AMENDED AND RESTATED INTERCREDITOR AGREEMENT

Exhibit 4.4

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

     THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of November 9, 2006 (this “Agreement”), is among GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Delaware corporation (“CDF”), BRUNSWICK ACCEPTANCE COMPANY, LLC, a Delaware limited liability company (“BAC”), POLARIS ACCEPTANCE, an Illinois general partnership (“PA”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”, and together with CDF, BAC and PA, the “Sellers”), GE DEALER FLOORPLAN MASTER NOTE TRUST (the “Trust”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Servicer”).

W I T N E S S E T H

     WHEREAS, the parties hereto executed an Intercreditor Agreement dated as of May 5, 2005 (the “Existing Intercreditor Agreement”), and now wish to amend and restate the Existing Intercreditor Agreement;

     WHEREAS, pursuant to each Security Agreement, the Dealer party thereto has granted to the applicable Seller a security interest in the property covered by such Security Agreement, to secure the payment and performance of any and all Seller Debt of such Dealer;

     WHEREAS, pursuant to a receivables sale agreement, dated as of August 12, 2004 (the “Receivables Sale Agreement”), among the Sellers, as sellers, and CDF Funding, Inc., as the buyer (the “Buyer”), the Sellers have transferred all of their right, title and interest in and to the Transferred Assets to the Buyer;

     WHEREAS, pursuant to a receivables purchase and contribution agreement, dated as of August 12, 2004 (the “Receivables Purchase and Contribution Agreement”), between the Buyer and the Trust, the Buyer has transferred all of its right, title and interest in and to the Transferred Assets to the Trust;

     WHEREAS, in order to perfect their respective liens and security interests in and upon all or certain of the Dealers’ assets, the Sellers have each filed financing statements under the UCC as adopted in each applicable jurisdiction and have taken such other actions as such parties deemed necessary or desirable to perfect the respective liens and security interests granted to them by the Dealers; and

     WHEREAS, the Sellers and the Trust desire to agree to the relative priority of their respective security interests in, and liens against, the assets and certain other rights, priorities and interests of the Dealers as among themselves;

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Existing Intercreditor Agreement as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.1 Certain Terms. (a) The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

     “Agreement” is defined in the preamble.

     “Bankruptcy Code” means Title 11 of the United States Code.

     “Buyer” is defined in the second recital.

     “CDF” is defined in the preamble.

     “Common Collateral” means, collectively, the Seller Collateral and the Trust Collateral.

     “Enforcement” means the taking by the Trust (or the Servicer on its behalf) or the Sellers of any action to repossess any of the Common Collateral or to commence judicial or nonjudicial enforcement of any of its rights and remedies with respect to the Common Collateral.

     “Lienholder” means each of (i) the Trust and (ii) the Sellers.

     “Liquidation Proceeds” means the net Proceeds received or receivable in respect of any Common Collateral.

     “paid in full” means with respect to the Seller Debt and the Trust Debt, that the Trust or the Sellers, as the case may be, shall have certified to such other Lienholder that such obligations have terminated, and that there remain no outstanding obligations or commitments of any kind whatsoever (other than provisions set forth in any such document which by their terms survive the termination of such document) of any Lienholder with respect thereto.

     “Proceeds” means all proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, collateral, including all claims of any Dealer against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any collateral, and any condemnation or requisition payments with respect to any collateral, in each case whether now existing or hereafter arising.

     “Receivables Purchase and Contribution Agreement” is defined in the third recital.

     “Receivables Sale Agreement” is defined in the second recital.

     “Security Agreements” means all security agreements or any other instruments, documents or agreements evidencing or creating any security interest or title in favor of a Seller in all or any portion of any property or assets of a Dealer.

Amended and Restated Intercreditor Agreement

     “Seller” is defined in the second recital.

     “Seller Collateral” means all property (other than Trust Collateral) securing Seller Debt.

     “Seller Debt” means and includes all loans, advances, debts, liabilities, obligations, covenants and duties of any kind or nature, present or future, owing to the Sellers (and not sold to the Buyer in accordance with the Receivables Sale Agreement) by the Dealers under the Security Agreements, whether or not evidenced by any note or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, indemnification or in any other manner, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising. The term includes all interest, charges, expenses, fees, reasonable attorneys’ fees and any other sums chargeable to the Dealers under any of the Security Agreements.

     “Trust” is defined in the preamble.

     “Trust Collateral” means, on any date of determination, all property that constitutes Collateral Security securing the Trust Debt.

     “Trust Debt” means and includes all loans, advances, debts, liabilities, obligations, covenants and duties of any kind or nature, present or future, owing to the Trust by the Dealers (after giving effect to the assignments under the Receivables Sale Agreement and the Receivables Purchase and Contribution Agreement), whether or not evidenced by any note or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, indemnification or in any other manner, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising. The term includes all interest, charges, expenses, fees, reasonable attorneys’ fees and any other sums chargeable to the Dealers under any of the Security Agreements.

