<PAGE>

                                                                     Exhibit 4.4

                      GE DEALER FLOORPLAN MASTER NOTE TRUST

                      AMENDED AND RESTATED TRUST AGREEMENT

                                     between

                                CDF FUNDING, INC.

                                       and

                        THE BANK OF NEW YORK (DELAWARE),
                                 as the Trustee

                              Dated as of [ ], 2004

                                                            Amended and Restated
                                                                 Trust Agreement

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
ARTICLE I      DEFINITIONS..........................................................................       1

      SECTION 1.1.     Definitions..................................................................       1

      SECTION 1.2.     Other Interpretive Matters...................................................       6

ARTICLE II     ORGANIZATION.........................................................................       6

       SECTION 2.1.    Name.........................................................................       6

       SECTION 2.2.    Office.......................................................................       6

       SECTION 2.3.    Purposes and Powers..........................................................       6

       SECTION 2.4.    Appointment of the Trustee...................................................       7

       SECTION 2.5.    Initial Capital Contribution of Trust Estate.................................       7

       SECTION 2.6.    Declaration of Trust.........................................................       7

       SECTION 2.7.    Liability of Beneficiaries...................................................       8

       SECTION 2.8.    Title to Trust Property......................................................       8

       SECTION 2.9.    Situs of Trust...............................................................       8

       SECTION 2.10.   Representations and Warranties of the Transferor.............................       8

ARTICLE III    BENEFICIAL INTERESTS.................................................................       9

      SECTION 3.1.     Initial Ownership............................................................       9

      SECTION 3.2.     Transferor Certificate.......................................................       9

      SECTION 3.3.     Restrictions on Transfer; Issuance of Supplemental Certificates..............       9
..
ARTICLE IV     ACTIONS BY THE TRUSTEE...............................................................      10

      SECTION 4.1.     Prior Notice to Holder of the Transferor Certificate with Respect to
                       Certain Matters..............................................................      10

      SECTION 4.2.     Action by the Holder of the Transferor Certificate with Respect to
                       Certain Matters..............................................................      11

      SECTION 4.3.     Action by the Holder of the Transferor Certificate with Respect to
                       Bankruptcy...................................................................      11

      SECTION 4.4.     Restrictions on Power........................................................      11

ARTICLE V      AUTHORITY AND DUTIES OF THE TRUSTEE..................................................      11

      SECTION 5.1.     General Authority............................................................      11

      SECTION 5.2.     General Duties...............................................................      11

      SECTION 5.3.     Action upon Instruction......................................................      12
</TABLE>

                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
      SECTION 5.4.     No Duties Except as Specified in this Agreement or in Instructions...........      13

      SECTION 5.5.     No Action Except Under Specified Documents or Instructions...................      13

      SECTION 5.6.     Restrictions.................................................................      13

      SECTION 5.7.     Tax Returns..................................................................      13

ARTICLE VI     CONCERNING THE TRUSTEE...............................................................      13

      SECTION 6.1.     Acceptance of Trusts and Duties..............................................      13

      SECTION 6.2.     Furnishing of Documents......................................................      15

      SECTION 6.3.     Representations and Warranties...............................................      15

      SECTION 6.4.     Reliance; Advice of Counsel..................................................      15

      SECTION 6.5.     Not Acting in Individual Capacity............................................      16

      SECTION 6.6.     Trustee Not Liable for Notes or Receivables..................................      16

      SECTION 6.7.     Trustee May Not Own Notes....................................................      17

ARTICLE VII    COMPENSATION OF THE TRUSTEE..........................................................      17

      SECTION 7.1.     Trustee's Fees and Expenses..................................................      17

      SECTION 7.2.     Indemnification..............................................................      17

      SECTION 7.3.     Payments to the Trustee......................................................      17

ARTICLE VIII   TERMINATION OF TRUST AGREEMENT.......................................................      17

      SECTION 8.1.     Termination of Trust Agreement...............................................      17

ARTICLE IX     SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES...........................................      18

      SECTION 9.1.     Eligibility Requirements for the Trustee.....................................      18

      SECTION 9.2.     Resignation or Removal of the Trustee........................................      18

      SECTION 9.3.     Successor Trustee............................................................      19

      SECTION 9.4.     Merger or Consolidation of the Trustee.......................................      19

      SECTION 9.5.     Appointment of Co-Trustee or Separate Trustee................................      19

ARTICLE X      MISCELLANEOUS........................................................................      21

      SECTION 10.1.    Clean-Up Call................................................................      21

      SECTION 10.2.    Supplements and Amendments...................................................      21

      SECTION 10.3.    No Legal Title to Trust Estate in the Transferor.............................      22

      SECTION 10.4.    Limitations on Rights of Others..............................................      22
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
      SECTION 10.5.    Notices......................................................................      22

      SECTION 10.6.    Severability.................................................................      22

