Exhibit 3.7


                             AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                                   [Company]


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

                  SECOND: The address of the registered office of the
         Corporation is Corporation Trust Center, 1209 Orange Street, in the
         city of Wilmington, County of New Castle. The name of its registered
         agent at that address is The Corporation Trust Company.

                  THIRD: 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 the State of Delaware as set forth in
         Title 8 of the Delaware Code.

                  FOURTH: 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).

                  FIFTH: The Corporation's Board of Directors shall consist of
         one or more director(s).

                  SIXTH: The Corporation reserves the right from time to time
         to amend or repeal any provision in this Certificate of
         Incorporation, and any other provision authorized by the laws of the
         State of Delaware at the time in force may be added or inserted, in
         the manner now or hereafter prescribed by law; and all rights,
         preferences and privileges conferred upon stockholders, directors or
         any other person by and pursuant to this Certificate of Incorporation
         in its present form or as hereafter amended are granted subject to
         the right reserved in this Article.

                  SEVENTH: Meetings of stockholders may be held within or
         without the State of Delaware as the By-laws may provide. The books
         of the Corporation may be kept (subject to any statutory provision)
         outside the State of Delaware at such place or places as may be
         designated from time to time by the Board of Directors or in the
         By-laws.