FORM OF SERIES 2009-1 INDENTURE SUPPLEMENT

Exhibit 4.1

GE DEALER FLOORPLAN MASTER NOTE TRUST,

as Issuer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

FORM OF SERIES 2009-1 INDENTURE SUPPLEMENT

Dated as of August 13, 2009

2009-1 Indenture Supplement

TABLE OF CONTENTS

2009-1 Indenture Supplement

TABLE OF CONTENTS
(continued)

2009-1 Indenture Supplement

     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).

     The Principal Terms of this Series are set forth in this Indenture Supplement.

ARTICLE I
DEFINITIONS

     SECTION 1.1. Definitions .

     (a) Capitalized terms used and not otherwise defined herein are used as defined in Section 1.1 of the Indenture. This Indenture Supplement shall be interpreted in accordance with the conventions set forth in Section 1.2 of the Indenture.

     (b) Each capitalized term defined herein relates only to Series 2009-1 and to no other Series. Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings:

     “ Accumulation Shortfall ” means (a) for the first Transfer Date during the Controlled Accumulation Period, zero; and (b) thereafter, for any Transfer Date during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Payment Date over the amount deposited into the Principal Account pursuant to Section 4.4(c)(i) for the previous Transfer Date.

     “ Addition Date ” is defined in the First Tier Agreement.

     “ Administration Agreement ” means the Administration Agreement, dated as of August 12, 2004, between the Administrator, the Trustee and the Issuer.

     “ Administrator ” means General Electric Capital Corporation, in its capacity as Administrator under the Administration Agreement or any other Person designated as an Administrator under the Administration Agreement.

     “ Allocation Percentage ” means, with respect to any Monthly Period, the percentage equivalent of a fraction (which shall not exceed one hundred percent (100%)):

     (a) the numerator of which shall be equal to:

     (i) for Non-Principal Collections and the Default Amount at all times and Principal Collections during the Revolving Period, the Collateral Amount at the end of the last day of the prior Monthly Period or, in the case of the month during which the Closing Date occurs, the Closing Date; provided that on and after the

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date on which an amount equal to the Note Principal Balance and the Principal Overcollateralization Amount have been deposited into the Principal Account, the numerator for Principal Collections will equal zero; and

     (ii) for Principal Collections during the Controlled Accumulation Period and the Early Amortization Period, the Collateral Amount at the end of the last day of the Revolving Period; and

     (b) the denominator of which shall be the greater of (i) the result of (x) the Aggregate Principal Receivables minus (y) the sum of the aggregate amount of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as most recently determined, and (ii) the sum of the numerators used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or the Default Amount, as applicable, for all outstanding Series on such date of determination. The denominator described in this clause (b) shall be determined as of the opening of business on the first day of the Monthly Period for which the Allocation Percentage is being determined; provided that for purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2009-1 Notes shall be included in the calculation made on the first day of the Monthly Period that includes the Closing Date.

     “ Available Non-Principal Collections ” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Non-Principal Collections for such Monthly Period, (b) the Series 2009-1 Excess Non-Principal Collections for such Monthly Period and (c) Investment Earnings.

     “ Available Principal Collections ” means, for any Monthly Period, an amount equal to (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied on the related Payment Date, plus (c) without duplication, the sum of (i) any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on deposit in the Excess Funding Account that are allocated to Series 2009-1 for application as Shared Principal Collections), (ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii) , (iii) during the Controlled Accumulation Period or an Early Amortization Period, the amount of Available Non-Principal Collections used to make a deposit in the Principal Account or to pay principal on the Series 2009-1 Notes pursuant to Sections 4.4(a)(x) and (xii) for the related Payment Date, and (iv) any distribution of amounts on deposit in the Reserve Account on the Series 2009-1 Final Maturity Date pursuant to Section 4.10 .