      SECTION 10.7.    Separate Counterparts........................................................      22

      SECTION 10.8.    Successors and Assigns.......................................................      23

      SECTION 10.9.    No Petition..................................................................      23

      SECTION 10.10.   No Recourse..................................................................      23

      SECTION 10.11.   Headings.....................................................................      23

      SECTION 10.12.   Governing Law, Consent to Jurisdiction; Waiver of Jury Trial.................      23

      SECTION 10.13.   Administrator................................................................      23

      SECTION 10.14.   Securities Law Filings.......................................................      23

      SECTION 10.15.   Amendment and Restatement....................................................      24
</TABLE>

EXHIBIT A      Form of Transferor Certificate
EXHIBIT B      Form of Certificate of Trust

                                     -iii-
<PAGE>

      AMENDED AND RESTATED TRUST AGREEMENT (as amended or supplemented from time
to time, this "Agreement") dated as of [ ], 2004 between CDF FUNDING, INC., a
Delaware corporation, and The Bank of New York (Delaware), a Delaware banking
corporation, as the trustee (the "Trustee").

                                    ARTICLE I
                                   DEFINITIONS

      SECTION 1.1. Definitions.

      "Account" is defined in the First Tier Agreement.

      "Administration Agreement" means the Administration Agreement, dated as of
[ ], 2004, between the Administrator, the Trustee and the Trust.

      "Administrator" means General Electric Capital Corporation, in its
capacity as Administrator under the Administration Agreement, or any other
Person designated as an Administrator under the Administration Agreement.

      "Affiliate" is defined in the First Tier Agreement.

      "Aggregate Principal Receivables" is defined in the Indenture.

      "Agreement" is defined in the preamble.

      "Authorized Officer" means (a) with respect to any corporation or
statutory trust, the Chairman or Vice-Chairman of the Board, the President, any
Vice President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer and each other officer or employee of such corporation or
trustee of such trust specifically authorized in resolutions of the Board of
Directors of such corporation or trustee of such trust to sign agreements,
instruments or other documents on behalf of such corporation or statutory trust
in connection with the transactions contemplated by the Related Documents, and
(b) with respect to a limited liability company, any officer or manager of such
limited liability company; provided that any Authorized Officer of the
Transferor shall be considered to be an Authorized Officer of the Trust.

      "Certificate of Trust" means the certificate of trust for the Trust,
substantially in the form of Exhibit B hereto, filed with the Secretary of State
of Delaware.

      "Class" means any class of Notes of any Series.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time and the Treasury Regulations.

      "Collateral" is defined in the Granting Clause of the Indenture.

      "Collateral Amount" is defined, with respect to any Series, in the related
Indenture Supplement.

                                                            Amended and Restated
                                                                 Trust Agreement

<PAGE>

      "Collection Account" means the account designated as such, established and
owned by the Trust and maintained in accordance with Section 8.2 of the
Indenture.

      "Collections" is defined in the Indenture.

      "Commission" means the Securities and Exchange Commission.

      "Corporate Trust Office" means, the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Agreement is located at
[______________________], Attention: [________] (facsimile no.[(___) ___-____)].

      "Custody and Control Agreement" is defined in the Indenture.

      "Dealer" is defined in the First Tier Agreement.

      "DFS Financing Trust" means Distribution Financial Services Floorplan
Master Trust.

      "Excess Funding Account" means the account designated as such, established
and owned by the Trust and maintained in accordance with Section 8.2 of the
Indenture.

      "Existing Trust Agreement" means the Trust Agreement, dated as of April
20, 2004, between the Transferor and the Trustee.

      "Expenses" is defined in Section 7.2.

      "First Tier Agreement" means the Receivables Sale Agreement dated as of [
], 2004, among the Originators and the Transferor.

      "Free Equity Amount" means, on any date of determination, the result of
(a) the Note Trust Principal Balance, minus (b) the aggregate of the Collateral
Amounts for all outstanding Series of Notes.

      "GE Capital" means General Electric Capital Corporation, a Delaware
corporation.

      "Governmental Authority" means any nation or government, any state,
county, city, town, district, board, bureau, office commission, any other
municipality or other political subdivision thereof (including any educational
facility, utility or other Person operated thereby), and any agency, department
or other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

      "Grant" means to create and grant a Lien pursuant to the Indenture, and
other forms of the verb "to Grant" shall have correlative meanings.

      "Holder" means a holder of the Transferor Certificate or a Supplemental
Certificate, as applicable.

      "Indemnified Parties" is defined in Section 7.2.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       2
<PAGE>

      "Indenture" means the Master Indenture, dated as of [ ], 2004, between the
Trust and the Indenture Trustee.

