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:
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S-4/A Filing
Universal City Development Partners Inactive S-4/ARegistration of securities issued in business combination transactions (amended)
Filed: 19 Nov 03, 12:00am