     “ Available Reserve Account Amount ” means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the Reserve Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the Reserve Account made or to be made with respect to such date) and (b) the Required Reserve Account Amount, in each case on such Transfer Date.

     “ Benefit Plan ” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Code

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that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity, or (iv) a governmental plan, church plan or non-U.S. plan that is subject to any Similar Law.

     “ Class A Monthly Interest ” is defined in Section 4.1(a) .

     “ Class A Note Initial Principal Balance ” means five hundred million dollars ($500,000,000).

     “ Class A Note Interest Rate ” means a per annum rate of one and sixty-eight hundredths of one percent (1.68%) in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class A Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to the Class A Noteholders on or prior to such date.

     “ Class A Noteholder ” means the Person in whose name a Class A Note is registered in the Note Register.

     “ Class A Notes ” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1 .

     “ Class A Required Amount ” means, for any Payment Date, an amount equal to the excess of the amounts described in Sections 4.4(a)(i) , (ii) and (iii) over Available Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a) .

     “ Class B Monthly Interest ” is defined in Section 4.1(b) .

     “ Class B Note Initial Principal Balance ” means ten million five hundred twenty six thousand three hundred and twenty dollars ($10,526,320).

     “ Class B Note Interest Rate ” means a per annum rate of four percent (4.00%) in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class B Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to the Class B Noteholders on or prior to such date.

     “ Class B Noteholder ” means the Person in whose name a Class B Note is registered in the Note Register.

     “ Class B Notes ” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2 .

     “ Class B Required Amount ” means, for any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(iv) over Available Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a) .

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     “ Class C Monthly Interest ” is defined in Section 4.1(c) .

     “ Class C Note Initial Principal Balance ” means fifteen million seven hundred eighty-nine thousand four hundred seventy five dollars ($15,789,475).

     “ Class C Note Interest Rate ” means a per annum rate of five and seventy hundredths of one percent (5.70%) in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class C Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to the Class C Noteholders on or prior to such date.

     “ Class C Noteholder ” means the Person in whose name a Class C Note is registered in the Note Register.

     “ Class C Notes ” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3 .

     “ Class C Required Amount ” means with respect to any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(v) over Available Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a) .

     “ Closing Date ” means August 13, 2009.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Collateral Amount ” means, as of any date of determination, an amount equal to the excess, if any, of (a) the Note Principal Balance on such date plus the Principal Overcollateralization Amount on such date, over (b) the excess, if any, of (i) the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over (ii) the reimbursements of such Investor Charge-Offs and Reallocated Principal Collections pursuant to Section 4.4(a)(vii) prior to such date of determination. For avoidance of doubt, the Collateral Amount cannot be less than zero.

     “ Controlled Accumulation Amount ” for each Transfer Date with respect to the Controlled Accumulation Period will be equal to (i) the sum of the Note Principal Balance and the Principal Overcollateralization Amount as of the last day of the Revolving Period divided by (ii) the Controlled Accumulation Period Length; provided that the Controlled Accumulation Amount for any Payment Date shall not exceed the sum of the Note Principal Balance and the Principal Overcollateralization Amount, minus any amount already on deposit in the Principal Account on such Transfer Date.

     “ Controlled Accumulation Date ” means May 1, 2012, subject to adjustment pursuant to Section 4.12 .

     “ Controlled Accumulation Period ” means, unless an Early Amortization Event shall have occurred prior thereto, the period commencing at the opening of business on the Controlled

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Accumulation Date and ending on the earliest to occur of (a) the commencement of the Early Amortization Period, (b) the Series Maturity Date, and (c) the date on which the Note Principal Balance and the Principal Overcollateralization Amount have been reduced to zero.

     “ Controlled Accumulation Period Length ” is defined in Section 4.12 .

     “ Controlled Deposit Amount ” means, for any Transfer Date with respect to the Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Payment Date and any existing Accumulation Shortfall.