      "Indenture Supplement" means, with respect to any Series, a supplement to
the Indenture, executed and delivered in connection with the original issuance
of the Notes of such Series pursuant to Section 2.18 of the Indenture, and an
amendment to the Indenture executed pursuant to Sections 9.1 or 9.2 of the
Indenture, and, in either case, including all amendments thereof and supplements
thereto.

      "Indenture Trustee" means Wilmington Trust Company, not in its individual
capacity but solely as Indenture Trustee under the Indenture, or any successor
Indenture Trustee under the Indenture.

      "Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the UCC or
comparable law of any jurisdiction); provided, however, Permitted Encumbrances
shall not constitute a Lien.

      "Master Servicer" means GE Capital, in its capacity as the master servicer
under the Servicing Agreement, or any other Person designated as a Successor
Master Servicer pursuant to the Servicing Agreement.

      "Monthly Period" is defined in the Indenture.

      "Moody's" means Moody's Investors Service, Inc.

      "Non-Principal Receivables" with respect to any Account means all amounts
billed to the related Dealer in respect of interest and all other non-principal
charges.

      "Note Register" is defined in the Indenture.

      "Note Registrar" is defined in the Indenture.

      "Note Trust Certificate" is defined in the Indenture.

      "Note Trust Principal Balance" means, as of any time of determination
falling within or relating to a Monthly Period, the result of (a) the Aggregate
Principal Receivables at that time, plus (b) the amount on deposit in the Excess
Funding Account at that time (exclusive of any investment earnings on such
amount).

      "Noteholder" means the Person in whose name a Note is registered on the
Note Register and, if applicable, the holder of any Note, as the case may be, or
such other Person deemed to be a "Noteholder" in any related Indenture
Supplement.

      "Notes" is defined in the Indenture.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       3
<PAGE>

      "Officer's Certificate" means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person.

      "Opinion of Counsel" is defined in the Indenture.

      "Originators" means the Persons from time to time party to the First Tier
Agreement as "Originators".

      "Outstanding Principal Balance" means the aggregate principal amount of
all Notes outstanding at the date of determination as determined under the
Indenture.

      "Paying Agent" means with respect to the Notes, initially the Indenture
Trustee or any other Person that meets the eligibility standards in Section 6.11
of the Indenture.

      "Payment Date" means, with respect to any Series, the date specified in
the related Indenture Supplement.

      "Permitted Encumbrances" is defined in the Indenture.

      "Person" means any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, trust (including a business trust),
association, corporation, limited liability company, institution, public benefit
corporation, joint stock company, Governmental Authority or any other entity of
whatever nature.

      "Rating Agency" is defined in the Indenture.

      "Reassignment Amount" means, with respect to any Series, the amount
specified as such in the related Indenture Supplement.

      "Receivable" is defined in the First Tier Agreement.

      "Related Documents" means the First Tier Agreement, the Second Tier
Agreement, the Servicing Agreement, the Administration Agreement, the Notes,
this Agreement, the Indenture, any Indenture Supplement, the Custody and Control
Agreement and including all other pledges, powers of attorney, consents,
assignments, contracts, notices, and all other written matter whether
heretofore, now or hereafter executed by or on behalf of any Person, or any
employee of any Person, and delivered in connection with any of the foregoing.
Any reference in the foregoing documents to a Related Document shall include all
annexes, exhibits and schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to such Related
Documents as the same may be in effect at any and all times such reference
becomes operative.

      "Second Tier Agreement" means the Receivables Purchase and Contribution
Agreement dated as of [ ], 2004, between the Transferor and the Trust.

      "Series" means any series of Notes, which may include within any such
Series a Class or Classes of Notes subordinate to another such Class or Classes
of Notes.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       4
<PAGE>

      "Series Account" means any deposit, trust, escrow or similar account
maintained for the benefit of the Noteholders of any Series or Class, as
specified in any Indenture Supplement.

      "Servicing Agreement" means the Servicing Agreement dated as of [ ], 2004,
between the Master Servicer and the Trust.

      "Successor Master Servicer" means the successor to the Master Servicer as
appointed under the Servicing Agreement.

      "Supplemental Certificate" is defined in Section 3.3.

      "Tax Opinion" means, with respect to any action, an Opinion of Counsel to
the effect that, for Federal income tax purposes, (a) such action will not
adversely affect the tax characterization as debt of Notes of any outstanding
Series or Class with respect to which an Opinion of Counsel was delivered at the
time of their issuance that such Notes would be characterized as debt, (b) such
actions will not cause the Trust to be classified, for federal income tax
purposes, as an association (or publicly traded partnership) taxable as a
corporation and, (c) such action will not cause or constitute an event in which
gain or loss would be recognized by any Noteholder and (d) with respect to a New
Issuance, unless otherwise specified in the Indenture Supplement, the Notes of
the new Series will be treated as debt.

      "Transferor" means CDF Funding, Inc., a Delaware corporation.

