EXHIBIT 4.2
	 

	 
		SUPPLEMENT NO. 7 TO MASTER
		INDENTURE
	 

	 
		THIS SUPPLEMENT NO. 7 TO MASTER INDENTURE,
		dated as of August 2, 2007 (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. Section 1.1 of the Master Indenture. Section 1.1 of the Master Indenture is hereby amended
		by amending and restating each of the following defined terms in its entirety
		to read as follows:
	 

	 
		“Dealer Concentration
		Limit” means a dollar amount calculated as a percentage (the
		“Concentration Limit Percentage”) of the Combined Outstanding
		Principal Balances as of the end of each Monthly Period, subject to the
		following limitations:
	 

	 
		(a) if a Dealer is ranked first through
		fifth owing the largest amount of the Combined Outstanding Principal Balances
		as of the end of a Monthly Period, the Concentration Limit Percentage shall
		equal one and one-half percent (1.5%);
	 

	 
		(b) if a Dealer is ranked sixth through
		tenth owing the largest amount of the Combined Outstanding Principal Balances
		as of the end of a Monthly Period, the Concentration Limit Percentage shall
		equal one and one-quarter percent (1.25%);
	 

	 
		(c) if a Dealer is ranked eleventh through
		sixteenth owing the largest amount of the Combined Outstanding Principal
		Balances as of the end of a Monthly Period, the Concentration Limit Percentage
		shall equal one percent (1%);
	 

	 
		(d) if a Dealer is ranked seventeenth
		through forty-first owing the largest amount of the Combined Outstanding
		Principal Balances as of the end of a Monthly Period, the Concentration Limit
		Percentage shall equal three-quarters of one percent (0.75%); or
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	 	
			 
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		(e) if a Dealer is ranked forty-second or
		lower (i.e., forty-third or numerically higher) owing the largest amount of the
		Combined Outstanding Principal Balances as of the end of a Monthly Period, the
		Concentration Limit Percentage shall equal one-half of one percent
		(0.50%);
	 

	 
		or, in each case, if the Rating Agency
		Condition is satisfied, such larger percentage of the Combined Outstanding
		Principal Balances as is stated in the notice from each applicable Rating
		Agency in connection with the satisfaction of the Rating Agency
		Condition.
	 

	 
		“Manufacturer Concentration Limit” means a dollar amount calculated as: 
	 

	 
		(a) ten percent (10%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		(in the case of each of the Manufacturers that is among the three Manufacturers
		which are parties to the Floorplan Agreements covering the first to third
		largest portions of the Combined Outstanding Principal Balances);
	 

	 
		(b) eight percent (8%) of the Combined
		Outstanding Principal Balances on the last day of such Monthly Period (in the
		case of each of the Manufacturers that is among the two Manufacturers which are
		parties to the Floorplan Agreements covering the fourth or fifth largest
		portions of the Combined Outstanding Principal Balances); or
	 

	 
		(c) five percent (5%) of the Combined
		Outstanding Principal Balances on the last day of such Monthly Period (in the
		case of Manufacturers other than the top five (5) Manufacturers contemplated by
		clauses (a) and (b) above);
	 

	 
		or, in each case, if the Rating Agency
		Condition is satisfied, such larger percentage of the Combined Outstanding
		Principal Balances as is stated in the notice from each applicable Rating
		Agency in connection with the satisfaction of the Rating Agency
		Condition.
	 

	 
		“Minimum Free Equity Amount” means, as of any date of determination, the
		greater of (a) the product of (i) the Outstanding Principal Balance at such
		date of determination, and (ii) the highest of the Minimum Free Equity
		Percentages specified in the Indenture Supplements effective on such date of
		determination and (b) the aggregate of all Dealer Overconcentrations,
		Manufacturer Overconcentrations and Product Line Overconcentrations.
	 

	 
		“Product Line Concentration Limit” means, with respect to a Product line, a dollar
		amount calculated as: 
	 

	 
		(a) fifteen percent (15%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is consumer electronics and appliances;
	 

	 
		(b) twenty percent (20%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is technology;
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	 	
			 
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		(c) thirty-five percent (35%) of the
		Combined Outstanding Principal Balances on the last day of the applicable
		Monthly Period if such Product line is marine;
	 

	 
		(d) twenty percent (20%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is recreational vehicles;
	 

	 
		(e) twenty percent (20%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is motorcycles;
	 

	 
		(f) ten percent (10%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is music;
	 

	 
		(g) twenty percent (20%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is power sports (i.e. snowmobiles, personal watercraft and
		all terrain vehicles);
	 

	 
		(h) fifteen percent (15%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is industrial equipment;
	 

	 
		(i) ten percent (10%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is manufactured housing;
	 

	 
		(j) fifteen percent (15%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is lawn and garden;
	 

	 
		(k) fifteen percent (15%) 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);
	 

	 
		(l) fifteen percent (15%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is asset based lending receivables; provided, that
		the amount permitted pursuant to this paragraph (l) and paragraph (k) above,
		when taken together, do not exceed twenty percent (20%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly
		Period;
	 

	 
		(m) ten percent (10%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product is in a Product line other than those listed above; or
	 

