GE Dealer Floorplan Master Note Trust Sample Contracts

as Issuer, And
GE Dealer Floorplan Master Note Trust • October 26th, 2005 • Asset-backed securities
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Series 2005-2
Underwriting Agreement • October 26th, 2005 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2006-3)
Terms Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee SERIES 2009-1 INDENTURE SUPPLEMENT Dated as of August 13, 2009
Ge Dealer • August 17th, 2009 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

SERIES 2009-1 INDENTURE SUPPLEMENT, dated as of August 13, 2009 (this “Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).

GE DEALER FLOORPLAN MASTER NOTE TRUST,
GE Dealer Floorplan Master Note Trust • June 3rd, 2013 • Asset-backed securities

This SERIES [_____] INDENTURE SUPPLEMENT, dated as of [_____] (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).

GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2006-3 INDENTURE SUPPLEMENT Dated as of August 10, 2006
Ge Dealer • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

SERIES 2006-3 INDENTURE SUPPLEMENT, dated as of August 10, 2006 (this “Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (the “Indenture”), between the Issuer and the Indenture Trustee.

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of August 10, 2006 (this “Agreement”), is among GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Delaware corporation (“CDF”), BRUNSWICK ACCEPTANCE COMPANY, LLC, a Delaware limited liability company (“BAC”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”, and together with CDF and BAC, the “Sellers”), GE DEALER FLOORPLAN MASTER NOTE TRUST (the “Trust”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Servicer”).

AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT, dated as of as of August 10, 2006 (this “Amendment”), is among GE Commercial Distribution Finance Corporation, a Delaware corporation (“CDF”), as a seller, Brunswick Acceptance Company, LLC, a Delaware limited liability company, as a seller (“BAC”), General Electric Capital Corporation, a Delaware corporation (“GECC”), and CDF Funding, Inc., a Delaware corporation, as buyer (the “Buyer”).

FIRST AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • August 10th, 2009 • GE Dealer Floorplan Master Note Trust • Asset-backed securities • New York

This FIRST AMENDMENT to ADMINISTRATION AGREEMENT dated as of August 5, 2009 (this “Amendment”), is entered into by and among (i) GE DEALER FLOORPLAN NOTE TRUST, a Delaware statutory trust (the “Trust”) and (ii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”).

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT
Receivables Purchase and Contribution Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of as of August 10, 2006 (this “Amendment”), is between CDF Funding, Inc., a Delaware corporation, as seller (the “Seller”), and GE Dealer Floorplan Master Note Trust, a statutory trust organized under the laws of the State of Delaware, as buyer (the “Buyer”).

SUPPLEMENT NO. 11 TO MASTER INDENTURE
Master Indenture • August 10th, 2009 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS SUPPLEMENT NO. 11 TO MASTER INDENTURE, dated as of August 5, 2009 (this “Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Indenture Trustee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SERVICING AGREEMENT, dated as of as of August 10, 2006 (this “Amendment”), is between General Electric Capital Corporation, a Delaware corporation in its capacity as master servicer (the “Master Servicer”), and GE Dealer Floorplan Master Note Trust, a Delaware statutory trust (“Owner”).

GE DEALER FLOORPLAN MASTER NOTE TRUST FORM OF UNDERWRITING AGREEMENT
Receivables Sale Agreement • June 3rd, 2013 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

CDF Funding, Inc., a Delaware corporation (the “Company”), proposes to cause GE Dealer Floorplan Master Note Trust (the “Issuer”) to issue the “Offered Notes” (as such term is defined in the applicable Terms Agreement). The offering of the Offered Notes by the Underwriters (as such term is defined in the applicable Terms Agreement (as defined below)) pursuant to this Agreement and the applicable terms agreement (such terms agreement to incorporate by reference this Agreement and to be substantially in the form of Exhibit A; each such terms agreement may be referred to as a “Terms Agreement”) is referred to herein as the “Note Offering.” The Company is wholly-owned by General Electric Capital Corporation (“GE Capital”).

AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

This AMENDED AND RESTATED SERVICING AGREEMENT, dated as of June 30, 2006 (this “Agreement”), is entered into between GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as the Master Servicer (as defined below), and GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (“Owner”).

GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2006-1 INDENTURE SUPPLEMENT Dated as of June 30, 2006
Ge Dealer • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

SERIES 2006-1 INDENTURE SUPPLEMENT, dated as of June 30, 2006 (this “Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (the “Indenture”), between the Issuer and the Indenture Trustee.

GE DEALER FLOORPLAN MASTER NOTE TRUST UNDERWRITING AGREEMENT
Ge Dealer • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST UNDERWRITING AGREEMENT
Underwriting Agreement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
SUPPLEMENT NO. 4 TO MASTER INDENTURE
Servicing Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS SUPPLEMENT NO. 4 TO MASTER INDENTURE, dated as of as of August 10, 2006 (this “Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Indenture Trustee”).

GE DEALER FLOORPLAN MASTER NOTE TRUST UNDERWRITING AGREEMENT
Underwriting Agreement • August 10th, 2009 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

CDF Funding, Inc., a Delaware corporation (the “Company”), proposes to cause GE Dealer Floorplan Master Note Trust (the “Issuer”) to issue the “Offered Notes” (as such term is defined in the applicable Terms Agreement). The offering of the Offered Notes by the Underwriter pursuant to this Agreement and the applicable terms agreement (such terms agreement to incorporate by reference this Agreement and to be substantially in the form of Exhibit A; each such terms agreement may be referred to as a “Terms Agreement”) is referred to herein as the “Note Offering.” The Company is jointly owned by General Electric Capital Corporation (“GE Capital”) and General Electric Capital Services, Inc.

GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2006-2 INDENTURE SUPPLEMENT Dated as of June 30, 2006
Ge Dealer • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

SERIES 2006-2 INDENTURE SUPPLEMENT, dated as of June 30, 2006 (this “Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (the “Indenture”), between the Issuer and the Indenture Trustee.

GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2009-1)
Terms Agreement • August 10th, 2009 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
AMENDED AND RESTATED SUB-SERVICING AGREEMENT Dated as of August 10, 2006 by and between GENERAL ELECTRIC CAPITAL CORPORATION, as the Master Servicer, and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, as the Sub-Servicer
Sub-Servicing Agreement • August 11th, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

This AMENDED AND RESTATED SUB-SERVICING AGREEMENT, dated as of August 10, 2006 (this “Agreement”), by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), in its capacity as the master servicer (the “Master Servicer”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Delaware corporation (“CDF”), in its capacity as the sub-servicer (the “Sub-Servicer”).

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SUPPLEMENT NO. 3 TO MASTER INDENTURE
GE Dealer Floorplan Master Note Trust • July 3rd, 2006 • Asset-backed securities

THIS SUPPLEMENT NO. 3 TO MASTER INDENTURE, dated as of as of June 30, 2006 (this “Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Indenture Trustee”).

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