      "Transferor Certificate" means the certificate, substantially in the form
of Exhibit A attached hereto, representing a fractional undivided beneficial
interest in the Trust.

      "Transferred Receivable" means a Receivable that has been transferred by
the Transferor to the Trust pursuant to the Second Tier Agreement, but excluding
Receivables that have been repurchased by an Originator pursuant to the First
Tier Agreement or by the Transferor pursuant to the Second Tier Agreement or
assigned to the Master Servicer pursuant to Section 2.6 of the Servicing
Agreement.

      "Treasury Regulations" means regulations, including proposed or temporary
regulations, promulgated under the Code. References to specific provisions of
proposed or temporary regulations shall include analogous provisions of final
Treasury Regulations or other successor Treasury Regulations.

      "Trust" means the GE Dealer Floorplan Master Note Trust.

      "Trust Accounts" means any Series Account, the Collection Account or
Excess Funding Account.

      "Trust Estate" means all right, title and interest of the Trust in and to
the property and rights assigned to the Trust pursuant to the Second Tier
Agreement, all monies, investment property, instruments and other property on
deposit from time to time in the Trust Accounts and all other property of the
Trust from time to time, including any rights of the Trustee and the Trust
pursuant to the Related Documents.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       5
<PAGE>

      "Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code Section 3801 et seq., as the same may be amended from time to time.

      "Trust Termination Date" is defined in Section 8.1(a).

      "Trustee" is defined in the preamble.

      "UCC" means, with respect to any jurisdiction, the Uniform Commercial Code
as the same may, from time to time, be enacted and in effect in such
jurisdiction.

      SECTION 1.2. Other Interpretive Matters. All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in any
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Agreement, unless the context otherwise requires: (a)
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; (b) unless
otherwise provided, references to any month, quarter or year refer to a calendar
month, quarter or year; (c) unless defined in this Agreement or the context
otherwise requires, capitalized terms used in this Agreement which are defined
in the UCC shall have the meaning given such term in the UCC; (d) references to
any amount as on deposit or outstanding on any particular date means such amount
at the close of business on such day; (e) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Agreement as a whole and
not to any particular provision of this Agreement; (f) references to any
Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits
in or to this Agreement, and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (g) the
term "including" means "including without limitation"; (h) 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; (i) 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 (j) references to any Person include that Person's successors and assigns.

                                   ARTICLE II
                                  ORGANIZATION

      SECTION 2.1. Name. The Trust created hereby shall be known as "GE Dealer
Floorplan Master Note Trust", in which name the Trustee may conduct the business
of the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

      SECTION 2.2. Office. The office of the Trust shall be in care of the
Trustee at the Corporate Trust Office or at such other address in Delaware as
the Trustee may designate by written notice to the Transferor.

      SECTION 2.3. Purposes and Powers. The purpose of the Trust is, and the
Trust shall have the power and authority to, engage in the following activities:

                                                            Amended and Restated
                                                                 Trust Agreement

                                       6
<PAGE>

            (a)   to issue (i) the Notes pursuant to the Indenture and any
      Indenture Supplement; (ii) the Transferor Certificate pursuant to this
      Agreement; and (iii) the Supplemental Certificates, if any, pursuant to
      this Agreement;

            (b)   to acquire the Transferred Receivables and the Note Trust
      Certificate pursuant to the Second Tier Agreement;

            (c)   to Grant the Collateral pursuant to the Indenture and to hold,
      manage and distribute to the Holder of the Transferor Certificate any
      portion of the Collateral released from the Lien of the Indenture;

            (d)   to enter into and perform its obligations under the Related
      Documents to which it is to be a party;

            (e)   to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith; and

            (f)   subject to compliance with the Related Documents, to engage in
      such other activities as may be required in connection with conservation
      of the Collateral and the making of distributions to the Holder of the
      Transferor Certificate and payments to the Noteholders.

      The Trust shall not engage in any activity other than in connection with
the foregoing or other than as required or authorized by this Agreement or the
Related Documents.

      SECTION 2.4. Appointment of the Trustee. The Transferor hereby appoints
the Trustee as trustee of the Trust effective as of the date hereof, to have all
the rights, powers and duties set forth herein.

      SECTION 2.5. Initial Capital Contribution of Trust Estate. Pursuant to the
Second Tier Agreement, the Transferor shall assign, transfer, convey and set
over to the Trust, as of the date hereof, the assets specified in the Second
Tier Agreement. The Trustee hereby acknowledges receipt in trust from the
Transferor, as of the date hereof, of the foregoing contribution, which shall
constitute the initial Trust Estate. The Transferor shall pay organizational
expenses of the Trust as they may arise or shall, upon the request of the
Trustee, promptly reimburse the Trustee for any such expenses paid by the
Trustee. The Transferor may also take steps necessary, including the execution
and filing of any necessary filings, to ensure that the Trust is in compliance
with any applicable state securities law.

