Exhibit 3.1

SECOND AMENDED AND RESTATED AGREEMENT

OF GENERAL PARTNERSHIP OF

UNIVERSAL CITY FLORIDA HOLDING CO. I

TABLE OF CONTENTS

i

ii

GLOSSARY OF DEFINED TERMS

iii

iv

SECOND AMENDED AND RESTATED AGREEMENT
OF GENERAL PARTNERSHIP OF
UNIVERSAL CITY FLORIDA HOLDING CO. I

THIS AGREEMENT (the “Agreement”) is made and entered into as of July 27, 2000, by and between BLACKSTONE UTP CAPITAL PARTNERS L.P., a Delaware limited partnership (“Blackstone UTP”), BLACKSTONE UTP CAPITAL PARTNERS A  L.P., a Delaware limited  partnership (“Blackstone UTP A”), BLACKSTONE UTP OFFSHORE CAPITAL PARTNERS L.P., a Cayman Islands exempted limited partnership (“Blackstone Offshore”), and BLACKSTONE FAMILY MEDIA PARTNERSHIP III L.P., a Delaware limited partnership (“Blackstone FMP” and, together with Blackstone Offshore, Blackstone UTP A, and Blackstone UTP, collectively, the “Blackstone Partners” and individually, a “Blackstone Partner”)  and UNIVERSAL CITY PROPERTY MANAGEMENT COMPANY, a Delaware corporation, hereinafter referred to as “UniCo,” a wholly owned subsidiary of Universal Studios, Inc. (“Universal Parent”).

W  I  T  N  E  S  S  E  T  H

WHEREAS, Universal Parent is a diversified international company engaged in the production and distribution of theatrical motion pictures and television product, nontheatrical film activities, merchandising and publishing of film properties, other business activities, and operation of the Universal Studios Tour in Los Angeles, California (the “Original Tour”); and

WHEREAS, the Blackstone Partners have been organized for the purpose of acquiring the partnership interests of Rank Orlando II, Inc. (“Rank”) in Universal City Holding Co. II (“HII”) and of Rank Orlando, Inc. (“Rank I”) in Universal City Florida Holding Co. I (the “Partnership”); and

WHEREAS, the Blackstone Partners are affiliates of  Blackstone Capital Partners III Merchant Banking Fund, L.P. and its affiliates (“Blackstone Parent”); and

WHEREAS, on May 19, 2000, Rank America, Inc. (“Rank America”), Rank, Rank I and Blackstone USE Acquisition Company, L.L.C. (“Blackstone USE”), entered into a Purchase Agreement (the “Purchase Agreement”) providing for the purchase on the closing date thereunder by Blackstone USE of  Rank’s 50% partnership interest in  this Partnership and Rank I’s 50% interest in HII;

WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of the date hereof, Blackstone USE assigned its rights to the Blackstone Partners under the Purchase Agreement;

WHEREAS, the execution and deliver of this Amended and Restated Agreement of General Partnership by the parties hereto is a condition to the obligations of the parties under the Purchase Agreement; and

WHEREAS, Rank and Rank I are indirect wholly owned subsidiaries of Rank Leisure Holdings Plc (“Rank Parent”); and

WHEREAS, affiliates of Rank Parent and Universal Parent have owned a pro