     “ Default Rate ” means, for any Monthly Period, the product of (a) a fraction (expressed as a percentage), (i) the numerator of which is the excess of (x) the Default Amount for such Monthly Period (calculated as of the end of the last day of such Monthly Period), over (y) the portion of the Default Amount allocated to the Transferor in respect of the accounts receivable and asset based lending receivables Product Line for such Monthly Period and (ii) the denominator of which is the excess of (x) the Combined Outstanding Principal Balances as of the beginning of such Monthly Period, over (y) the Product Line Overconcentration for the accounts receivable and asset based lending receivables Product Line used for purposes of making allocations for such Monthly Period times (b) 12.

     “ Defaulted Account ” means an Account in which there are Defaulted Receivables.

     “ Distribution Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

     “ Early Amortization Period ” means the period commencing on the date on which a Trust Early Amortization Event or a Series 2009-1 Early Amortization Event is deemed to occur and ending on the Series Maturity Date. Notwithstanding anything to the contrary in this Indenture Supplement, an Early Amortization Period that commences before the scheduled end of the Revolving Period may terminate, and the Revolving Period may recommence, if the Rating Agency Condition is satisfied.

     “ Expected Principal Payment Date ” means the Payment Date in July of 2012.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Group One ” means Series 2009-1 and each other outstanding Series specified in the related Indenture Supplement to be included in Group One.

     “ Indenture ” is defined in the preamble .

     “ Indenture Trustee ” is defined in the preamble .

     “ Ineligible Receivables ” means Receivables that are not Eligible Receivables (as such term is defined in the First Tier Agreement).

     “ Initial Collateral Amount ” means the sum of (i) the Class A Note Initial Principal Balance, (ii) the Class B Note Initial Principal Balance, (iii) the Class C Note Initial Principal

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Balance and (iv) the Principal Overcollateralization Amount on the last day of the Revolving Period.

     “ Interest Period ” means, for any Payment Date, the period from and including the Payment Date immediately preceding such Payment Date (or, in the case of the first Payment Date, from and including the Closing Date) to but excluding such Payment Date.

     “ Investment Earnings ” means, for any Payment Date, all interest and earnings on Permitted Investments included in the Principal Account or the Reserve Account (net of losses and investment expenses) during the period commencing on and including the Payment Date immediately preceding such Payment Date and ending on but excluding such Payment Date.

     “ Investor Charge-Offs ” is defined in Section 4.6 .

     “ Investor Default Amount ” means for any date of determination with respect to the prior Monthly Period, the product of (a) the Default Amount for such Monthly Period, after giving effect to any allocation of a portion of such Default Amount to the Transferor pursuant to Section 8.4 of the Indenture, and (b) the Allocation Percentage with respect to such Monthly Period.

     “ Investor Non-Principal Collections ” means, for any Monthly Period, an amount equal to the aggregate amount of Non-Principal Collections retained or deposited in the Non-Principal Account for Series 2009-1 pursuant to Section 4.3(b)(i) for such Monthly Period.

     “ Investor Principal Collections ” means, for any Monthly Period, an amount equal to the aggregate amount of Principal Collections retained or deposited in the Principal Account for Series 2009-1 pursuant to Section 4.3(b)(ii) for such Monthly Period.

     “ Issuer ” is defined in the preamble.

     “ LIBOR ” means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee for each Interest Period in accordance with the provisions of Section 4.13 .

     “ LIBOR Determination Date ” means (i) with respect to the first Interest Period, the second London Business Day prior to the Closing Date, and (ii) with respect to any Interest Period thereafter, the second London Business Day prior to the commencement of such Interest Period.

     “ London Business Day ” means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

     “ Minimum Free Equity Percentage ” means, as of any Determination Date, zero percent (0%).

     “ Monthly Interest ” means, for any Payment Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest and the Class C Monthly Interest for such Payment Date.

