Marvel characters or other themes. The following
                        restrictions shall apply to The Marvel Action Universe
                        (or elements thereof whether owned or licensed by
                        Marvel).

                        a.   Restrictions as to the geographic location of The
                             Marvel Action Universe in areas where MCA has
                             exclusive rights hereunder.

                             i.   The Marvel Action Universe will not be within
                                  60 miles of any Universal Theme Park with a
                                  THE MARVEL UNIVERSE

                             ii.  Mini-theme parks, recreation centers, game
                                  centers and the like designated with the
                                  Marvel name or the name of any Marvel
                                  characters or any major entertainment
                                  component of a Marvel Action Universe such as
                                  a motion based film ride shall not be within
                                  60 miles of any Universal Theme Park with a
                                  THE MARVEL UNIVERSE.

                             iii. Within the ADI market of the city containing a
                                  Universal Theme Park (even to the extent such
                                  ADI exceeds a 60 mile radius) there shall not
                                  be a Marvel themed simulator ride.

                                       17


                        b.   Restrictions as to elements of The Marvel Action
                             Universe in areas where MCA has exclusive rights
                             hereunder.

                             i.   Within 300 miles of any Universal Theme Park
                                  with a THE MARVEL UNIVERSE, no The Marvel
                                  Action Universe shall contain more than one
                                  simulator, nor shall such simulator hold more
                                  than 20 people. Motion based or virtual
                                  reality attractions which are coin operated
                                  and hold no more than 4 people shall not be
                                  deemed a "simulator" subject to the above
                                  restriction. Any such rides which are
                                  interconnected so as to create a simultaneous
                                  experience among multiple units exceeding an
                                  aggregate of 4 people shall be deemed
                                  simulator rides and the number of people in
                                  such interconnected rides shall be counted
                                  toward the 20 person limit above.

                        c.   Restrictions as to affiliations or marketing of The
                             Marvel Action Universe or elements thereof, in
                             areas where MCA has exclusive rights hereunder.

                             i.   The Marvel Action Universe will not be within
                                  any theme park, nor marketed in conjunction
                                  with any theme park. For purposes of these

                                       18


                                  restrictions, an area of 10 acres or less will
                                  not be deemed a theme park. An area in excess
                                  of 10 acres may or may not be deemed a theme
                                  park based on its overall characteristics.

                             ii.  No The Marvel Action Universe will be marketed
                                  so as to infer or imply that such THE MARVEL
                                  ACTION UNIVERSE or one of its components (x)
                                  constitutes a theme park or (y) is a component
                                  of a theme park.

                             iii. No The Marvel Action Universe shall be in or
                                  marketed in conjunction with any themed
                                  entertainment areas owned, operated or
                                  marketed by Disney, Time-Warner, Six Flags,
                                  Sony, Paramount or Busch. As used herein,
                                  "theme park" and "themed entertainment areas"
                                  shall not include, inter alia, facilities or
                                  complexes where at least 70% of the revenues
                                  generated on the premises are derived from
                                  retail sales or whose primary source of
                                  revenue is lodging (which may include food,
                                  beverage and gaming revenues).

                        d.   Pre-Existing Conditions in areas where MCA has
                             exclusive rights hereunder.

                                       19


                             The restrictions set forth in subparagraphs a and b
                             above shall not apply to any The Marvel Action
                             Universe or elements thereof which already "Exists"
                             on the "Trigger Date" (both defined below) and
                             would be thereafter impacted by subparagraphs a and
                             b above due to the creation of a new THE MARVEL
                             UNIVERSE in a Universal Theme Park. However, no
                             such Marvel Action Universe shall be materially
                             enhanced in relation to any otherwise prohibited
                             element (except as to matters of governmental
                             compliance and general refurbishment and updating)
                             after the opening of such new THE MARVEL UNIVERSE
                             in a Universal Theme Park. For purposes of this
                             subsection the following definitions shall apply:

                             (x)  A Marvel Action Universe (or otherwise
                                  prohibited element) shall be deemed to "Exist"
                                  if it is (a) open for business or (b) a lease
                                  has been executed or a contract for purchase
                                  of land has been executed (in either case for
                                  a site for a The Marvel Action Universe) and
                                  Marvel is diligently proceeding to develop and
                                  open such The Marvel Action Universe.

