Exhibit T3A.4.3

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:39 PM 05/17/2005
FILED 01:36 PM 05/17/2005
SRV 050403283 – 0514605 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

     C.I.T. Leasing Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of C.I.T Leasing Corporation be amended by changing the FOURTH Article thereof so that, as amended, said Article shall be and read in its entirety as follows:

“FOURTH. The total number of shares of stock which the corporation shall have authority to issue is Ten Thousand (10,000) all of such shares shall be without par value.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said C.I.T. Leasing Corporation has caused this certificate to be signed by Eric S. Mandelbaum its Senior Vice President & Secretary, this 17^th day of May, 2005.

C.I.T. LEASING CORPORATION
By:	/s/ Eric S. Mandelbaum
	Eric S. Mandelbaum
	Sr. Vice President & Secretary