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     “ Monthly Payment Rate ” means, for any Monthly Period, a fraction (expressed as a percentage), (a) the numerator of which is the excess of (i) the Principal Collections during such Monthly Period, over (ii) the portion of such Principal Collections allocated to the Transferor in respect of the Product Line Overconcentration for the accounts receivable and asset based lending receivables Product Line for such Monthly Period and (b) the denominator of which is the excess of (i) the Combined Outstanding Principal Balances as of the beginning of such Monthly Period, over (ii) the Product Line Overconcentration for the accounts receivable and asset based lending receivables Product Line used for purposes of making allocations for such Monthly Period.

     “ Monthly Period ” means, as to each Payment Date, the preceding calendar month.

     “ Monthly Principal ” is defined in Section 4.1(d) .

     “ Monthly Principal Reallocation Amount ” means, for any Monthly Period, an amount equal to the sum of:

     (A) the lesser of (i) the excess, if any, of (x) the amount needed to make the payments described in Sections 4.4(a)(i) through (iii) over (y) the amount of Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to cover the payments described in Sections 4.4(a)(i) through (iii) , and (ii) the excess, if any, of (x) the sum of the Class A Note Initial Principal Balance, the Class B Note Initial Principal Balance, the Class C Note Initial Principal Balance and the Principal Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date;

     (B) the lesser of (i) the excess, if any, of (x) the amount needed to make the payment described in Section 4.4(a)(iv) over (y) the amount of Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to cover the payment described in Section 4.4(a)(iv) and (ii) the excess, if any, of (x) the sum of the Class B Note Initial Principal Balance, the Class C Note Initial Principal Balance and the Principal Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date and after giving effect to the reallocation of Principal Collections to make the payments described in Sections 4.4(a)(i) through (iii) in respect of the then-current Payment Date; and

     (C) the lesser of (i) the excess, if any, of (x) the amount needed to make the payments described in Section 4.4(a)(v) over (y) the amount of Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to cover the payment described in Section 4.4(a)(v) and (ii) the excess, if any, of (x) the sum of the Class C Note Initial Principal Balance and the Principal Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date and after giving effect to the reallocation of Principal Collections to

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make the payments described in Sections 4.4(a)(i) through (iv) in respect of the then-current Payment Date.

     “ Non-Principal Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

     “ Non-Principal Shortfall ” is defined in Section 4.8 .

     “ Note Principal Balance ” means, on any date of determination, an amount equal to the sum of the Class A Note Principal Balance, the Class B Note Principal Balance and the Class C Note Principal Balance.

     “ Noteholder Servicing Fee ” means, for any Transfer Date, an amount equal to one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date; provided , that with respect to the Transfer Date relating to the first Payment Date, the Noteholder Servicing Fee shall be calculated based on the Collateral Amount as of the Closing Date and shall be an amount equal to the product of (a) the product of (I) the Series Servicing Fee Percentage and (II) the Collateral Amount as of the Closing Date and (b) the number of days from and including the Closing Date to and including the last day of the month ending prior to such Payment Date divided by 360.

     “ Payment Date ” means the twentieth (20 ^th ) day of each calendar month, or if such twentieth (20 ^th ) day is not a Business Day, the next succeeding Business Day; provided , that the first Payment Date shall be September 21, 2009.

     “ Principal Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

     “ Principal Overcollateralization Amount ” means, on any date of determination, an amount equal to (a) twenty six million three hundred fifteen thousand seven hundred and ninety five dollars ($26,315,795) minus (b) the aggregate amount of Principal Collections released to the Issuer in reduction of the Principal Overcollateralization Amount pursuant to Sections 4.4(c) and 4.4(e) and clause (viii) of Section 7.1(d) .

     “ Principal Shortfall ” is defined in Section 4.9 .

     “ Rating Agency ” means, with respect to Series 2009-1, each of S&P, Fitch and Moody’s.