                             (y)  The "Trigger Date" for any THE MARVEL UNIVERSE
                                  is the date hereof as to Orlando

                                       20


                                  and, as to any subsequent THE MARVEL UNIVERSE
                                  in a Universal Theme Park, the later of the
                                  date on which (i) THE MARVEL UNIVERSE at the
                                  Universal Theme Park (Orlando) opens for
                                  business or (ii) MCA has announced development
                                  and paid the $*** (as adjusted by CPI) option
                                  fee relating to such new THE MARVEL UNIVERSE
                                  as set forth in Section IV(B)(1)(a)(2).

                        If Marvel is actively operating and/or developing The
                        Marvel Action Universes in the 60 mile radius or ADI of
                        any such newly announced THE MARVEL UNIVERSE at a
                        Universal Theme Park, at the time of such announcement
                        by MCA, Marvel may request MCA to consider, in good
                        faith, modifying those terms of this subsection which
                        limit Marvel's enhancement and/or development of The
                        Marvel Action Universes in such 60 mile area or ADI,
                        although MCA shall be under no obligation to change the
                        restrictions herein.

V.  OTHER ASPECTS OF RELATIONSHIP

    As to each THE MARVEL UNIVERSE at a Universal Theme Park (subject to CPI
    adjustments as set forth herein), the following shall apply:

                                       21


A.  Annual Fee

    Upon the opening of THE SECOND GATE, and on an annual basis thereafter, MCA
    will pay a fee of $***.

B.  Merchandise Opportunities/Specialty Stores

    Throughout THE SECOND GATE, stores will carry a wide range of Marvel
    produced or licensed products and artwork, Marvel comic books, Fleer trading
    cards (or cards of such other licensee as may be designated by Marvel), and
    toys (primarily action figures) manufactured by Toy Biz, Inc. (or such other
    Marvel licensee as may be designated by Marvel). Additionally, within or
    adjacent to THE MARVEL UNIVERSE there would be significant retail space
    dedicated to Marvel publications, software, products, and cards produced or
    licensed by Marvel. It is anticipated that this exposure to a highly
    motivated public who have experienced THE MARVEL UNIVERSE, combined with the
    underlying popularity of the Marvel properties, will result in a level of
    sale of Marvel manufactured and licensed products, such as would make THE
    SECOND GATE an extremely lucrative outlet for its properties.

    Within THE SECOND GATE, a minimum of 10,000 square feet of retail space will
    be devoted to items licensed or manufactured by Marvel or its related
    companies

                                       22


    including a minimum of 5,000 square feet of retail space in stores themed
    around MARVEL properties and devoted virtually exclusively (allowing for
    minor exceptions such as film, etc., but not competing characters) to the
    sale of MARVEL items.

    MCA will give serious consideration to placing such Marvel-oriented stores
    at or adjacent to the exit of the major attractions within THE MARVEL
    UNIVERSE, consistent with its reasonable judgment as to traffic flow,
    planning considerations and customer acceptance.

    The various Marvel properties and merchandise will also be used throughout
    the destination resort including within the hotels (if operated by MCA or an
    MCA Corporately Related Company; or if operated by a third party MCA will
    encourage such use), and Marvel theming and merchandise will be featured in
    any airport stores operated by MCA in Los Angeles or Orlando. Uses of Marvel
    theming in MCA operated stores other than within the resort property or
    within the aforesaid MCA operated airport stores will require specific
    Marvel approval.

    The merchandise within such retail facilities will either be (i) purchased
    from Marvel's licensees; (ii) purchased directly from Marvel or its
    designated distributors; or

                                       23


    (iii) manufactured by or to MCA's specifications as a direct licensee of
    Marvel.

         a.   Sale of food or beverage, at non-premium prices, from Marvel
              themed facilities will not be subject to royalties, unless the
              items sold carry Marvel logos or proprietary elements. In the
              event such item(s) carry Marvel logos or proprietary elements,
              Marvel shall receive a license fee of *** percent on the wholesale
              price of such item (i.e. combined food and packaging).

         b.   Food or beverage items sold at a premium price, either from Marvel
              themed facilities or which carry Marvel logos or proprietary
              elements, shall bear a licensee fee to Marvel equal to the greater
              of (x) *** percent on the wholesale price or (y) *** percent of
              the retail price of such item (i.e. combined food and packaging).

