Exhibit 3.2

FIRST AMENDMENT TO THE SECOND AMENDED
AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF
UNIVERSAL CITY FLORIDA HOLDING CO. I

This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP OF UNIVERSAL CITY FLORIDA HOLDING CO. I (this “Amendment”) is made and entered into as of December 9, 2004, by and between BLACKSTONE UTP CAPITAL LLC, a Delaware limited liability company (“Blackstone UTP”), BLACKSTONE UTP CAPITAL A LLC, a Delaware limited liability company (“Blackstone UTP A”), BLACKSTONE UTP OFFSHORE CAPITAL LLC, a Delaware limited liability company (“Blackstone Offshore”), and BLACKSTONE FAMILY MEDIA LLC, a Delaware limited liability company (“Blackstone Family” and, together with Blackstone Offshore, Blackstone UTP A, Blackstone UTP, collectively, the “Blackstone Entities” and individually, each a “Blackstone Entity”) and UNIVERSAL CITY PROPERTY MANAGEMENT II LLC, a Delaware limited liability company, (“UniCo”), an indirect majority owned subsidiary of Universal Studios, Inc., a Delaware corporation (“Universal Parent”).

WHEREAS, UniCo is the successor-in-interest to Universal City Property Management Company; and

WHEREAS, the Blackstone Entities and UniCo desire to amend the Second Amended and Restated Agreement of General Partnership of Universal City Florida Holding Co. I (the “Partnership Agreement”); and

WHEREAS, as of the date hereof, (i) Blackstone UTP Capital Partners L.P., a Delaware limited partnership (“Blackstone Capital Partners”) will contribute its interests in the Partnership to Blackstone UTP, (ii) Blackstone UTP Capital Partners A L.P., a Delaware limited partnership (“Blackstone Capital Partners A”) will contribute its interests in the Partnership to Blackstone UTP A, (iii) Blackstone UTP Offshore Capital Partners L.P., a Cayman Islands exempted limited partnership (“Blackstone Offshore Partners”) will contribute its interests in the Partnership to Blackstone Offshore, and (iv) Blackstone Family Media Partnership III L.P., a Delaware limited partnership (“Blackstone Family Partners” and, together with Blackstone Offshore Partners, Blackstone Capital Partners A and Blackstone Capital Partners, collectively, the “Original Blackstone Entities”) will contribute its interests in the Partnership to Blackstone Family (collectively, the “Contributions”); and

WHEREAS, the Contributions shall be structured to be disregarded for U.S. federal income tax purposes, and the Blackstone Entities shall be disregarded entities for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes).

NOW, THEREFORE, it is agreed by and between the parties hereto as follows:

1.     Words and phrases which are introduced by initial capitals and which are not otherwise defined in this Amendment shall have the same meaning as in the Partnership Agreement.

2.     The Partnership Agreement shall be amended such that each reference to “Blackstone Partners” in the Partnership Agreement shall be deleted and be replaced by the phrase “Blackstone Entities.”

3.     Section 6 of the Partnership Agreement shall be deleted in its entirety and amended to read as follows:

6.             References.  To the extent appropriate for U.S. federal income tax purposes (as well as for analogous state or local tax purposes), references in this Agreement to a person that is disregarded as an entity separate from its owner for such tax purposes shall be deemed to refer to such owner.

4.     Section 7 of the Partnership Agreement shall be deleted in its entirety and amended to read as follows:

7.             Loan Arrangements.  Pursuant to (a) the Amended and Restated Credit Agreement, dated as of November 5, 1999, as amended as of July 25, 2000, December 19, 2001, March 28, 2002, March 28, 2003 and as of December 9, 2004 (the “Term Credit Agreement”) and (b) the Credit Agreement, dated as of March 28, 2003, as amended as of December 9, 2004 (the “Revolving Credit Agreement” and together with the Term Credit Agreement, the “Credit Agreement”), each among Universal City Development Partners, Ltd. (“UCDP”), the banks listed therein and JPMorgan Chase Bank, as administrative agent and collateral agent, HII as general partner of UCDP, as debtor, is subject to certain obligations and restrictions.  If the HII causes UCDP to enter into loan arrangements which are different than the Credit Agreement, the Partners agree to act reasonably to modify those provisions of this Agreement which were drafted to reflect the Credit Agreement so as to reflect such loan arrangements.

5.     Section 11 of the Partnership Agreement shall be amended to (a) delete the reference to “Blackstone UTP A” and replace it with a reference to “Blackstone Capital Partners A,” (b) delete the reference to “Blackstone UTP” and replace it with a reference to “Blackstone Capital Partners” and (c) delete the second and third sentences in their entirety and insert the following sentences in their place, “The Blackstone Representatives are Howard A. Lipson, David A. Stonehill and Jon M. Barnwell.  The Universal Representatives are Thomas L. Williams, Michael Corcoran and John Sprouls.”

6.     Section 11 of the Partnership Agreement shall be further amended to add the following language at the end of that Section:

“The Representatives shall have the authority to appoint and terminate officers of the Partnership and retain and terminate employees, agents and consultants of the Partnership and to delegate such duties to any such officers, employees, agents and consultants as the Representatives deem appropriate, including the power, acting individually or jointly, to represent and bind the Partnership in all matters, in accordance with the scope of their respective duties.”

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7.     Subsection 19(b) of the Partnership Agreement shall be amended to add the following phrase at the beginning of that subsection:

“Subject to Section 1.7(a) of the Transaction Agreement, dated as of December 9, 2004, between the Original Blackstone Entities, USI Entertainment Inc., Vivendi Universal Entertainment LLLP, Universal Studios, Inc., NBC Universal, Inc., the Partnership and HII (the “Transaction Agreement”),”

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