EXECUTION COPY
SUPPLEMENT NO. 8 TO MASTER
INDENTURE
THIS SUPPLEMENT NO. 8 TO MASTER
INDENTURE, dated as of June 6, 2008 (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
The parties hereto are parties to a
master indenture, dated as of August 12, 2004 (as amended,
modified or supplemented, the “ Master Indenture ”), between the Issuer and the Indenture
Trustee (successor in interest to Wilmington Trust Company). The
parties hereto desire to amend the Master Indenture as set forth
herein. This Supplement is being entered into pursuant to Section
9.1(b) of the Master 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 Master
Indenture and used but not otherwise defined herein have the
meanings given to them in the Master Indenture.
SECTION 2.
Note Trust Principal
Balance . Pursuant
to Section
9.1(a)(v) of the Master
Indenture, the Master Indenture is hereby clarified as
follows:
(a) Section 7 of Supplement No. 3 to the Master Indenture, dated
as of June 30, 2006 among the parties hereto (“
Supplement No. 3
”), is hereby restated in its
entirety to be read (and shall be deemed for all purposes to have
read at all times after giving effect to Supplement No. 3) as
follows:
SECTION 7 . Note
Trust Certificate, etc .
All references in the Indenture or any Indenture Supplement to the
Note Trust Certificate, the Note Trust Certificate Balance or the
Series 2004-NTC Supplement are hereby deleted. All references in
Section 5.1 of the Indenture to CDF Floorplan Receivables, L.P.,
CDF Financing, L.L.C. or the DFS Financing Trust are hereby
deleted.
(b) In further clarification of the
foregoing, (i) the definitions of “Free Equity Amount”
and “Note Trust Principal Balance” set forth in
Section 1.1 of the Master Indenture shall read (and shall be
deemed for all purposes to have read at all times both prior to and
after giving effect to Supplement No. 3) as follows:
“ Free Equity Amount
” means, on any date of determination, (a) the Note Trust
Principal Balance, minus (b) the aggregate of the Collateral
Amounts for all Series of Notes that are Outstanding.
Supplement No. 8 to Master
Indenture
“ Note Trust Principal
Balance ” means, as of any time of determination falling
within or relating to a Monthly Period, the sum of (a) the
Aggregate Principal Receivables and (b) the amount on deposit in
the Excess Funding Account at that time (exclusive of any
investment earnings on such amount).
and (ii) Section 2.8(b)(vii) of the Master Indenture shall read (and shall be
deemed for all purposes to have read at all times both prior to and
after giving effect to Supplement No. 3) as follows:
(vii) the Note Trust Principal Balance
shall not be less than the Required Principal Balance as of the
applicable Closing Date after giving effect to such New Issuance;
and
SECTION 3.
Amendments to Indenture
Supplements . (a) Each of
the series 2005-2 indenture supplement, series 2006-1 indenture
supplement, series 2006-2 indenture supplement, series 2006-3
indenture supplement, series 2006-4 indenture supplement, series
2007-1 indenture supplement and series 2007-2 indenture supplement
to the Indenture (collectively, the foregoing indenture
supplements, the “ Supplements ”), each between the parties hereto, is
hereby amended as described in this section below.
(b) Principal Sharing . Section
4.9 of each of the
Supplements is amended by replacing the definition of the defined
term “Principal Shortfall” therein with the following
definition thereof:
The “Principal Shortfall”
for this Series will be equal to (a) for any Transfer Date with
respect to the Revolving Period or any Transfer Date during the
Early Amortization Period prior to the Transfer Date relating to
the earlier of (i) the Expected Principal Payment Date and (ii) the
date on which all outstanding Series are in early amortization
periods, zero, (b) for any Transfer Date with respect to the
Controlled Accumulation Period, the excess, if any, of (i) the Note
Principal Balance as of the last day of the Revolving
Period, divided
by the Controlled
Acc
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