C.  Merchandise Royalty Guarantee

    MCA will pay an annual guaranteed merchandise advance of $*** which will be
    applied against merchandise royalties from any of its retail outlets
    calculated at a

                                       24


    rate of ***% of wholesale cost. After the annual guaranteed advance is fully
    earned, the royalty on additional sales will decrease to ***% and will be
    paid quarterly. Such royalty will be applied to the wholesale cost of
    merchandise manufactured for and purchased by MCA as a direct licensee of
    Marvel, and to the cost of items purchased from Marvel's licensees. (While
    Marvel will not require its licensees to sell items to MCA without a royalty
    built into the price, Marvel will not in any way prohibit or restrict MCA
    from being a direct licensee of Marvel or a Marvel Related Company for the
    purpose of producing products to be sold by MCA at Universal Theme Parks,
    surrounding complexes and certain airport stores as provided herein,
    including by means of exclusive licenses granted to parties other than
    Marvel Related Companies). In the event Marvel is unable to give MCA a
    direct license because of a conflicting license, MCA shall receive a credit
    for the license fees payable to Marvel by MCA hereunder, and Marvel agrees
    that the royalty rate paid by its Licensee in connection with each item as
    to which Marvel cannot grant a license to MCA will be set consistent with
    Marvel's normal business practices.

    1.   Marvel will have reasonable audit and review rights to assure that
         proper payments are made and that the cost attributed to merchandise
         manufactured for

                                       25


         MCA's order is being fairly stated and, inter alia, is not being
         "adjusted" so as to reduce the royalties due Marvel in favor of other
         merchandise not covered by this agreement.

    2.   The parties will develop reasonable audit rights and procedures which
         will be consistent with industry standards. MCA will reimburse Marvel
         for the reasonable cost of any audit resulting in Marvel being due
         additional sums exceeding ***% of the sums paid by MCA.

    3.   Marvel will have reasonable approval of all licensed merchandise,
         artwork, merchandise packaging, logos, and the like utilizing the
         Marvel properties, which approval will be granted or withheld in a
         timely and reasonable manner and will not be used in a way which would
         frustrate the intent of this Agreement.

    4.   Where items of merchandise feature both the Marvel properties and other
         characters or elements proprietary to third parties (such as posters,
         T-shirts, coffee mugs and the like portraying the wide range of
         characters present in THE SECOND GATE) a procedure to arrive at a
         reasonable allocation of the royalty will be worked out.

                                       26


D.  Product Purchase Guarantee

    In addition to the Royalty Guarantee set forth in C above, if MCA's
    wholesale cost of the comic books, art work, trading cards, toys, videos,
    games, and related items purchased from Marvel (or a Marvel Related Company)
    or their distributor (as to such Marvel produced items) do not exceed at
    least $*** in a given year, MCA will promptly pay to Marvel any such short
    fall, or purchase items covering such short fall. Such items purchased by
    MCA from Marvel or a Marvel Related Company (whether directly or through a
    distributor) shall not be subject to a Marvel royalty, and any royalty built
    into the wholesale cost shall be deducted. In the event that the product
    line produced by Marvel and Marvel Related Companies is substantially
    reduced after the date hereof, limiting the product available to MCA for
    sale at Universal Theme Parks, the parties shall negotiate in "good faith"
    an adjustment to the above $*** guarantee.

E.  Comic Book Advertising

    MCA intends to advertise THE SECOND GATE (in a manner that features the
    Marvel properties) on the back page of various Marvel Comics. Marvel will
    work with MCA toward this end and provide information concerning

                                       27


    demographically appropriate magazines and their availability. Such
    advertising buys will be at the best rates available from Marvel to
    unrelated third parties for such publications for purchases of comparable
    volume. Subject to the availability of the specific publications MCA
    reasonably believes appropriate for its needs, MCA will expend at least the
    following amounts on advertisements appearing on Marvel comics:

1.  During the initial two years of operations (plus the pre-opening period)
    - $***.

2.  Per year thereafter - $***.

F.  Marvel Compensation Alternative

    MCA agrees that if, as to any Universal Theme Park containing a THE MARVEL
    UNIVERSE, MCA utilizes "characters" not owned by MCA or an MCA Related
    Company and the financial arrangement between MCA and the owner or licensor
    of such "characters" (the "third party") involves the "payment by MCA of
    sums based on revenues of the Theme Park or a significant portion thereof"
    (defined below), MCA shall offer to Marvel, the opportunity at Marvel's
    option to elect to be compensated for the use of the Marvel license granted
    herein as it relates to such specific THE MARVEL UNIVERSE, on the same basis
    as such

                                       28


    "third party". If Marvel so elects then MCA shall receive credit for
    payments previously made to Marvel to the extent comparable or similar
    payments were not part of such "third party" deal. In the event such "third
    party" is required by MCA to invest in the Universal Theme Park where its
    characters are being utilized, Marvel shall have a comparable obligation if
    Marvel exercises the option to be compensated based on the Compensation
    Alternative set forth in this paragraph F.

