EX-99.T3A.20 40 y79463exv99wt3aw20.htm EX-99.T3A.20 exv99wt3aw20
Exhibit T3A.20
     
 
  State of Delaware
 
  Secretary of State
 
  Division of Corporations
 
  Delivered 07:55 PM 08/14/2003
 
  FILED 06:35 PM 08/14/2003
 
  SRV 030533025 — 3693119 FILE
CERTIFICATE OF INCORPORATION
OF
CIT GROUP SF HOLDING CO., INC.
* * * * *
     1. The name of the corporation is: CIT Group SF Holding Co., Inc.
     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
     3. The nature of the business or purposes to be conducted or promoted 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 (“Delaware General Corporation Law”).
     4. The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000) shares of common stock, with the par value of one dollar ($1.00) per share.
     5. The name and mailing address of the sole incorporator is as follows:
     
NAME   MAILING ADDRESS
Eric S. Mandelbaum
  3 Kilmer Drive
 
  Hillsborough, NJ 08844
     6. The personal liability of the Directors of this Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the Delaware General Corporation Law. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
     7. This Corporation, to the fullest extent permitted by the provisions of Section 145 of the Delaware General Corporation Law, as the same may be amended and supplemented, shall indemnify each person who is or was an Officer or Director of this Corporation and each person who serves or served as an Officer or Director of any other corporation, partnership, joint venture, trust or other enterprise at the request of this Corporation and may indemnify any and all other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
     8. Election of Directors of this Corporation need not be by written ballot.
     9. The Board of Directors of this Corporation shall have the power to adopt, amend or repeal By-laws of this Corporation, subject to the power of the stockholders of this Corporation to adopt By-laws and to amend or repeal By-laws adopted by the Board of Directors.
     IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of August, 2003 for the purpose of forming a corporation.
         
 
  /s/ Eric S. Mandelbaum
 
    
 
  Eric S. Mandelbaum, Sole Incorporator