Exhibit 3.5


                                   RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                   [Company]

                  FIRST: The name of the corporation is [Company]
         (hereinafter, the "Corporation").

                  SECOND: The purpose of the Corporation is to engage in any
         lawful act or activity for which a corporation may be organized under
         the General Corporation Law of California other than the banking
         business, the trust company business or the practice of a profession
         permitted to be incorporated by the California Corporations Code.

                  THIRD: The total number of shares of stock which the
         Corporation shall have authority to issue is One Thousand (1,000)
         shares of Common Stock, each having a par value of one cent ($0.01).

                  FOURTH: The members of the Corporation's Board of Directors
         shall not take any action for or on behalf of the Corporation in
         their capacity as directors of the Corporation without the prior
         express written consent of the holders of a majority of the
         outstanding shares of capital stock of the Corporation.