     “ Rating Agency Condition ” means, with respect to Series 2009-1 and any action, (i) that Moody’s and S&P shall have notified the Issuer in writing that such action will not result in a reduction or withdrawal of the rating, if any, of any outstanding Class with respect to which Moody’s and/or S&P, as applicable, is a Rating Agency or (ii) with respect to any outstanding Class with respect to which Fitch is a Rating Agency, 10 days’ prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable) to Fitch delivered electronically to notifications.abs@fitchratings.com.

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     “ Reallocated Principal Collections ” means, for any Transfer Date, Investor Principal Collections applied in accordance with Section 4.7 in an amount not to exceed the Monthly Principal Reallocation Amount for the related Monthly Period.

     “ Reassignment Amount ” means, for any Transfer Date, after giving effect to any deposits and payments otherwise to be made on the related Payment Date, the sum of (i) the Note Principal Balance on the related Payment Date, plus (ii) Monthly Interest for the related Payment Date and any Monthly Interest previously due but not distributed to the Series 2009-1 Noteholders, plus (iii) the Principal Overcollateralization Amount and all required yield payments on the Principal Overcollateralization Amount, plus (iv) without duplication, the other amounts specified in Section 7.1(d) .

     “ Record Date ” means, for purposes of Series 2009-1 with respect to any Payment Date, the date falling five (5) Business Days prior to such date.

     “ Reference Banks ” means four major banks in the London interbank market selected by the Master Servicer.

     “ Removal Date ” is defined in the Second Tier Agreement.

     “ Required Reserve Account Amount ” means, for any Transfer Date, an amount equal to (a) the product of (i) the Required Reserve Account Percentage for such Transfer Date and (ii) the Note Principal Balance as of the Closing Date; provided that, prior to the occurrence of an Event of Default and the acceleration of the Series 2009-1 Notes, the Required Reserve Account Amount will never exceed the Note Principal Balance (after taking into account any payments to be made on the following Payment Date), or (b) any other amount designated by the Transferor; provided that if such designation is of a lesser amount, the Transferor shall (i) provide the Indenture Trustee with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to the Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of the Transferor, such designation will not cause an Early Amortization Event to occur with respect to Series 2009-1.

     “ Required Reserve Account Percentage ” means two and one-half percent (2.5%).

     “ Reserve Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

     “ Reserve Account Deficiency ” means the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount.

     “ Revolving Period ” means the period beginning on the Closing Date and ending at the close of business on the day immediately preceding the earlier of the day the Controlled Accumulation Period commences or the day the Early Amortization Period commences.

     “ Series 2009-1 ” means the Series the terms of which are specified in this Indenture Supplement.

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     “ Series 2009-1 Early Amortization Event ” is defined in Section 6.1 . The Series 2009-1 Early Amortization Events are, with respect to Series 2009-1, the Early Amortization Events contemplated by clause (a) of the definition of Early Amortization Event in the Indenture.

     “ Series 2009-1 Excess Non-Principal Collections ” means Excess Non-Principal Collections allocated from other Series in Group One to Series 2009-1 pursuant to Section 8.6 of the Indenture.

     “ Series 2009-1 Final Maturity Date ” means the Payment Date in July of 2014.

     “ Series 2009-1 Note ” means any one of the Class A Notes, Class B Notes or Class C Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1 , A-2 or A-3 respectively.

     “ Series 2009-1 Noteholder ” means the Person in whose name a Series 2009-1 Note is registered in the Note Register.

     “ Series Accounts ” is defined in Section 4.2 .

     “ Series Allocation Percentage ” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the numerator used in determining the Allocation Percentage for Non-Principal Collections for that Monthly Period and the denominator of which is the sum of the numerators used in determining the Allocation Percentage for Non-Principal Collections for all outstanding Series on such date of determination.

     “ Series Maturity Date ” means the earliest to occur of (a) the date on which the Note Principal Balance is paid in full and the Principal Overcollateralization Amount has been reduced to zero, (b) the date on which the Collateral Amount is reduced to zero and (c) the Series 2009-1 Final Maturity Date.

