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 ”).
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
|