1262449--3/31/2006--UNIVERSAL_CITY_DEVELOPMENT_PARTNERS

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{condition, economic, financial}

{debt, indebtedness, cash}

{acquisition, growth, future}

{stock, price, operating}

{operation, natural, condition}

{product, candidate, development}

{customer, product, revenue}

{cost, contract, operation}

{personnel, key, retain}

Attendance at our theme parks is influenced by general economic and other conditions. Our business is largely dependent on air travel. We are subject to the risks inherent in deriving substantially all of our revenue from one location. The United States is currently engaged in military operations in Iraq and elsewhere, which could drive up the price of gas and air travel and increase the chance of another terrorist attack in the United States, each of which would have a negative impact on attendance at our theme parks. Loss of key distribution channels for pass sales may reduce our revenues. The theme park industry competes with numerous vacation and entertainment alternatives; the Orlando theme park market is extremely competitive. There is the risk of accidents occurring at theme parks, which may create negative publicity which may reduce attendance. We may not be able to adequately protect our right to use the intellectual property of the themed elements of our rides and attractions, which may require us to re-theme certain rides and attractions. The loss of key personnel could hurt our operations. Our business is seasonal and bad weather can adversely impact attendance at our theme parks. Our ability to refinance our debt obligations could be adversely impacted by the Consultant s right, starting in June 2010, 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 parks and any comparable projects. Our debt agreements contain restrictions that limit our flexibility in operating the business. If the equity holders of Holding I and Holding II that are controlled by Blackstone default on certain indebtedness, Blackstone s equity interests in Holding I and Holding II will be subject to foreclosure. We may not be able to refinance or repay in full our notes by 2010 when they mature and if we are unable to refinance or repay in full our notes prior to December 1, 2009, then our amended and restated senior secured credit agreement will also mature and our subsidiaries may be forced to take other actions to satisfy their obligations under such indebtedness, which may not be successful. Risks related to the right of first refusal agreement between our partners. Our dependence on Universal Studios, Inc. and its affiliates; risks related to a change of control. Potential deadlock between the partners of our general partner could prevent us from executing certain aspects of our business strategy. Blackstone and Vivendi Universal Entertainment control us and may have conflicts of interest with us or you in the future.

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1262449--3/31/2006--UNIVERSAL_CITY_DEVELOPMENT_PARTNERS_LTD