     “ Series Servicing Fee Percentage ” means two percent (2%) per annum .

     “ Servicer Advance ” is defined in the Servicing Agreement.

     “ Similar Law ” means any applicable law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code.

     “ Target Amount ” is defined in Section 4.3(b)(i) .

     “ Trust ” is defined in the preamble .

     SECTION 1.2. Incorporation of Terms . The terms of the Indenture are incorporated in this Indenture Supplement as if set forth in full herein. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and both together shall be read, taken and construed as one and the same agreement. If the terms of this Indenture Supplement and the terms of the Indenture conflict, the terms of this Indenture Supplement shall control with respect to Series 2009-1.

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ARTICLE II
CREATION OF THE SERIES 2009-1 NOTES

     SECTION 2.1. Designation .

     (a) There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “ GE Dealer Floorplan Master Note Trust, Series 2009-1 ” or the “ Series 2009-1 Notes .” The Series 2009-1 Notes shall be issued in three Classes, known as the “ Class A Series 2009-1 Asset Backed Notes ”, the “ Class B Series 2009-1 Asset Backed Notes ” and the “ Class C Series 2009-1 Asset Backed Notes .”

     (b) Series 2009-1 shall be included in Group One and shall be a Principal Sharing Series. Series 2009-1 shall be an Excess Allocation Series with respect to Group One only. Series 2009-1 shall not be subordinated to any other Series.

     (c) The Series 2009-1 Notes shall be issuable only in minimum denominations of at least one hundred thousand dollars ($100,000) and in integral multiples of one thousand dollars ($1,000).

     SECTION 2.2. Transfer Restrictions .

     (a) Neither the Class B Notes nor the Class C Notes have been registered under the Securities Act or any state securities law. None of the Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class B Notes or the Class C Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture Supplement or the Trust Agreement to permit the transfer of any Class B Note or Class C Note without registration.

     (b) Until such time as any such Class of Notes has been registered under the Securities Act and any applicable state securities law, the Class B Notes and the Class C Notes may not be sold, transferred, assigned, participated, pledged or otherwise disposed of (any such act, a “Class B Note Transfer” and a “Class C Note Transfer,” respectively) to any Person except in accordance with the provisions of this Section 2.2 , and any attempted Class B Note Transfer or Class C Note Transfer in violation of this Section 2.2 will be null and void.

     (c) Each Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:

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     (d) By acceptance of any Class B Note or Class C Note, the Class B Noteholder and the Class C Noteholder, respectively, specifically agrees with and represents to the Transferor, the Issuer and the Note Registrar, that no Class B Note Transfer or Class C Note Transfer, as applicable, will be made unless (i) the registration requirements of the Securities Act and any applicable state securities laws have been complied with, (ii) such Class B Note Transfer or Class C Note Transfer, as applicable, is to the Transferor or its Affiliates, or (iii) such Class B Note Transfer or Class C Note Transfer, as applicable, is exempt from the registration requirements under the Securities Act because such Class B Note Transfer or Class C Note Transfer, as applicable, is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a “Qualified Institutional Buyer” (as defined in the Securities Act) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Class B Note Transfer or Class C Note Transfer, as applicable, is being made in reliance upon Rule 144A under the Securities Act.

     (e) The Transferor will make available to the prospective transferor and transferee of a Class B Note or Class C Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A.

     (f) Each Class A Note, Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN”

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(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS

     SECTION 3.1. Representations, Warranties and Covenants with respect to ERISA . By acquiring a Series 2009-1 Note, each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not (and for so long as it holds such Series 2009-1 Note will not be), is not acting on behalf of (and for so long as it holds such Series 2009-1 Note) will not be acting on behalf of), and is not investing the assets of a Benefit Plan or (ii) its acquisition, continued holding and disposition of such Series 2009-1 Note will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law.