     (b) For purposes of this Agreement, accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (i) terms defined in Article 9 of the UCC and not otherwise defined herein are used as defined in that Article; (ii) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (iii) the term “including” means “including without limitation”; (iv) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (v) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (vi) references to any Person include that Person’s successors and assigns.

     SECTION 1.2 Definitions. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Agreement, including its preamble and recitals, have the meanings provided in Receivables Sale Agreement.

     SECTION 1.3 UCC Definitions. Unless otherwise defined herein or in the Receivables Sale Agreement or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Agreement, including its preamble and recitals, with such meanings.

Amended and Restated Intercreditor Agreement

ARTICLE II

LIENS

     SECTION 2.1 Priorities. Notwithstanding the date or manner of, or order of perfection of a Seller’s and the Trust’s security interests in and liens on the Common Collateral, and notwithstanding any provisions of the UCC, any applicable law or decision, or whether a Seller, the Servicer or the Trust has possession of all or any part of the Common Collateral, the following as among the Sellers and the Trust shall be the relative priority of the security interests and liens of the Sellers and the Trust in the Common Collateral:

     (a) With respect to the Trust Collateral and the Liquidation Proceeds therefrom, the Trust’s security interests in and liens on the Trust Collateral and the Liquidation Proceeds therefrom shall be senior and prior in operation and effect to the Sellers’ security interests in and liens thereon in all respects and the Sellers’ security interests in and liens on such Trust Collateral and the Liquidation Proceeds therefrom shall be subordinate, junior and inferior, and shall be postponed in priority, operation and effect to the Trust’s security interests in and liens on such Trust Collateral and Liquidation Proceeds therefrom.

     (b) With respect to the Seller Collateral and the Liquidation Proceeds therefrom, the Sellers’ security interests in and liens on such Seller Collateral and the Liquidation Proceeds therefrom shall be senior and prior in operation and effect to the Trust’s security interests in and liens thereon in all respects and the Trust’s security interests in and liens on such Seller Collateral and Liquidation Proceeds therefrom shall be subordinate, junior and inferior, and shall be postponed in priority, operation and effect to the Sellers’ security interests in and liens on such Seller Collateral and the Liquidation Proceeds therefrom.

     (c) The Trust hereby agrees, upon the request of a Seller, at any time, to release from the lien and security interest created pursuant to the Security Agreements all or any portion of the Seller Collateral and Liquidation Proceeds therefrom, and hereby waives any and all of its rights that may arise in any such Seller Collateral so released and Liquidation Proceeds therefrom under the provisions of the Security Agreements and hereby expressly agrees that in the future it shall have no rights in or to any such Seller Collateral so released or the Liquidation Proceeds therefrom.

     (d) Each Seller hereby agrees, upon the request of the Trust, at any time, to release from the lien and security interest created pursuant to the Security Agreements all or any portion of the Trust Collateral and Liquidation Proceeds therefrom, and hereby waives any and all of its rights that may arise in any such Trust Collateral so released and Liquidation Proceeds therefrom under the provisions of the Security Agreements and hereby expressly agrees that in the future it shall have no rights in or to any such Trust Collateral so released or the Liquidation Proceeds therefrom.

     SECTION 2.2 Continuing Seniority of Security Interests. The priority of security interests set forth in Section 2.1 shall apply and control irrespective of (i) any statement to the contrary elsewhere herein, in any agreement evidencing the security interests and liens of the Sellers in the Common Collateral, or in any agreement or other document executed and delivered

Amended and Restated Intercreditor Agreement

by any party hereto or any affiliate thereof, (ii) the time, order, or method of attachment or perfection of security interests, (iii) the time or order of recording of mortgages or deeds of trust or filings of financing statements or any other recordings of filings, or (iv) the giving of, or the failure to give, notice of the acquisition or expected acquisition of purchase money or other security interests.