    The "payment by MCA of sums based on revenues of the Theme Park or a
    significant portion thereof" is intended to encompass "royalty" arrangements
    or similar arrangements which compensate the "third party" based on net
    revenues, gross revenues, attendance, or any other standard measuring the
    economic performance of a particular Universal Theme Park or a significant
    portion thereof.

VI. MISCELLANEOUS LEGAL

    A.   All sums to be paid or expended by MCA hereunder pursuant to Sections
         I(B), II(B), IV(B)(1)(a)(2), IV(B)(2), V(A), V(C), V(D) and V(E) shall
         be increased for each year after 1998 using the U.S. national CPI as of
         December 31, 1998 as the base.

                                       29


    B.   Marvel will reasonably cooperate in making information, artwork,
         archive material, key personnel, etc. available to MCA in order that
         MCA can creatively develop THE MARVEL UNIVERSE and exploit its rights
         hereunder. MCA will reimburse Marvel for its reasonable costs in this
         regard, including time of non-executive personnel and their reasonable
         travel expense.

    C.   Whenever Marvel has "reasonable" rights for rejection of approval
         hereunder, the basic criteria to be used by Marvel may include
         inconsistency with (i) basic story line, (ii) the powers, (iii) basic
         personality traits, (iv) physical appearance (including clothing or
         costume), and/or (v) living habitat or environment relating to such
         character as portrayed in Marvel's exploitation of such character in
         comic books or other products for the particular time period being
         depicted by MCA.

    D.   MCA shall take appropriate action, as directed by Marvel to protect all
         copyrights and trademarks in connection with the uses granted
         hereunder, including in-park uses, merchandise and packaging.

    E.   Marvel represents and warrants that it is the proper party to grant the
         rights contained in this Agreement and that such grant is effective and
         binding.

                                       30


    F.   MCA agrees to defend, indemnify and hold harmless Marvel against any
         claims arising out of MCA's exploitation of the rights granted
         hereunder (including, without limitation, the operation of a Universal
         Theme Park) or use of the Marvel properties (except for those related
         to breaches in Marvel's warranties); and Marvel agrees to defend,
         indemnify and hold harmless MCA against any claim arising from Marvel's
         breach of its representations and warranties contained herein. Any
         indemnification obligation hereunder shall apply to the party
         specified, its parent or subsidiary companies, affiliates, officers,
         directors, shareholders, agents and employees (and, in the case of MCA,
         the actual MCA Corporately Related Company exploiting the rights
         granted hereunder), and shall cover any and all loss, liability,
         claims, damage and expense, including reasonable attorney's fees of the
         protected party hereunder.

    G.   Either party may terminate this agreement upon a material breach of the
         other party, subject to written notice and a reasonable opportunity to
         cure.

    H.   As used herein, an MCA "Corporately Related Company" shall mean any
         entity in which MCA has a majority interest in the voting equity
         (directly or indirectly) which operates or manages a particular
         Universal Theme

                                       31


         Park in which THE MARVEL UNIVERSE is or will be located.

    I.   As used herein, a "Marvel Related Company" shall mean any entity that
         is owned in whole by Marvel or (i) in which Marvel (or a company in
         (iii), (iv) or (v) below) has at least a 25% equity interest, (ii)
         Marvel (or a company in (iii), (iv) or (v) below) has a significant
         board representation, (iii) is a parent of Marvel, (iv) is controlled
         by an entity which (directly or indirectly) controls Marvel, or (v) is
         an "affiliate" of Marvel as defined in the 1933 Securities Act.

