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- S-4 Registration of securities issued in business combination transactions
- 3.1 Amended and Restated Agreement of Limited Partnership
- 3.2 First Amendment to the Amended and Restated Agreement of Limited Partnership
- 3.3 Second Amendment to the Amended and Restated Agreement of Limited Partnership
- 3.4 Third Amendment to the Amended and Restated Agreement of Limited Partnership
- 3.5 Articles of Incorpotation of Ucdp Finance, Inc.
- 3.6 Bylaws of Ucdp Finance, Inc.
- 4.1 Indenture Relating to the 8 7/8% Senior Notes
- 4.2 Indenture Relating to the 10 7/8% Senior Subordinated Notes
- 4.3 Registration Rights Agreement Relating to the 8 7/8% Senior Notes
- 4.4 Registration Rights Agreement Relating to the 10 7/8% Senior Subordinated Notes
- 4.5 Subordination Agreement Relating to the 8 7/8% Senior Notes
- 4.6 Subordination Agreement Relating to the 10 7/8% Senior Subordinated Notes
- 10.1 Advisory Services Agreement
- 10.2 License Agreement Dated As of March 28, 2002
- 10.3 First Amendment to the License Agreement
- 10.4 Joinder Agreement
- 10.5 License Agreement Dated As of May 25, 2007
- 10.6 Ucf Hotel Venture Ground Lease
- 10.7 First Amendment to Ucf Hotel Venture Ground Lease
- 10.8 Second Amendment to Ucf Hotel Venture Ground Lease
- 10.9 Amendment to Ucf Hotel Venture Ground Lease
- 10.10 Third Amendment to Ucf Hotel Venture Ground Lease
- 10.11 Universal Orlando Long-term Growth Plan
- 10.12 Ucdp, LP Variable Deferred Compensation Plan for Executives
- 10.13 Amendment to Ucdp, LTD. Variable Deferred Compensation Plan for Executives
- 10.14 Amended and Restated POST-2004 Ucdp, LTD. Variable Deferred Comp. Plan
- 10.15 Universal Orlando 401(K) Retirement Plan
- 10.16 Amendment Number One to Universal Orlando 401(K) Retirement Plan
- 10.17 the Schwabplan Directed Employee Benefit Trust Agreement
- 10.18 Employment Agreement Between Vivendi Universal Entertainment and John R. Sprouls
- 10.19 Amendment to Employment Agreement of John R. Sprouls Dated January 29, 2009
- 10.20 Amendment to Employment Agreement of John R. Sprouls Dated November 11, 2009
- 10.21 Employment Agreement Between Ucdp, LTD. and Richard T. Florell
- 10.22 Employment Agreement Between Ucdp, LTD. and William A. Davis
- 10.23 Employment Agreement Option Letter of William A. Davis Dated May 22, 2008
- 10.24 Employment Agreement Between Ucdp, LTD. and Tracey L. Stockwell
- 10.25 Amendment to Employment Agreement of Tracey L. Stockwell Dated January 23, 2007
- 10.26 Employment Agreement Option Letter of Tracey L. Stockwell
- 10.27 Employment Agreement Between Ucdp, LTD. and Peter C. Giacalone
- 10.28 Employment Agreement Between Ucdp, LTD. and Alice A. Norsworthy
- 10.29 Employment Agreement Between Ucdp, LTD. and Catherine A. Roth
- 10.30 Form of Universal Orlando Employment Agreement
- 10.31 Ge 1990 Long-term Incentive Plan
- 10.32 Ge 2007 Long-term Incentive Plan
- 10.33 Ge Stock Option Grant Agreement Dated July 15, 2004
- 10.34 Ge Restricted Stock Unit Grant Agreement Dated July 15, 2004
- 10.35 Ge Stock Option Grant Agreement Dated April 21, 2006
- 10.36 Ge Restricted Stock Unit Grant Agreement Dated April 21, 2006
- 10.37 2007 Ge Stock Option Grant Agreement
- 10.38 2007 Ge Restricted Stock Unit Grant Agreement
- 10.39 2008 Ge Stock Option Grant Agreement
- 10.40 2008 Ge Restricted Stock Unit Grant Agreement
- 10.41 2009 Ge Stock Option Grant Agreement
- 10.42 2009 Ge Supplemental Stock Option Grant Agreement
- 10.43 Universal Orlando Annual Incentive Plan
- 10.44 Agreement of Limited Partnership of Jb/universal City Restaurant Partners, L.P.