ARTICLE III

ENFORCEMENT

     SECTION 3.1 Exclusive Right to Commence Enforcement. (a) For as long as there exists any outstanding Trust Debt in respect of any Dealer, the Trust (or the Servicer on its behalf) shall have the exclusive right to commence Enforcement against all or any portion of the Trust Collateral in respect of such Dealer. For so long as there exists any outstanding Trust Debt in respect of any Dealer, the Trust (or the Servicer on its behalf) shall have the exclusive right to sell, transfer or otherwise dispose of all or any part of the Trust Collateral in respect of such Dealer in any manner deemed appropriate by the Trust (or the Servicer on its behalf) without regard to the security interests and liens of the Sellers and without the Sellers’ consent. The Sellers and the Trust each acknowledge and agree that with respect to any Enforcement commenced by the Trust in compliance with the provisions hereof, (i) the Sellers shall not have any right to direct or participate in any aspect of such Enforcement, except as otherwise specifically provided in this Section 3.1(a), or as the Trust (or the Servicer on its behalf) otherwise elects, (ii) the time, place and manner of any such Enforcement and the price at which any of the Trust Collateral which is the subject of such Enforcement is liquidated, as well as all other details of such Enforcement, shall be determined solely in the discretion of the Trust (or the Servicer on its behalf) and (iii) the Sellers shall not have any claim or action against the Trust (or the Servicer on its behalf) with respect to any such Enforcement or with respect to the amount of Liquidation Proceeds realized as a result of any such Enforcement. Each Seller agrees that it shall not contest or support any other Person in contesting in any proceeding (including in any bankruptcy, moratorium, reorganization or other insolvency proceeding) the legality, validity, binding effect, priority, enforceability or effectiveness of the Trust’s security interest and lien on any of the Trust Collateral or prevent any action taken by the Trust (or the Servicer on its behalf) to foreclose on the Trust Collateral or enforce the security interests and liens of the Trust in the Trust Collateral.

     (b) For as long as there exists any outstanding Seller Debt in respect of any Dealer, the applicable Seller shall have the exclusive right to commence Enforcement against all or any portion of the Seller Collateral in respect of such Dealer. For as long as there exists any outstanding Seller Debt in respect of any Dealer, the applicable Seller shall have the exclusive right to sell, transfer or otherwise dispose of all or any part of the Seller Collateral in respect of such Dealer in any manner deemed appropriate by it without regard to the security interests and liens of the Trust and without the Trust’s consent. The Sellers and the Trust acknowledge and agree that with respect to any Enforcement commenced by a Seller in compliance with the provisions hereof, (i) the Trust shall not have any right to direct or participate in any aspect of such Enforcement, except as otherwise specifically provided in this Section 3.1(b), or as such Seller otherwise elects, (ii) the time, place and manner of any such Enforcement and the price at which any of the Seller Collateral which is the subject of such Enforcement is liquidated, as well

Amended and Restated Intercreditor Agreement

as all other details of such Enforcement, shall be determined solely in the discretion of such Seller and (iii) the Trust shall not have any claim or action against any other Lienholder with respect to any such Enforcement or with respect to the amount of Liquidation Proceeds realized as a result of any such Enforcement. The Trust agrees that it shall not contest or support any other Person in contesting in any proceeding (including in any bankruptcy, moratorium, reorganization or other insolvency proceeding) the legality, validity, binding effect, priority, enforceability or effectiveness of a Seller’s security interest and lien on any of the Seller Collateral or prevent any action taken by a Seller to foreclose on the Seller Collateral or enforce the security interests and liens of such Seller in the Seller Collateral.

     SECTION 3.2 Allocation of Liquidation Proceeds. (a) Liquidation Proceeds derived from a disposition of the Trust Collateral in respect of each Dealer shall be paid to the Trust for application to the Trust Debt in respect of such Dealer until such Trust Debt is paid in full in cash; thereafter, any such remaining Liquidation Proceeds shall be remitted in accordance with the Related Documents and applicable law.

     (b) Liquidation Proceeds derived from a disposition of the Seller Collateral in respect of each Dealer shall be paid to the applicable Seller for application to the Seller Debt in respect of such Dealer until such Seller Debt is paid in full in cash; thereafter, any such remaining Liquidation Proceeds shall be remitted in accordance with applicable law.

     (c) Whenever it cannot be determined if the Common Collateral relating to a Dealer is Seller Collateral or Trust Collateral, the Liquidation Proceeds from such Common Collateral shall be applied in the following order:

          (i) first, such Liquidation Proceeds shall be allocated among such Dealer’s SAUs pro rata according to the amount of SAUs by Manufacturer, and then such Liquidation Proceeds shall be applied to make payments on Receivables in respect of such Dealer’s SAUs in chronological order beginning with the oldest of such SAUs;

          (ii) second, to pay any interest or fees accrued and owing on Receivables relating to such Dealer, with such interest or fees to be distributed among such Receivables in the chronological order by oldest billing statement beginning with the oldest of such billing statements; and

          (iii) third, to pay any principal and any other amounts owing on Receivables relating to such Dealer, with such principal and other amounts to be distributed among such Receivables in the chronological order in which they were originated beginning with the oldest of such Receivables.

     SECTION 3.3 The Sellers’ Remedies as a Result of Security Agreement Covenants. Each Seller agrees that it will not pursue against the Trust Collateral any of the remedies provided for by the terms of the Security Agreements that arise as a result of a default or event of default under such Security Agreements in a manner that is inconsistent with the terms of this Agreement.