    J.   In the event any dispute, claim or difference arises out of this
         Agreement as to the rights and liabilities of the parties hereunder,
         the breach or invalidity of any covenants hereunder or in connection
         with the construction of this Agreement (each such event, a "Dispute"),
         the parties shall settle the Dispute by binding arbitration. Except as
         otherwise specifically provided in this Section J, the arbitration
         shall be conducted in accordance with the Commercial Arbitration Rules
         of the American Arbitration Association in effect as of the date of
         commencement of the arbitration. The arbitration shall be held in New
         York, New York, unless the parties mutually agree to have the
         arbitration held elsewhere. The arbitration panel shall have the

                                       32


         authority to order travel, as part of a proceeding, to the site of any
         Universal Theme Park or other physical location, the viewing of which
         the panel believes is useful in determining facts relevant to
         resolution of the dispute. Judgment upon the award made in any
         arbitration proceeding hereunder may be entered by any court having
         jurisdiction thereof; provided, however, that nothing contained in this
         paragraph shall be construed to limit or preclude a party from bringing
         any action in any court of competent jurisdiction in the United States
         for injunctive or other provisional relief to compel another party
         hereto to comply with its obligations under this Agreement during the
         pendency of the arbitration proceedings.

         A party may commence arbitration by giving written notice to the other
         party, which shall include the contention of the party requesting
         arbitration, the factual circumstances giving rise to the dispute, the
         provisions of the Agreement which are alleged to have been breached or
         violated and the name and address of the arbitrator the party has
         appointed from a list of arbitrators who have been pre-approved by the
         parties. The parties shall in good faith appoint arbitrators to the
         list with experience in the entertainment business and intellectual
         property rights. Within ten (10) days following receipt of such notice,
         the other party shall appoint a second

                                       33


         arbitrator from the same list and provide the name and address to the
         other party. In the event both parties appoint the same arbitrator, he
         shall be the only arbitrator to decide the Dispute. In the event each
         party appoints a different arbitrator, the parties shall appoint a
         third arbitrator from the list. If within five (5) days the parties
         cannot agree upon a third arbitrator, they shall so notify the two
         appointed arbitrators within 24 hours. Within ten (10) days of
         appointment of the second arbitrator, the two arbitrators appointed
         shall choose a third arbitrator from the list and shall notify the
         parties as to their choice. The arbitrators shall be empowered to grant
         such injunctive relief as they deem appropriate. In the event a party
         believes that expedited arbitration proceedings are necessary, such
         party may request an expedited arbitration proceeding. In such event,
         the arbitrators shall have the power to order all discovery to proceed
         on an expedited basis, the arbitration shall proceed on an expedited
         basis and the arbitrators shall render their decision within five (5)
         business days after concluding all evidentiary proceedings. Either
         party may request the arbitration panel to assess the costs of the
         arbitration and/or the prevailing party's legal fees against the party
         which loses the arbitration. The arbitrators shall exercise their
         discretion in deciding if, upon receiving such request and rendering
         their

                                       34


         decision, one party properly should be assessed the costs of the
         arbitration and/or the legal fees incurred by the prevailing party.

    K.   This Agreement shall be governed by the laws of the State of New York.

    L.   Although the parties may ultimately enter into a more formal agreement
         containing the above terms, until such occurs, the terms of this
         Agreement shall be binding on the parties.



                        [NEXT PAGE IS THE SIGNATURE PAGE]

                                       35


MCA Inc.                               Marvel Entertainment Group

By: /s/ Ron Bension                    By: /s/ William Bevins
    --------------------------             --------------------------
    Ron Bension                            William Bevins
    Chairman                               Chief Executive Officer


MCA Recreation Services

This agreement dated       March 22, 1994            .
                     --------------------------------


                                       36



FIRST AMENDMENT TO AGREEMENT BETWEEN MCA INC. ("MCA") AND MARVEL CHARACTERS,
INC. ("MARVEL") dated this 29th day of September, 1995.

         THE BACKGROUND OF THIS AGREEMENT IS AS FOLLOWS:

         A. As of March 22, 1994 MCA and Marvel Entertainment Group, Inc.
("MEG") entered into an agreement pursuant to which Marvel granted specified
rights to MCA for use of Marvel's Characters in MCA theme parks (the
"Agreement").

         B. As of September, 1995, MEG assigned all of its right, title and
interest in and to Marvel's characters, including its interest in the Agreement,
to Marvel.

         C. The parties have agreed to amend the Agreement as set forth herein.

         Now therefore, for good and valuable consideration paid by each to the
other, the parties hereto agree as follows:

         1. MCA hereby guarantees to Marvel the payment of the annual license
fee described in Section V(A) for a period of ten (10) years beginning January
1, 1999. Such sums shall be paid to Marvel as and when due under Section V(A) of
the Agreement.

