Exhibit 3.5
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Form BCA-2.10 | | ARTICLES OF INCORPORATION | | |
(Rev. Jan 1991) George H. Ryan Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782 - 6961 | |  | | SUBMIT IN DUPLICATE |
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A’s check or money order, payable to “Secretary of State.” | | | This space for use by Secretary of State Date 11-25-91 |
| | Franchise Tax | | $ 25 |
| | Filling Fee | | $ 75 |
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| | | | | 100 |
| | | Approved: TD. |
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1. | | CORPORATE NAME: | | Gateway Eastern Railway Company  |
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| | (The corporate name must contain the word “corporation”, “ company”, “incorporated”, “limited” or an abbreviation thereof.) |
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2. | | Initial Registered Agent: | | | Debora | | | | J. | | | | Choate | |
| | | | | First Name | | | | Middle Initial | | | | Last Name | |
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| | Initial Registered Office: | | | 6 | | | | W. Hubbard Street | | | | 500 | |
| | | | | Number | | | | Street | | | | State # | |
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| | | | | Chicago | | | | 60610 | | | | Cook | |
| | | | | City | | | | Zip Code | | | | County | |
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3. | | Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.) The transaction of any or all lawful business for which corporations may be organized under the Illinois Business Corporation Act of 1983, as amended. |
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4. | | Paragraph 1: Authorized Shares, Issued Shares and Consideration Received: |
| | Class | | Par Value per Share | | Number of Shares Authorized | | Number of Shares Proposed to be Issued | | Consideration to be Received Therefor |
| | Common | | $ None | | 1,000,000 | | 1,000 | | $1,000 |
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| | | | | | | | TOTAL | | $1,000 |
Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:
(if not sufficient space to cover this point add one or more sheets of this size.)
Cumulative voting shall be denied.
Preemptive rights shall be denied
(over)
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5. | | OPTIONAL: | | (a) | | Number of directors constituting the initial board of directors of the corporation: |
| | | | (b) | | Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and quality: |
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| | | | | | Name | | Residential Address |
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6. | | OPTIONAL: | | (a) | | It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be: | | $ |
| | | | (b) | | It is estimated that the value of the property to be located within the State of Illinois during the following year will be: | | $ |
| | | | (c) | | It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be: | | $ |
| | | | (d) | | It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be: | | $ |
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7. | | | OPTIONAL: | | | OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc. |
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8. | | NAME(S) & ADDRESS(ES) OF INCORPORATOR(S) |
The undersigned incorporator(s) hereby declare(s), under penalties of perjury that the statements made in the foregoing Articles of Incorporation are true.
Dated November 22 , 1991
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Signature and Name | | Address |
1. | |  | | 1. | | 6 W. Hubbard St., Suite 500 |
| | Signature | | | | Street |
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| | Debora J. Choate | | | | Chicago IL 60610 |
| | (Type or Print Name) | | | | City/Town State Zip Code |
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2. | | | | 2. | | |
| | Signature | | | | Street |
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| | (Type or Print Name) | | 3. | | City/Town State Zip Code |
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3. | | | | | | |
| | Signature | | | | Street |
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| | (Type or Print Name) | | | | City/Town State Zip Code |
(Signatures must be in ink on original document Carbon copy photocopy or rubber stamp signatures may only be used on conformed copies.) NOTE: If a corporation act as incorporator. the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice President and verified by him and attested by its Secretary or Assistant Secretary. |
FEE SCHEDULE
| • | | The initial franchise lax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25 and a maximum of $1,000,000. |
| • | | The minimum total due (franchise tax + filing fee) is $100 (Applies when the Consideration to be Received as set forth in item 4 does not exceed $16,667) |
| • | | The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary. |
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Illinois Secretary of State | | Springfield. IL 62756 | | |
Department of Business Services | | Telephone (217) 782-6961 | | |
C-162.12