EXHIBIT 3.5

                            CERTIFICATE OF FORMATION

                                       OF

                                NACG FINANCE LLC

     This Certificate of Formation of NACG Finance LLC is executed by the
undersigned for the purpose of forming a limited liability company pursuant to
the provisions of the Limited Liability Company Act of the State of Delaware.

     1.   The name of the limited liability company is: NACG Finance LLC.

     2.   The address of the registered office of the limited liability company
is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801; and the
name of the registered agent for service of process of the limited liability
company at such address is The Corporation Trust Company.

     3.   It is intended that, in accordance with Treasury Regulations Section
301.7701-3(b)(l)(ii) (or any successor provisions) and corresponding provisions
of applicable state laws, the limited liability company be disregarded as an
entity separate from its members for all income and franchise tax purposes.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Formation this 21st day of October, 2003.


                                        By:/s/ Troy L. Harder
                                           -------------------------------------
                                           Troy L. Harder
                                           Authorized Person

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