         2. MCA hereby guarantees to Marvel that the $*** annual merchandise
minimum royalty described in Section V(C) of the Agreement will be paid for a
minimum of 10 years beginning at the earlier of (i) the date that the second
gate is open or (ii) July 1, 2000. On or before December 31, 1995 MCA shall pay
to Marvel the sum of $*** in payment of the guaranteed payments described in
this paragraph 2. No CPI increase shall be applicable to the base royalty
payment of $*** per year during the first 10 years of such payments, but
starting with the 11th year the base of $*** shall be adjusted using the CPI for
December 31, 1998 as the base, so that the minimum for the 11th year shall be
$*** multiplied by a fraction of the numerator of which is the CPI in effect for
the immediately preceding year and the denominator shall be the 1998 CPI. Each
year during the first 10 years when payments are due under Section V(C) of the
Agreement, MCA will pay excess royalties, if any, due to Marvel based on a $***
base.

         3. All defined terms used herein shall have the meaning ascribed to
them in the Agreement unless otherwise noted herein. Except as set forth above,
the Agreement shall remain in full force and effect unmodified except by the
terms of this First Amendment.

         4. This document may be signed in counterparts.



In witness whereof the parties have executed this First Amendment to Agreement,
as of the day and year first above written.

MCA, INC.

BY: /s/ Ronald Bension
    -----------------------------
MARVEL CHARACTERS, INC.

BY: /s/
    -----------------------------

Marvel Entertainment Group, Inc. hereby joins in this First Amendment to
Agreement for the purpose of acknowledging the assignment of its rights under
the Agreement to Marvel Characters, Inc.; and Marvel Entertainment Group, Inc.
hereby authorizes and directs MCA, Inc. to make all payments due hereunder, as
well as future payments due under the Agreement, to Marvel Characters, Inc.

MARVEL ENTERTAINMENT GROUP, INC.

BY: /s/ Paul E. Shapiro
    -----------------------------
    Executive Vice-President

EX-12.1

Exhibit 12.1

Fixed Charges

				Fiscal year ended								Six Months Ended				Fiscal year ended												Nine months ended
(dollars in thousands)				June 27, 1998				July 3, 1999				Jan 1, 2000				Dec 30, 2000				Dec 29, 2001				Dec 28, 2002				September 28, 2002				September 27, 2003
Earnings
Net income (loss)				$	71,374			$	86,320			$	3,776			$	(90,486	)		$	(87,302	)		$	(51,752	)		$	(33,250	)		$	(32,620	)
Loss (income) from joint ventures					946				274				277				(817	)			(767	)			(1,565	)			(1,472	)			(1,654	)
Fixed charges					18,345				19,509				15,237				138,215				116,599				93,146				72,430				88,336
Amortization of capitalized interest					316				316				420				6,436				6,637				6,579				4,934				4,947
Distributions from joint ventures					—				—				—				1,528				1,631				2,122				1,661				1,877
Capitalized interest					(1,166	)			(804	)			(195	)			(2,282	)			(198	)			(148	)			—				(1,665	)
Earnings before fixed charges				$	89,815			$	105,615			$	19,515			$	52,594			$	36,600			$	48,382			$	44,303			$	59,221
Fixed charges
Net interest expense				$	16,835			$	18,305			$	14,842			$	135,085			$	115,549			$	92,150			$	71,791			$	86,035
Capitalized interest					1,166				804				195				2,282				198				148				—				1,665
Interest implicit in rentals					344				400				200				848				852				848				639				636
Total fixed charges				$	18,345			$	19,509			$	15,237			$	138,215			$	116,599			$	93,146			$	72,430			$	88,336
Ratio of earnings to fixed charges					4.9	x			5.4	x			1.3	x			—				—				—				—				—
Deficiency of earnings to cover fixed charges				$	—			$	—			$	—			$	85,621			$	79,999			$	44,764			$	28,127			$	29,115

EX-23.1

Exhibit 23.1

Consent of Independent Certified Public Accountants

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated September 3, 2003 (except Note 14, as to which the date is October 8, 2003), in Amendment No. 3 to the Registration Statement (Form S-4) and related Prospectus of Universal City Development Partners, Ltd. for the registration of $500,000,000 11¾% Senior Notes due 2010.

/s/ Ernst & Young LLP

Orlando, Florida
November 19, 2003