ARTICLE IV
RIGHTS OF SERIES 2009-1 NOTEHOLDERS AND ALLOCATION AND
APPLICATION OF COLLECTIONS

     SECTION 4.1. Determination of Interest and Principal .

     (a) The amount of monthly interest (“ Class A Monthly Interest ”) due and payable with respect to the Class A Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is three hundred sixty (360), (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class A Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class A Note Initial Principal Balance).

     (b) The amount of monthly interest (“ Class B Monthly Interest ”) due and payable with respect to the Class B Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is three hundred sixty (360), (ii) the Class B Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class B Note Principal

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Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class B Note Initial Principal Balance).

     (c) The amount of monthly interest (“ Class C Monthly Interest ”) due and payable with respect to the Class C Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is three hundred sixty (360), (ii) the Class C Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class C Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class C Note Initial Principal Balance).

     (d) The amount of monthly principal (“ Monthly Principal ”) to be transferred from the Principal Account with respect to the Series 2009-1 Notes on each Transfer Date, beginning with the Transfer Date following the Monthly Period in which the Controlled Accumulation Period or the Early Amortization Period begins, shall be equal to the least of (i) the Available Principal Collections for the preceding Monthly Period; (ii) the sum of the Note Principal Balance and the Principal Overcollateralization Amount on such Transfer Date (minus any amount already in the Principal Account on such Transfer Date); (iii) during the Controlled Accumulation Period, the Controlled Deposit Amount; and (iv) the Collateral Amount.

     SECTION 4.2. Establishment of Accounts .

     (a) As of the Closing Date, the Issuer covenants to have established and shall thereafter maintain the Non-Principal Account, the Principal Account, the Distribution Account and the Reserve Account (collectively, the “ Series Accounts ”) each of which shall be an Eligible Deposit Account.

     (b) If the depositary institution wishes to resign as depositary of any of the Series Accounts for any reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall promptly notify the Indenture Trustee on behalf of the Series 2009-1 Noteholders.

     (c) On or before the Closing Date, the Issuer shall enter into a depositary agreement to govern the Series Accounts pursuant to which such accounts are continuously identified in the depositary institution’s books and records as subject to a security interest in favor of the Indenture Trustee on behalf of the Series 2009-1 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee on behalf of the Series 2009-1 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2009-1 Noteholders shall have the power to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided , however , that prior to the delivery by the Indenture Trustee on behalf of the Series 2009-1 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided , further that the Indenture Trustee on behalf of the Series 2009-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Indenture Trustee on behalf of the Series 2009-1 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2009-1 Noteholders without further consent by the Issuer.

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     (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture Trustee on behalf of the Series 2009-1 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to the Indenture Trustee on behalf of the Series 2009-1 Noteholders, (iii) entered into a depositary agreement to govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2009-1 Noteholders shall reasonably require to grant and perfect a first priority security interest in such account(s) in favor of the Indenture Trustee.

     SECTION 4.3. Calculations and Series Allocations .

     (a)  Allocations . Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2009-1 pursuant to Article VIII of the Indenture shall be allocated and paid as set forth in this Article IV . During any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Series 2009-1 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited into the Collection Account, the Non-Principal Account, the Principal Account or any other Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be released to the Issuer and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer, and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2009-1 pursuant to Section 8.5 of the Indenture)).

     (b)  Allocations to the Series 2009-1 Noteholders . The Issuer shall, on each Date of Processing, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2009-1 Noteholders the following amounts as set forth below:

     (i) Allocations of Non-Principal Collections . The Issuer shall allocate to the Series 2009-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall deposit such amount into the Non-Principal Account; provided , that, so long as, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a) ), Non-Principal Collections shall be transferred into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum (the “ Target Amount ”) of the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date; and any Non-Principal Collections allocated to the Series 2009-1 Noteholders but not deposited into the

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Non-Principal Account due to the operation of this proviso shall be released to the Issuer; provided , further , if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall, on that Transfer Date, deposit into the Principal Account funds in an amount equal to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the operation of the preceding proviso.

