AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

Exhibit 4.2

AMENDMENT NO. 4 TO
RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of May 31, 2007 (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 ’’).

BACKGROUND

The parties hereto are parties to a receivables purchase and contribution agreement, dated as of August 12, 2004 (as amended, modified or supplemented, the ‘‘ Receivables Purchase and Contribution Agreement ’’) between the Seller and the Buyer; and

the parties hereto desire to amend the Receivables Purchase and Contribution Agreement as set forth herein.

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 Receivables Purchase and Contribution Agreement and used but not otherwise defined herein have the meanings given to them in the Receivables Purchase and Contribution Agreement.

SECTION 2.      RAC Accounts .    Section 1 of the Receivables Purchase and Contribution Agreement is hereby amended by adding the following definition thereto in appropriate alphabetical order:

‘‘ ‘‘ RAC Accounts ’’ means Additional Accounts as to which the Rating Agency Condition has been satisfied in connection with the designation of such Accounts as Additional Accounts.’’

SECTION 3.      Subsection 2.6(a) .    Subsection 2.6(a)(i) of the Receivables Purchase and Contribution Agreement is hereby amended to read in its entirety as follows:

‘‘(a)     Additional Accounts .    (i) From time to time, Seller may designate additional Eligible Accounts (‘‘ Additional Accounts ’’) to be included as Accounts, so long as the following limits are not exceeded: