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                                                                     EXHIBIT 4.9


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

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                  Pursuant to Sections 242, 245 and 303 of the
                General Corporation Law of the State of Delaware


      The undersigned, Stefano M. Miele, certifies that he is the Vice President
and Secretary of __________________, a corporation organized and existing under
the laws of the State of Delaware, and does hereby further certify as follows:

      1. The name of the corporation is _________________ (the "Corporation").
The name of the Corporation at the time of its incorporation was _____________.
The Certificate of Incorporation of the Corporation, as subsequently amended,
was filed in the office of the Secretary of State of the State of Delaware on
November 29, 1990.

      2. On January 18, 2000, the Corporation filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware (the "Court"). On April 3,
2002, the Court issued an order (Docket No. 4475) (the "Order") confirming the
Corporation's plan of reorganization and directing the Corporation to amend and
restate its Certificate of Incorporation as set forth herein.

      3. Pursuant to the Order and to Section 303 of the General Corporation Law
of the State of Delaware, this Amended and Restated Certificate of Incorporation
restates, integrates and further amends the Certificate of Incorporation of the
Corporation, as heretofore amended or supplemented.

      4.    This Amended and Restated Certificate of Incorporation shall
be effective at 12:36 p.m. Eastern Daylight Time on May 13, 2002 (the
"Effective Time").

      The text of the Certificate of Incorporation of the Corporation, as
heretofore amended, is further amended and restated in its entirety as follows:

      FIRST: The name of the Corporation is __________________ (hereinafter the
"Corporation").

      SECOND: The address of the registered office of the Corporation in the
State of Delaware is __________________, ___________________, city of
_____________, county of ___________, zip code ______, and the name of the
registered agent of the Corporation at such address is ______________________.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law").
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      FOURTH: The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is One Thousand (1,000) shares of
common stock, par value $.01 per share ("Common Stock"). Except as otherwise
provided by law, the shares of Common Stock may be issued for such consideration
and for such corporate purposes as the Board of Directors of the Corporation
(the "Board of Directors") may from time to time determine. The Corporation is
prohibited from issuing non-voting equity securities.

      Upon the dissolution or liquidation of the Corporation, whether voluntary
or involuntary, and subject to the rights of the holders of preferred stock, if
any, holders of Common Stock will be entitled to receive all assets of the
Corporation available for distribution to its stockholders.

      FIFTH: The following provisions are included for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

      (1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

      (2) In furtherance of, and not in limitation of, the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend,
change, add to or repeal the By-laws of the Corporation.

      (3) The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the By-laws. Election of directors
need not be by written ballot unless the By-laws so provide.

      (4) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the Board of Directors is hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the
statutes of the State of Delaware, this Amended and Restated Certificate of
Incorporation and any By-laws adopted by the stockholders; provided, however,
that no By-laws thereafter adopted by the stockholders shall invalidate any
prior act of the directors which would have been valid if such By-laws had not
been adopted.

      SIXTH: The Corporation eliminates the personal liability of each member of
its Board of Directors to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
shall not eliminate the liability of a director:

      (i) for any breach of such director's duty of loyalty to the Corporation
or its stockholders,

      (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law,

      (iii) under Section 174 of Title 8 of the Delaware Code, or


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      (iv) for any transaction from which such director derived an improper
personal benefit.

      SEVENTH:

      (1) Right to Indemnification and Advancement of Expenses.

      Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, partner or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans (hereinafter an "Indemnitee"), whether or not
the basis of such proceeding is alleged action in an official capacity while
serving as a director, officer, employee, partner or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including reasonable attorneys' fees, judgments,
fines, taxes or penalties and amount paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith and such indemnification
shall continue as to an Indemnitee who has ceased to be a director, officer,
employee, partner or agent and shall inure to the benefit of the Indemnitee's
heirs, executors and administrators; provided, however, that except as provided
in Section 2 of this Article SEVENTH with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such Indemnitee
in connection with a proceeding (or part thereof) initiated by such Indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors. The right to indemnification conferred in this Article SEVENTH shall
be a contract right and shall include the right to be paid by the Corporation
the reasonable expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law so requires, an
advancement of expenses incurred by an Indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such Indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such Indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise (hereinafter
an "undertaking").

      (2) Right of Indemnitee to Bring Suit.

      If a claim under Section 1 of this Article SEVENTH is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be


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twenty (20) days, the Indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking the
Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In:

      (i)   any suit brought by the Indemnitee to enforce a right to
            indemnification hereunder (but not in a suit brought by the
            Indemnitee to enforce a right to an advancement of expenses), it
            shall be a defense that, and

      (ii)  any suit by the Corporation to recover an advancement of expenses
            pursuant to the terms of an undertaking the Corporation shall be
            entitled to recover such expenses upon a final adjudication that,

the Indemnitee has not met the applicable standard of conduct set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct, or in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified or to such advancement of expenses
under this Section 2 of this Article SEVENTH or otherwise shall be on the
Corporation.

      (3)   Non-Exclusivity of Rights.

      The rights to indemnification and to the advancement of expenses conferred
in this Article SEVENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under this Amended and Restated Certificate
of Incorporation or any statute, By-laws, contract or agreement, vote of
stockholders or disinterested directors or otherwise.

      (4)   Insurance.

      The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.


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      (5)   Indemnification of Agents of the Corporation.

      The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses, to any agent of the Corporation to the fullest extent of the
provisions of this Article SEVENTH with respect to the indemnification and
advancement of expenses of directors, officers and employees of the Corporation.

      (6)   Continuation of Rights.

      Any repeal or modification of the foregoing provisions of this Article
SEVENTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.

      EIGHTH: The Corporation shall have the right, subject to any express
provisions or restrictions contained in this Amended and Restated Certificate of
Incorporation or the By-laws of the Corporation, from time to time to amend this
Amended and Restated Certificate of Incorporation or any provisions thereof in
any manner now or hereafter provided by law, and all right and powers at any
time conferred upon the directors or stockholders of the Corporation by this
Amended and Restated Certificate of Incorporation or any amendment thereof are
granted subject to such right of the Corporation.


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      IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been executed by the duly authorized officer of _______________ on this ___
day of May, 2002.

                                    [CORPORATION NAME]

                                    By:
                                       ---------------------------------
                                          Stefano M. Miele
                                          Vice President and Secretary


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