Amended and Restated Intercreditor Agreement

ARTICLE IV

CERTAIN RESTRICTIONS AND AGREEMENTS

     SECTION 4.1 Marshalling; Foreclosure on Common Collateral; etc. (a) The Sellers acknowledge that the Trust Debt may be secured by collateral other than the Common Collateral, and agree that the Trust shall have no obligation to marshall the assets of any Dealer or any other Person in which it has a lien or security interest before enforcing its rights in the Trust Collateral, and the Sellers shall have no rights to share or participate in any proceeds of such other collateral except as provided for in this Agreement. The Sellers agree and acknowledge that, subject to Section 3.1(a), the Trust may commence and effect Enforcement against collateral for the Trust Debt notwithstanding the fact that any Dealer would be prohibited from disposing of such collateral by any provision of the Security Agreements.

     (b) The Trust acknowledges that the Seller Debt may be secured by collateral other than the Common Collateral, and agrees that a Seller shall have no obligation to marshall the assets of any Dealer or any other Person in which it has a lien or security interest before enforcing its rights in the Seller Collateral, and the Trust shall have no rights to share or participate in any proceeds of such other collateral except as provided for in this Agreement. The Trust agrees and acknowledges that, subject to Section 3.1(b), the Sellers may commence and effect Enforcement against collateral for the Seller Debt notwithstanding the fact that any Dealer would be prohibited from disposing of such collateral by any provision of the Security Agreements.

     (c) (i) Each Seller agrees that if it acquires custody, control or possession of any Trust Collateral or Liquidation Proceeds therefrom, other than pursuant to the terms of this Agreement, then it shall promptly turn over such Trust Collateral and/or remit such Liquidation Proceeds to the Trust; provided, that if any third party asserts a right to such Trust Collateral or such Liquidation Proceeds, the Sellers shall not be obligated to turn over such Trust Collateral or remit such proceeds in any manner contrary to a court order. Until such time as the provisions of the immediately preceding sentence have been complied with, the Sellers shall be deemed to hold such Trust Collateral and proceeds in trust for the parties entitled thereto hereunder.

          (ii) The Trust agrees that if it acquires custody, control or possession of any Seller Collateral or Liquidation Proceeds therefrom, other than pursuant to the terms of this Agreement, then it shall promptly turn over such Seller Collateral and/or remit such Liquidation Proceeds to the applicable Seller; provided, that if any third party asserts a right to such Seller Collateral or such Liquidation Proceeds, the Trust shall not be obligated to turn over such Seller Collateral or remit such proceeds in any manner contrary to a court order. Until such time as the provisions of the immediately preceding sentence have been complied with, the Trust shall be deemed to hold such Seller Collateral and proceeds in trust for the parties entitled thereto hereunder.

     (d) The Lienholders agree that the provisions of this Agreement with respect to allocations and distributions of Liquidation Proceeds to the Lienholders shall prevail notwithstanding any event or circumstances, including in the event that, through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise, the Trust’s security

Amended and Restated Intercreditor Agreement

interest or lien in the Trust Collateral or a Seller’s security interest or lien in the Seller Collateral is avoided in whole or in part or is enforced with respect to some, but not all of the Trust Debt or Seller Debt, as applicable, then outstanding.

     SECTION 4.2 UCC Notices. In the event that a Seller or the Trust shall be required by the UCC or any other applicable law to give notice to the other of an intended disposition of any portion of the Seller Collateral or the Trust Collateral, as the case may be, such notice shall be given in accordance with Section 5.1 below and ten (10) days’ notice shall be deemed to be commercially reasonable. The execution of this Agreement by the Sellers and the Trust shall be deemed to be each party’s notice to the other parties hereto of a claim of an interest in the Trust Collateral and the Seller Collateral for the purposes of Section 9-620 of the UCC.

     SECTION 4.3 Event of Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement but in furtherance hereof, upon the commencement of a case under the Bankruptcy Code by or against any Dealer:

     (a) this Agreement shall remain in full force and effect and enforceable pursuant to its terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Dealer shall be deemed to apply to such entity as debtor in possession and to any trustee in bankruptcy for the estate of such entity;

     (b) each Lienholder shall retain its right to vote its claims and act in any such case under the Bankruptcy Code (including the right to vote to accept or reject any plan of reorganization or liquidation), and hereby agrees not to take any action or vote in any way so as to contest (i) the validity or enforceability of this Agreement, (ii) the validity, priority or enforceability of the liens, mortgages, assignments and security interests granted in respect of the Common Collateral, and (iii) the relative rights and duties of the Lienholders granted and/or established herein or in any of the Security Agreements with respect to such liens, mortgages, assignments, and security interests;

     (c) so long as any Trust Debt has not been paid in full in cash, without the express written consent of the Trust, the Sellers shall not (A) with respect to any rights under the Security Agreem