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SUPPLEMENT NO. 11 TO MASTER INDENTURE

Addendum or Modifications

SUPPLEMENT NO. 11 TO MASTER INDENTURE | Document Parties: CDF FUNDING, INC. | Deutsche Bank Trust Company | Wilmington Trust Company You are currently viewing:
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CDF FUNDING, INC. | Deutsche Bank Trust Company | Wilmington Trust Company

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Title: SUPPLEMENT NO. 11 TO MASTER INDENTURE
Governing Law: New York     Date: 8/10/2009

SUPPLEMENT NO. 11 TO MASTER INDENTURE, Parties: cdf funding  inc. , deutsche bank trust company , wilmington trust company
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Exhibit 4.2

EXECUTION COPY

SUPPLEMENT NO. 11 TO MASTER INDENTURE

     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 ”).

BACKGROUND

     WHEREAS, the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company) are parties to a Master Indenture, dated as of August 12, 2004, as amended by (i) Supplement No. 1 to Master Indenture, dated as of May 25, 2005, Supplement No. 2 to Master Indenture, dated as of April 28, 2006, Supplement No. 3 to Master Indenture, dated as of June 30, 2006, Supplement No. 4 to Master Indenture, dated as of August 10, 2006, Supplement No. 5 to Master Indenture, dated as of November 9, 2006, Supplement No. 6 to Master Indenture, dated as of May 31, 2007, Supplement No. 7 to Master Indenture, dated as of August 2, 2007, Supplement No. 8 to Master Indenture, dated as of June 6, 2008, Supplement No. 9 to Master Indenture, dated as of December 30, 2008 and Supplement No. 10 to Master Indenture, dated as of June 26, 2009 (as so amended, the “ Indenture ”), and (ii) Amended and Restated Series 2006-2 Indenture Supplement, dated as of June 26, 2009 (the “ Series 2006-2 Indenture Supplement ”), Amended and Restated Series 2006-4 Indenture Supplement, dated as of June 26, 2009 (the “ Series 2006-4 Indenture Supplement ”), Amended and Restated Series 2007-1 Indenture Supplement, dated as of June 26, 2009 (the “ Series 2007-1 Indenture Supplement ”), Amended and Restated Series 2007-2 Indenture Supplement, dated as of June 26, 2009 (the “ Series 2007-2 Indenture Supplement ”), Amended and Restated Series 2008-A Indenture Supplement, dated as of June 26, 2009 (the “ Series 2008-A Indenture Supplement ”), Series 2009-A Indenture Supplement, dated as of June 26, 2009 (the “ Series 2009-A Indenture Supplement ”), and Series 2009-B Indenture Supplement, dated as of June 26, 2009 (the “ Series 2009-B Indenture Supplement ”, and together with the foregoing indenture supplements in this clause (ii), the “ Indenture Supplements ” and each, an “ Indenture Supplement ”), each between the parties hereto evidencing an outstanding Series of Notes, as amended (the Indenture, as so amended, the “ Master Indenture ”), is hereby amended as described below;

     WHEREAS, the parties hereto desire to amend the Master Indenture and Indenture Supplements as set forth herein; and

     WHEREAS, this Supplement is being entered into pursuant to Section 9.1(b) of the Indenture, and all conditions precedent to the execution of this Supplement, as set forth in such Section 9.1(b), have been satisfied.

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

      SECTION 1. Definitions . Capitalized terms defined in the Indenture and used but not otherwise defined herein have the meanings given to them in the Indenture.

Supplement No. 11 to Master Indenture

 


 

      SECTION 2. Amendments to Indenture .

     (a) The definition of “ Product Line Concentration Limit ” in Section 1.1 of the Indenture shall be amended as follows:

 

i.

 

Paragraph (k) shall be deleted and replaced with the following:

 

 

 

 

“(k) five percent (5%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line is accounts receivable (including purchases of accounts receivable) or asset based lending receivables;”

 

 

ii.

 

Paragraph (l) shall be deleted and replaced with the following:

 

 

 

 

“(l) [Reserved]; or”

 

iii.

 

The following sentence shall be added at the end of such definition:

 

 

 

 

“The accounts receivable and asset based lending Product lines shall be treated as single product line for purposes of this definition and the Product Line Concentration Limit shall be calculated on an aggregate basis for such Product lines.”

     (b) The definitions of “ Product Line Overconcentration ” and “ Product Line Overconcentration Percentage ” in Section 1.1 of the Indenture shall be amended by adding the following proviso at the end of each such definition before the final period thereof:

“; provided that the accounts receivable and asset based lending Product lines shall be aggregated and treated as a single product line for purposes of this definition.”

     (c) The definition of “ Required Principal Balance ” in Section 1.1 of the Indenture shall be amended in its entirety to read as follows:

Required Principal Balance ” means, as of any date of determination, the sum of (a) the sum of the numerators used at such date to calculate the Allocation Percentages with respect to Principal Collections for all Series outstanding on such date, plus (b) the Product Line Overconcentration for the accounts receivable and asset based lending receivables Product Line that is used for purposes of making allocations for the Monthly Period in which such Determination Date falls.

     (d) The last sentence of Section 8.2(d) of the Indenture is amended by adding the following phrase immediately after the words “Free Equity Amount” in clause (y) of the parenthetical in such sentence:

”, less any Product Line Overconcentration for the accounts receivable and asset based lending receivables Product Line used for purposes of making allocations for the Monthly Period preceding such Transfer Date.”

     (e) Section 8.4(d) of the Indenture is amended by adding the following after the phrase “On each Determination Date,”:

     “after giving effect to paragraph (d) above,”

Supplement No. 11 to Master Indenture

 


 

     (f) Section 8.4(f) of the Indenture is amended by deleting the words “after giving effect to paragraphs (d) and (e) above,” where they appear therein.

     (g) After giving effect to the amendments in Section 2(e) and (f) above, Section 8.4 of the Indenture is amended by re-ordering clause (d) to be clause (e), re-ordering clause (e) to be clause (f) and re-ordering clause (f) to be clause (d).

      SECTION 3. Amendments to Indenture Supplements .

     (a) The definition of “Default Rate” in Section 1.1 of each Indenture Supplement shall be amended in its entirety to read as follows:

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.

     (b) The definition of “Monthly Payment Rate” in Section 1.1 of each Indenture Supplement shall be amended in its entirety to read as follows:

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.

     (c) The definition of “Required Reserve Account Amount” in Section 1.1 of the Series 2006-2 Indenture Supplement shall be amended in its entirety to read as follows:

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 2006-2 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

Supplement No. 11 to Master Indenture

 


 

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) d


 
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