<PAGE>

                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                            OF THE SECOND AMENDED AND
                    RESTATED CERTIFICATE OF INCORPORATION OF
                              L Q CORPORATION, INC.

         L Q Corporation, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of L Q Corporation,
Inc., resolutions were duly adopted setting forth a proposed amendment of the
Second Amended and Restated Certificate of Incorporation of the corporation, and
declaring that such amendment is advisable and that such amendment should be
submitted to the stockholders of the corporation for approval. The resolution
setting forth the proposed amendment is as follows:

         RESOLVED, that numbered Paragraph 1 of Article IX of the Second Amended
and Restated Certificate of Incorporation be deleted and replaced with the
following:
         The number of directors which shall constitute the whole Board of
         Directors of the corporation shall be determined in the Second Amended
         and Restated Bylaws of the corporation (the "RESTATED BYLAWS") as
         provided therein. The directors of the corporation shall be elected by
         the stockholders entitled to vote thereon at each annual meeting of
         stockholders and shall hold office until their respective successors
         shall have been elected and qualified, subject, however, to their
         earlier death, resignation, retirement, disqualification or removal
         from office. The term of office of each director in office immediately
         after the 2004 annual meeting of stockholders shall expire at the next
         annual meeting of stockholders of the corporation.

         SECOND: Thereafter, pursuant to resolutions of the corporation's Board
of Directors, the amendment was submitted to the stockholders of the corporation
for approval at a meeting of stockholders, and such meeting was called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware. The necessary number of shares as required by statute were
voted in favor of the amendment.

         THIRD: The said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by William J. Fox, its President and Chief Executive Officer, and by
Melvyn Brunt, its Chief Financial Officer, as of this 22nd day of December,
2004.

                                       L Q CORPORATION, INC.

                                       By: /s/ William J. Fox
                                           -------------------------------------
                                           William J. Fox
                                           President and Chief Executive Officer

Attest:

/s/ Melvyn Brunt
-----------------------
Melvyn Brunt
Chief Financial Officer