      SECTION 2.6. Declaration of Trust. The Trustee hereby declares that it
will hold the Trust Estate in trust upon and subject to the conditions set forth
herein for the use and benefit of the Transferor, subject to the obligations of
the Trust under the Related Documents. It is the intention of the parties hereto
that the Trust constitute a statutory trust under the Trust Statute and that
this Agreement constitute the governing instrument of such statutory trust. It
is the intention of the parties hereto that, solely for income and franchise tax
purposes, until the interest in the Transferor Certificate is held by more than
one Person, the Trust be disregarded as an entity separate from the Transferor.
At such time as the interest in the Transferor Certificate is

                                                            Amended and Restated
                                                                 Trust Agreement

                                       7
<PAGE>

held by more than one Person, it is the intention of the parties hereto that,
solely for income and franchise tax purposes, the Trust be treated as a
partnership, with the assets of the partnership being the Transferred
Receivables, the Note Trust Certificate and other assets held by the Trust, the
partners of the partnership being the Holder of the Transferor Certificate and
the Holders of the Supplemental Certificates. The parties agree that, unless
otherwise required by appropriate tax authorities, until the interest in the
Transferor Certificate is held by more than one Person, the Trust will not file
or cause to be filed annual or other returns, reports and other forms consistent
with the characterization of the Trust as an entity separate from the
Transferor. Effective as of the date hereof, the Trustee shall have all rights,
powers and duties set forth herein and in the Trust Statute with respect to
accomplishing the purposes of the Trust.

      SECTION 2.7. Liability of Beneficiaries. The Holder of the Transferor
Certificate and the Holders of any Supplemental Certificates, if any, shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

      SECTION 2.8. Title to Trust Property. Subject to the Lien granted in the
Indenture, legal title to all the Trust Estate shall be vested at all times in
the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Trust Estate to be vested in a
trustee or trustees, in which case title shall be deemed to be vested in the
Trustee, a co-trustee and/or a separate trustee, as the case may be.

      SECTION 2.9. Situs of Trust. The Trust will be located and administered in
the State of Illinois. All bank accounts maintained by the Trustee on behalf of
the Trust shall be located in the State of Delaware or the State of Illinois.
The Trust shall not have any employees in any state other than Illinois;
provided, however, that nothing herein shall restrict or prohibit the Trustee
from having employees within or without the State of Delaware. Payments will be
received by the Trust only in Delaware or Illinois, and payments will be made by
the Trust only from Delaware or Illinois.

      SECTION 2.10. Representations and Warranties of the Transferor. The
Transferor hereby represents and warrants to the Trustee that:

            (a)   the Transferor is duly organized and validly existing as a
      corporation in good standing under the laws of the State of Delaware, with
      power and authority to own its properties and to conduct its business as
      such properties are currently owned and such business is presently
      conducted.

            (b)   the Transferor is duly qualified to do business as a foreign
      corporation in good standing, and has obtained all necessary licenses and
      approvals, in all jurisdictions in which the ownership or lease of
      property or the conduct of its business shall require such qualifications.

            (c)   the Transferor has the power and authority to execute and
      deliver this Agreement and to carry out its terms; the Transferor has full
      power and authority to sell and assign the property to be sold and
      assigned to the Trust and the Transferor has duly authorized such sale and
      assignment to the Trust by all necessary corporate or other

                                                            Amended and Restated
                                                                 Trust Agreement

                                       8
<PAGE>

      action; and the execution, delivery and performance of this Agreement have
      been duly authorized by the Transferor by all necessary company or other
      action.

            (d)   The consummation of the transactions contemplated by this
      Agreement and the fulfillment of the terms hereof do not conflict with,
      result in any breach of any of the terms and provisions of, or constitute
      (with or without notice or lapse of time) a default under, the certificate
      of incorporation or by-laws of the Transferor, or any indenture, agreement
      or other instrument to which the Transferor is a party or by which it is
      bound; or result in the creation or imposition of any Lien upon any of its
      properties pursuant to the terms of any such indenture, agreement or other
      instrument (other than pursuant to the Related Documents); or violate any
      law or, to the best of the Transferor's knowledge, any order, rule or
      regulation applicable to the Transferor of any court or of any federal or
      state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Transferor or its properties.

            (e)   the Transferor has duly executed and delivered this Agreement,
      and this Agreement constitutes a legal, valid and binding obligation of
      the Transferor, enforceable in accordance with its terms, except as
      enforceability may be subject to or limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting the enforcement of
      creditors' rights generally and by general principles of equity
      (regardless of whether such enforcement is considered in a proceeding in
      equity or at law).

                                   ARTICLE III
                              BENEFICIAL INTERESTS

      SECTION 3.1. Initial Ownership. Upon the formation of the Trust by the
contribution by the Transferor pursuant to Section 2.5, the Transferor shall be
the sole beneficiary of the Trust.