- 10.45 Amendment No. 1 to Agreement of Limited Partnership
- 10.46 Amendment No. 2 to Agreement of Limited Partnership
- 10.47 Amendment No. 3 to Agreement of Limited Partnership
- 10.48 Refunding Cooperation Agreement
- 10.49 Consultant Agreement
- 10.50 Amendment Dated February 5, 2001 to the Consultant Agreement
- 10.51 Letter Agreement Dated July 15, 2003
- 10.52 Amendment Dated October 18, 2009 to the Consultant Agreement
- 10.53 Indemnity Agreement
- 10.54 Formal Agreement Between DR. Seuss Enterprises, L.P. and Mca Inc.
- 10.55 First Amendment to Formal Agreement
- 10.56 Second Amendment to Formal Agreement
- 10.57 Marvel Agreement Between Mca Inc. and Marvel Entertainment Group
- 10.58 First Amendment to Marvel Agreement
- 10.59 Amended and Restated Credit Agreement Dated As of November 6, 2009
- 10.60 Intercreditor Agreement
- 10.61 Amended and Restated Credit Agreement Dated As of December 9, 2004
- 10.62 Transaction Agreement
- 10.63 Capital Contribution Agreement
- 12.1 Computation of Ratios of Earnings to Fixed Charges
- 14.1 Universal City Development Partners, LTD and Ucdp Finance, Inc. Code of Conduct
- 14.2 General Electric Company Code of Conduct
- 21.1 List of Subsidiaries of Universal City Development Partners, LTD & Ucdp Finance
- 23.1 Consent of Ernst & Young LLP
- 25.1 Form T-1 with Respect to the Senior Notes Indenture
- 25.2 Form T-1 with Respect to the Senior Subordinated Notes Indenture
- 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 Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 6 Aug 10 Registration of securities issued in business combination transactions (amended)
- 30 Apr 10 Registration of securities issued in business combination transactions (amended)
- 19 Mar 10 Registration of securities issued in business combination transactions (amended)
- 20 Jan 10 Registration of securities issued in business combination transactions
- 18 Dec 03 Registration of securities issued in business combination transactions (amended)
- 19 Nov 03 Registration of securities issued in business combination transactions (amended)
- 31 Oct 03 Registration of securities issued in business combination transactions (amended)
Exhibit 3.5
ARTICLES OF INCORPORATION
OF
UCDP FINANCE, INC.
The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Florida Business Corporation Act, hereby certifies that:
1. Name. The name of the corporation shall be UCDP Finance, Inc.
2. Principal Office. The principal place of business and the mailing address of the corporation are 1000 Universal Studios Plaza, Orlando, Florida 32819.
3. Purpose. The purpose for which the corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Florida Business Corporation Act.
4. Shares. The total number of shares of capital stock that this corporation is authorized to issue is 1,000 shares of common stock, without par value.
5. Registered Agent. The name and street address of the registered agent in the State of Florida are CT Corporation System, 1200 South Pine Island Road Plantation, FL 33324.
6. Incorporator. The name and address of the incorporator is Robert J. Gronek, c/o Gronek & Latham, LLP, 390 N. Orange Avenue, Suite 600, Orlando, Florida 32801.
7. Vacancy on Board of Directors. In the event a vacancy occurs in the board of directors of the corporation, including a vacancy from an increase in the number of directors, such vacancy may be filled only by the shareholders of the corporation.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation at Orlando, Florida, this 12th day of March, 2003.
/s/ Robert J. Gronek |
Robert J. Gronek, |
Incorporator |
ACKNOWLEDGMENT
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was acknowledged before me this 12th day of March, 2003, by ROBERT J. GRONEK, as incorporator, who is personally known to me.
/s/ Pamela S. Hanna |
NOTARY PUBLIC
ACCEPTANCE BY REGISTERED AGENT
The undersigned, CT CORPORATION SYSTEM, as registered agent appointed in accordance with the foregoing Articles of Incorporation, does hereby accept such appointment, and does hereby state that it is familiar with, and accepts, the obligations imposed pursuant to (Section) 607.0501 and (Section) 607.0505 of the Florida Business Corporation Act.
By: | /s/ Barbara A. Burke | |
CT CORPORATION SYSTEM |