1 Form BCA-55 Box 4024 File 769-6 ----- ------ ================================================================================ ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION of STANDARD AUTO PARK, INC. ----------------------------------- FILE IN DUPLICATE Filing Fee $25.00 Filing Fee for Re-Stated Articles $100.00 ================================================================================ 2 EXPEDITED SECRETARY OF STATE MAR 18 EXP. FEES 25.00 ------ COPY CERT. 10.00 ------ [SEAL] STATE OF ILLINOIS Office of the Secretary of State I hereby certify that this is a true and correct copy, consisting of five pages, as taken from the original on file in this office. /s/ George H. Ryan GEORGE H. RYAN SECRETARY OF STATE DATED: March 18, 1998 --------------- BY: /s/ Julie Jaeger ----------------- 3 FORM B BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF. (THESE ARTICLES MUST BE FILED IN DUPLICATE) ------------------------------ (Do not write in this Space) STATE OF ILLINOIS, ) Date Paid 9-14-60 ) ss. Initial License Fee $.50 COOK COUNTY ) Franchise Tax $8.34 Filing Fee $20.00 To CHARLES F. CARPENTIER, Secretary of State: Clerk [illegible] ------------------------------ We the undersigned, ============================================================================ Name Number Street Address City State ============================================================================ Lawrence Kasakoff 110 South Dearborn, Chicago, Illinois - ---------------------------------------------------------------------------- Norman L. Silverman 110 South Dearborn, Chicago, Illinois - ---------------------------------------------------------------------------- Muriel Stineberg 110 South Dearborn, Chicago, Illinois - ---------------------------------------------------------------------------- - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under "The Business Corporation Act" of the State of Illinois, do hereby adopt the following Articles of Incorporation: ARTICLE ONE The name of the corporation is: STANDARD AUTO PARK, INC. ARTICLE TWO The address of its initial registered office in the State of Illinois is: 110 S. Dearborn St. Street, in the City of Chicago ( 3 ) County of Cook and the name (Zone) of its initial Registered Agent at said address is: Lawrence Kasakoff ---------------------------- 4 ARTICLE THREE The duration of the corporation is: Perpetual ARTICLE FOUR The purpose or purposes for which the corporation is organized are: to operate a parking lot, parking facility, or public or private garage ARTICLE FIVE PARAGRAPH 1. The aggregate number of shares which the corporation is authorized to issue is 1000, divided into one class. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows: Par value per share or Series Number of statement that shares Class (If Any) Shares are without par value Common 1000 $10.00 par value PARAGRAPH 2. The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: NONE ARTICLE SIX The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are: Total consideration to Class of shares Number of shares be received therefor: Common 100 $ 1,000 $ $ $ $ -2- 5 ARTICLE SEVEN The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares. ARTICLE EIGHT The number of directors to be elected at the first meeting of the shareholders is: three ARTICLE NINE PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $ 1000 PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $ 1000 PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $ 125,000 PARAGRAPH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $ 125,000 ___________________________________ ) ___________________________________ ) ___________________________________ ) ___________________________________ ) Incorporators ___________________________________ ) ___________________________________ ) ___________________________________ ) OATH AND ACKNOWLEDGMENT STATE OF ILLINOIS ) ) Cook County ) - ------------ I, ________________, a Notary Public, do hereby certify that on the 12th day of September 1960, Lawrence Kasakoff, Norman L. Silverman and Muriel Stineberg (Names of Incorporators) -3- 6 personally appeared before me and being first duly sworn by me acknowledged they signed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. Place (NOTARIAL SEAL) Here ------------------------------ Notary Public -4- 7 FORM B ================================================================================ ARTICLES OF INCORPORATION STANDARD AUTO PARK, INC. - -------------------------------------------------------------------------------- ================================================================================ The following fees are required to be paid at the time of issuing certificate of incorporation: Filing fee, $20.00; Initial license fee of 50c per $1,000.00 or 1/20 of 1% of the amount of stated capital and paid-in surplus the corporation proposes to issue without further report (Article Six); Franchise tax of 1/20 of 1% of the issued, as above noted. However, the minimum annual franchise tax is $10.00 and varies monthly on $20,000 or less, as follows: January, $15; February, $14.17; March, $13.34; April, $12.50; May, $11.67; June, $10.84; July, $10.00; Aug., $9.17; Sept., $8.34; Oct., $7.50; Nov., $6.67; Dec., $5.84; (See Sec. 133, BCA). In excess of $20,000 the franchise tax per $1,000.00 is as follows: Jan., $0.75; Feb., .7084; March, .6667; April, .625; May, .5834; June, .5417; July, .50; Aug., .4584; Sept., .4167; Oct., .375; Nov., .3334; Dec., .2917. All shares issued in excess of the amount mentioned in Article Six of this application must be reported within 60 days from date of issuance thereof, and franchise tax and license fee paid thereon; otherwise, the corporation is subject to a penalty of 1% for each month on the amount until reported and subject to a fine not to exceed $500.00. The same fees are required for a subsequent issue of shares except the filing fee is $1.00 instead of $20.00. ================================================================================ -5- 8 FORM BCA-55 ---------------------------- (Do not write in this space) Date Paid 12-28-70 License Fee $ Franchise Tax $ Filing Fee $25.00 Clerk [illegible] ---------------------------- (File in Duplicate) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF STANDARD AUTO PARK, INC. ------------------------- (Exact Corporate Name) To JOHN W. LEWIS Secretary of State Springfield, Illinois The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of "The Business Corporation Act" of the State of Illinois, hereby executes the following Articles of Amendment: ARTICLE FIRST: The name of the corporation is: STANDARD AUTO PARK, INC. ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by "The Business Corporation Act" of the State of Illinois: -6- 9 ARTICLE FIVE of the ARTICLES OF INCORPORATION is amended by increasing the number of $10.00 Par Value Common Shares which the corporation is authorized to issue from 1,000 shares to 25,000 shares. (Disregard separation into classes if class voting does not apply to the amendment voted on.) ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 140; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows: Class Number of Shares Common 140 (Disregard separation into classes if class voting does not apply to the amendment voted on.) ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 140; and the number of shares voted against said amendment of amendments was _______. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments; respectively, was: Class Number of Shares Voted For Against Common 140 None (Disregard these items unless the amendment restates the articles of incorporation.) -7- 10 Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had __________ shares issued, itemized as follows: Par value per share or statement that Series Number shares are without Class (If Any) of Shares par value Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $___________ and a paid-in surplus of $__________________ or a total of $____________________. (Disregard this Article where this amendment contains no such provisions.) ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows: -8- 11 (Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.) ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows: (Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.) Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows: Before Amendment After Amendment Stated capital ........ $ $ Paid-in surplus ....... $ $ -9-