      SECTION 3.2. Transferor Certificate. The Transferor Certificate shall
represent an undivided beneficial interest in the Trust Estate subject to the
Lien created pursuant to the Indenture, including the right to receive
Collections with respect to the Transferred Receivables and other amounts at the
times and in the amounts specified in the Indenture and any Indenture Supplement
to be paid to the Holder of the Transferor Certificate.

      SECTION 3.3. Restrictions on Transfer; Issuance of Supplemental
Certificates.

            (a)   The Transferor may from time to time transfer a portion of the
      Transferor Certificate by causing the issuance of one or more additional
      certificates (each a "Supplemental Certificate"). The form and terms of
      any Supplemental Certificate shall be defined in a supplement to this
      Agreement (which supplement shall be subject to Section 10.2 to the extent
      that it amends any of the terms of this Agreement) to be delivered to or
      upon the order of the Transferor (or the Holder of a Supplemental
      Certificate, in the case of the transfer or exchange thereof, as provided
      below). The issuance of any such Supplemental Certificate to any Person
      shall be subject to the Transferor having delivered to the Trustee and the
      Indenture Trustee a Tax Opinion, dated the date of such action (or
      transfer, exchange or other disposition provided below), with respect to
      such action or any state

                                                            Amended and Restated
                                                                 Trust Agreement

                                       9
<PAGE>
      securities law except for any such registration that has been duly
      completed and become effective.

      A Supplemental Certificate may be transferred or exchanged, and the
Transferor Certificate may be pledged, only upon satisfaction of the conditions
set forth in clause (a).

            (b)   The Transferor Certificate may be transferred in its entirety
      to a Person which is a member of the "affiliated group" as defined in
      Section 1504(a) of the Code of which the Transferor is a member without
      the consent or approval of the Noteholders, provided that the Transferor
      shall have delivered to the Trustee and the Indenture Trustee a Tax
      Opinion and an Opinion of Counsel of the type described in Section 3.3(a),
      dated the date of such transfer, with respect thereto. In connection with
      any such transfer, the Person to whom the Transferor Certificate is
      transferred will, by its acquisition and holding of an interest in the
      Transferor Certificate, assume all of the rights and obligations of the
      Transferor as described in this Agreement, each Related Document and in
      any supplement or amendment thereto (including the right under this
      paragraph (b) with respect to subsequent transfers of an interest in the
      Transferor Certificate).

                                   ARTICLE IV
                             ACTIONS BY THE TRUSTEE

      SECTION 4.1. Prior Notice to Holder of the Transferor Certificate with
Respect to Certain Matters. With respect to the following matters, the Trustee
shall not take action unless, at least thirty (30) days before the taking of
such action, the Trustee shall have notified the Holder of the Transferor
Certificate in writing of the proposed action and the Holder of the Transferor
Certificate shall not have notified the Trustee in writing prior to the
thirtieth (30th) day after such notice is given that the Holder of the
Transferor Certificate withheld consent or shall not have provided alternative
direction:

            (a)   the initiation of any claim or lawsuit by the Trust (except
      claims or lawsuits brought in connection with the collection of the Trust
      Estate) and the compromise of any action, claim or lawsuit brought by or
      against the Trust (except with respect to the aforementioned claims or
      lawsuits for collection of Trust Estate);

            (b)   the election by the Trust to file an amendment to the
      Certificate of Trust;

            (c)   the amendment of the Indenture in circumstances where the
      consent of any Noteholder is required;

            (d)   the amendment of the Indenture in circumstances where the
      consent of any Noteholder is not required and such amendment materially
      and adversely affects the interest of the Holder of the Transferor
      Certificate;

            (e)   the amendment, change or modification of the Administration
      Agreement, except to cure any ambiguity or to amend or supplement any
      provision in a manner, or add any provision, that would not materially and
      adversely affect the interests of the Holder of the Transferor
      Certificate; or

                                                            Amended and Restated
                                                                 Trust Agreement

                                       10
<PAGE>

            (f)   the appointment pursuant to the Indenture of a successor Note
      Registrar, Paying Agent or Indenture Trustee, or the consent to the
      assignment by the Note Registrar, Paying Agent or Indenture Trustee of its
      obligations under the Indenture or this Agreement, as applicable.

      SECTION 4.2. Action by the Holder of the Transferor Certificate with
Respect to Certain Matters. The Trustee shall not have the power, except upon
the direction of the Holder of the Transferor Certificate, to: (a) remove the
Administrator under the Administration Agreement, (b) appoint a successor
Administrator, or (c) except as expressly provided in the Related Documents,
sell the Transferred Receivables after the termination of the Indenture. The
Trustee shall take the actions referred to in the preceding sentence only upon
written instructions signed by the Holder of the Transferor Certificate.