	 
		(n) ten percent (10%) of the Combined
		Outstanding Principal Balances on the last day of the applicable Monthly Period
		if such Product line is transportation;
	 

	 
		or, in the case of any of the above
		paragraphs of this definition, if the Rating Agency Condition is satisfied,
		such larger percentage of the Combined Outstanding Principal Balances as is
		stated in the notice from each applicable Rating Agency in connection with the
		satisfaction of the Rating Agency Condition.
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	 	
			 
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		SECTION 3. Article X of the Master Indenture. Article X of the Master Indenture is hereby amended by
		adding the following new section at the end thereof:
	 

	 
		“Section 10.20. Compliance with Applicable Anti-Terrorism and Anti-Money
		Laundering Regulations. In order to
		comply with laws, rules and regulations applicable to banking institutions,
		including those relating to the funding of terrorist activities and money
		laundering, the Indenture Trustee is required to obtain, verify and record
		certain information relating to individuals and entities which maintain a
		business relationship with the Indenture Trustee. Accordingly, each of the
		parties hereto agrees to provide to the Indenture Trustee upon its request from
		time to time such identifying information and documentation as may be available
		for such party in order to enable the Indenture Trustee to comply with
		applicable law.”
	 

	 
		SECTION 4. Representations and Warranties. In order to induce the parties hereto to enter into
		this Supplement, each of the parties hereto represents and warrants unto the
		other parties hereto as follows:
	 

	 
		(a) Due Authorization, Non Contravention,
		etc. The execution, delivery and
		performance by such party of this Supplement are within its powers, have been
		duly authorized by all necessary action, and do not (i) contravene its
		organizational documents or (ii) contravene any contractual restriction, law or
		governmental regulation or court decree or order binding on or affecting it;
		and 
	 

	 
		(b) Validity, etc.
		This Supplement constitutes the legal, valid and binding obligation of such
		party enforceable against such party in accordance with its terms, subject to
		applicable bankruptcy, insolvency and similar laws affecting creditors’
		rights and general equitable principles.
	 

	 
		SECTION 5. Binding Effect; Ratification.
	 

	 
		(a) This Supplement shall become effective
		as of the date first set forth above when counterparts hereof shall have been
		executed and delivered by the parties hereto, and thereafter shall be binding
		on the parties hereto and their respective successors and assigns.
	 

	 
		(b) The Master Indenture, as supplemented
		hereby, remains in full force and effect. Any reference to the Master Indenture
		from and after the date hereof shall be deemed to refer to the Master Indenture
		as supplemented hereby, unless otherwise expressly stated.
	 

	 
		(c) Except as expressly supplemented hereby,
		the Master Indenture shall remain in full force and effect and is hereby
		ratified and confirmed by the parties hereto.
	 

	 
		SECTION 6. Miscellaneous.
	 

	 
		(a) THIS SUPPLEMENT AND THE OBLIGATIONS
		ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
		VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	 	
			 
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		CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
		THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND
		5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT
		OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
		AMERICA.
	 

	 
		(b) EACH PARTY HERETO HEREBY CONSENTS AND
		AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN
		NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIM
		OR DISPUTES BETWEEN THEM PERTAINING TO THIS SUPPLEMENT OR TO ANY MATTER ARISING
		OUT OF OR RELATED TO THIS SUPPLEMENT; PROVIDED, THAT
		EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEAL FROM THOSE COURTS MAY HAVE TO BE
		HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY;
		PROVIDED, FURTHER, THAT
		NOTHING IN THIS SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE
		TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
		JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES,
		OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE
		TRUSTEE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
		IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO WAIVES
		ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL
		JURISDICTION, IMPROPER VENUE OR FORUM
		NON CONVENIENS AND
		HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
		APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF
		THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
		AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
		REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED
		IN ACCORDANCE WITH SECTION 10.4 OF THE MASTER INDENTURE AND THAT SERVICE SO
		MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL
		RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER
		POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY
		HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
	 

	 
		(c) BECAUSE DISPUTES ARISING IN CONNECTION
		WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
		BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
		FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
		THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
		TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
		ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	 	
			 
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		TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
		PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
		OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
		RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS SUPPLEMENT OR THE
		TRANSACTIONS CONTEMPLATED HEREBY.
	 

	 
		(d) Headings used herein are for convenience
		of reference only and shall not affect the meaning of this Supplement or any
		provision hereof.
	 

	 
		(e) This Supplement may be executed in any
		number of counterparts, and by the parties hereto on separate counterparts,
		each of which when executed and delivered shall be deemed to be an original and
		all of which taken together shall constitute one and the same agreement.

	 

	 
		(f) Executed counterparts of this Supplement
		may be delivered electronically. 
	 

	 
		[SIGNATURES FOLLOW]
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	 	
			 
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		IN WITNESS WHEREOF, the parties hereto have
		caused this Supplement to be duly executed as of the date first above
		written.
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  GE DEALER FLOORPLAN MASTER NOTE
				  TRUST
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  The Bank of New York (Delaware), not
				  in its
 individual capacity, but solely
				  on behalf of the Issuer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Kristine K. Gullo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Kristine K. Gullo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Vice President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, not in its individual capacity, but solely as the Indenture
				  Trustee
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				/s/ Sue Kim
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Sue Kim
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Associate
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				/s/ Irene Siegel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Irene Siegel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Vice President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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