     With respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “ Reallocated Principal Collections ” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections allocated to the Series 2009-1 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied on such Transfer Date in accordance with Section 4.4(a) ; and (2) Non-Principal Collections released to the Issuer pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(ii) of the definition of Collateral Amount.

     (ii) Allocations of Principal Collections . The Issuer shall allocate to the Series 2009-1 Noteholders the following amounts as set forth below:

(x) Allocations During the Revolving Period . During the Revolving Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing, shall be allocated to the Series 2009-1 Noteholders and first, an amount equal to the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section 4.7 , second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, shall be retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and fourth, shall be released to the Issuer.

(y) Allocations During the Controlled Accumulation Period . During the Controlled Accumulation Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2009-1 Noteholders and transferred to the Principal Account until applied as provided herein; provided , that after the date on which an

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amount of such Principal Collections equal to the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, and second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and third, shall be released to the Issuer.

(z) Allocations During the Early Amortization Period . During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2009-1 Noteholders and transferred to the Principal Account until applied as provided herein; provided , that after the date on which an amount of such Principal Collections equal to the Monthly Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, and second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and third, shall be released to the Issuer.

     SECTION 4.4. Application of Available Non-Principal Collections and Available Principal Collections . On each Transfer Date or related Payment Date, as applicable, the Issuer shall withdraw, to the extent of available funds, the amount required to be withdrawn from the Non-Principal Account, the Principal Account and the Distribution Account as follows:

     (a) On each Transfer Date, an amount equal to the Available Non-Principal Collections with respect to the related Payment Date will be paid or deposited in the following priority:

     (i) on a pari passu basis,

     (A) the result of (1) the Series Allocation Percentage multiplied by (2) the accrued and unpaid fees and other amounts owed to the Indenture Trustee shall be paid to the Indenture Trustee up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year,

     (B) the result of (1) the Series Allocation Percentage multiplied by (2) the accrued and unpaid fees and other amounts (including any unpaid amounts pursuant to Section 7.2 of the Trust Agreement) owed to the Trustee shall be paid to the Trustee up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year,

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     (C) the result of (1) the Series Allocation Percentage multiplied by (2) the accrued and unpaid fees and other amounts owed to the Administrator shall be paid to the Administrator up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year, and

     (D) the result of (1) the Series Allocation Percentage multiplied by (2) the accrued and unpaid fees and other amounts (including any unpaid amounts pursuant to Section 15 of the Custody and Control Agreement) owed to the Custodian shall be paid to the Custodian up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year;

     (ii) an amount equal to the Noteholder Servicing Fee for the prior Monthly Period and any overdue Noteholder Servicing Fee (to the extent not previously paid), plus any unpaid Servicer Advances and accrued and unpaid interest thereon, shall be paid to the Master Servicer;

     (iii) an amount equal to Class A Monthly Interest for such Payment Date, plus the amount of any Class A Monthly Interest previously due but not paid to Class A Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

     (iv) an amount equal to Class B Monthly Interest for such Payment Date, plus the amount of any Class B Monthly Interest previously due but not paid to Class B Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

     (v) an amount equal to Class C Monthly Interest for such Payment Date, plus the amount of any Class C Monthly Interest previously due but not paid to Class C Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

     (vi) an amount equal to the Investor Default Amount for the prior Monthly Period shall be treated as Available Principal Collections;

     (vii) an amount equal to the sum of the aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal Collections which have not been previously reimbursed shall be treated as Available Principal Collections;

     (viii) to deposit into the Reserve Account, during the Revolving Period and the Controlled Accumulation Period, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 4.10(c) ;

     (ix) if any amounts are owed to the Persons listed in clause (i) above and are not paid pursuant to clause (i) , above, such amounts owed to such Persons shall be paid on a pari passu basis to such Persons;

     (x) to deposit into th