      SECTION 4.3. Action by the Holder of the Transferor Certificate with
Respect to Bankruptcy. The Trustee shall not have the power to commence a
voluntary proceeding in bankruptcy relating to the Trust without the prior
approval of the Holder of the Transferor Certificate and the delivery to the
Trustee by the Holder of a Transferor Certificate of a certificate certifying
that the Holder of the Transferor Certificate reasonably believes that the Trust
is insolvent.

      SECTION 4.4. Restrictions on Power. The Holder of the Transferor
Certificate shall not direct the Trustee to take or refrain from taking any
action if such action or inaction would be contrary to any obligation of the
Trust or the Trustee under this Agreement or any of the Related Documents or
would be contrary to Section 2.3, nor shall the Trustee be obligated to follow
any such direction, if given.

                                    ARTICLE V
                       AUTHORITY AND DUTIES OF THE TRUSTEE

      SECTION 5.1. General Authority. The Trustee is authorized and directed to
execute and deliver the Related Documents to which the Trust is to be a party
and each certificate or other document attached as an exhibit to or contemplated
by the Related Documents to which the Trust is to be a party, in each case in
such form as the Transferor shall approve as evidenced conclusively by the
Trustee's execution thereof, and, on behalf of the Trust, to direct the
Indenture Trustee, from time to time, to authenticate and deliver Notes in the
amount specified in a letter of instruction from the Transferor to the Trustee.
In addition to the foregoing, the Trustee is authorized, but shall not be
obligated, to take all actions required of the Trust pursuant to the Related
Documents. The Trustee is further authorized from time to time to take such
action as the Transferor or the Administrator recommends with respect to the
Related Documents.

      SECTION 5.2. General Duties. It shall be the duty of the Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
this Agreement and the Related Documents to which the Trust is a party and to
administer the Trust in the interest of the Holder of the Transferor
Certificate, subject to the Related Documents and in accordance with this
Agreement. Notwithstanding the foregoing, the Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Related
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge

                                                            Amended and Restated
                                                                 Trust Agreement

                                       11
<PAGE>

any duty of the Trustee hereunder or under any Related Document, and the Trustee
shall not be held liable for the default or failure of the Administrator to
carry out its obligations under the Administration Agreement.

      SECTION 5.3. Action upon Instruction.

            (a)   Subject to Article IV and in accordance with the Related
      Documents, the Holder of the Transferor Certificate may by written
      instruction direct the Trustee in the management of the Trust. Such
      direction may be exercised at any time by written instruction of the
      Holder of the Transferor Certificate pursuant to Article IV.

            (b)   The Trustee shall not be required to take any action hereunder
      or under any Related Document if the Trustee shall have reasonably
      determined, or shall have been advised by counsel, that such action is
      likely to result in liability on the part of the Trustee or is contrary to
      the terms hereof or of any Related Document or is otherwise contrary to
      law.

            (c)   Whenever the Trustee is unable to decide between alternative
      courses of action permitted or required by this Agreement or any Related
      Document, the Trustee shall promptly give notice (in such form as shall be
      appropriate under the circumstances) to the Holder of the Transferor
      Certificate requesting instruction as to the course of action to be
      adopted, and to the extent the Trustee acts in good faith in accordance
      with any written instruction of the Holder of the Transferor Certificate
      received, the Trustee shall not be liable on account of such action to any
      Person. If the Trustee shall not have received appropriate instruction
      within ten (10) days of such notice (or within such shorter period of time
      as reasonably may be specified in such notice or may be necessary under
      the circumstances) it may, but shall be under no duty to, take or refrain
      from taking such action, not inconsistent with this Agreement or the
      Related Documents, as it shall deem to be in the best interests of the
      Holder of the Transferor Certificate, and shall have no liability to any
      Person for such action or inaction.

            (d)   In the event that the Trustee is unsure as to the application
      of any provision of this Agreement or any Related Document or any such
      provision is ambiguous as to its application, or is, or appears to be, in
      conflict with any other applicable provision, or in the event that this
      Agreement permits any determination by the Trustee or is silent or is
      incomplete as to the course of action that the Trustee is required to take
      with respect to a particular set of facts, the Trustee may give notice (in
      such form as shall be appropriate under the circumstances) to the Holder
      of the Transferor Certificate requesting instruction and, to the extent
      that the Trustee acts or refrains from acting in good faith in accordance
      with any such instruction received, the Trustee shall not be liable, on
      account of such action or inaction, to any Person. If the Trustee shall
      not have received appropriate instruction within ten (10) days of such
      notice (or within such shorter period of time as reasonably may be
      specified in such notice or may be necessary under the circumstances) it
      may, but shall be under no duty to, take or refrain from taking such
      action, not inconsistent with this Agreement or the Related Documents, as
      it shall deem to be in the best interests of the Holder of the Transferor
      Certificate, and shall have no liability to any Person for such action or
      inaction.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       12
<PAGE>

      SECTION 5.4. No Duties Except as Specified in this Agreement or in
Instructions. The Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, dispose of or otherwise
deal with the Trust Estate, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which
the Trustee is a party, except as expressly provided by this Agreement or in any
document or written instruction received by the Trustee pursuant to Section 5.3;
and no implied duties or obligations shall be read into this Agreement or any
Related Document against the Trustee. The Trustee shall have no responsibility
for filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security interest
or Lien granted to it hereunder or to prepare or file any Commission filing for
the Trust or to record this Agreement or any Related Document. The Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any Liens on any part of the Trust
Estate that result from the negligence or willful misconduct of the Trustee.

      SECTION 5.5. No Action Except Under Specified Documents or Instructions.
The Trustee shall not manage, control, use, sell, dispose of or otherwise deal
with any part of the Trust Estate except: (i) in accordance with the powers
granted to and the authority conferred upon the Trustee pursuant to this
Agreement, (ii) in accordance with the Related Documents and (iii) in accordance
with any document or instruction delivered to the Trustee pursuant to Section
5.3.

      SECTION 5.6. Restrictions. The Trustee shall not take any action: (a) that
is inconsistent with the purposes of the Trust set forth in Section 2.3 or (b)
that, to the actual knowledge of the Trustee, would result in the Trust becoming
taxable as a corporation for Federal income tax purposes. The Transferor shall
not direct the Trustee to take action that would violate this Section.

      SECTION 5.7. Tax Returns. In the event the Trust shall be required to file
tax returns, the Trustee, upon request, will furnish Administrator with all such
information known to the Trustee as may be reasonably required in connection
with the preparation of all tax returns of the Trust, and shall, upon request,
execute such returns. In no event shall the Trustee be liable for any
liabilities, costs or expenses of the Trust arising under any tax law, including
federal, state or local income or excise taxes or any other tax imposed on or
measured by income (or any interest or penalty with respect thereto arising from
a failure to comply therewith).

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

      SECTION 6.1. Acceptance of Trusts and Duties. The Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts but only upon the terms of this Agreement. The Trustee also agrees
to disburse all moneys actually received by it constituting part of the Trust
Estate upon the terms of the Related Documents and this Agreement. The Trustee
shall not be answerable or accountable hereunder or under any Related Document
under any circumstances, except: (i) for its own willful misconduct or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 6.3

                                                            Amended and Restated
                                                                 Trust Agreement

                                       13
<PAGE>

expressly made by the Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

            (a)   the Trustee shall not be liable for any error of judgment made
      in good faith by a responsible officer of the Trustee unless it is proved
      that the Trustee was negligent in ascertaining the pertinent facts;

            (b)   the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in accordance with the instructions of
      the Administrator, the Master Servicer or the Transferor;

            (c)   no provision of this Agreement or any Related Document shall
      require the Trustee to expend or risk funds or otherwise incur any
      financial liability in the performance of any of its rights or powers
      hereunder or under any Related Document, if the Trustee shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured or
      provided to it;

            (d)   under no circumstances shall the Trustee be liable for
      indebtedness evidenced by or arising under any of the Related Documents,
      including the principal of and interest on the Notes;

            (e)   the Trustee shall not be responsible for or in respect of the
      validity or sufficiency of this Agreement or for the due execution hereof
      by the Transferor or for the form, character, genuineness, sufficiency,
      value or validity of any of the Trust Estate or for or in respect of the
      validity or sufficiency of the Related Documents, other than the
      certificate of authentication on the Transferor Certificate, and the
      Trustee shall in no event assume or incur any liability, duty or
      obligation to any Noteholder or to the Holder of the Transferor
      Certificate, other than as expressly provided for herein and in the
      Related Documents;

            (f)   the Trustee shall not be liable for the default or misconduct
      of the Administrator, the Transferor, the Indenture Trustee or the Master
      Servicer under any of the Related Documents or otherwise and the Trustee
      shall have no obligation or liability to perform the obligations of the
      Trust under this Agreement or the Related Documents that are required to
      be performed by the Administrator under the Administration Agreement, the
      Indenture Trustee under the Indenture or the Master Servicer under the
      Servicing Agreement; and

            (g)   the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Agreement, or to institute,
      conduct or defend any litigation under this Agreement or otherwise or in
      relation to this Agreement or any Related Document, at the request, order
      or direction of the Holder of the Transferor Certificate unless the Holder
      of the Transferor Certificate offered to the Trustee security or indemnity
      satisfactory to it against the costs, expenses and liabilities that may be
      incurred by the Trustee therein or thereby. The right of the Trustee to
      perform any discretionary act enumerated in this Agreement or in any
      Related Document shall not be construed as a

                                                            Amended and Restated
                                                                 Trust Agreement

                                       14
<PAGE>

      duty, and the Trustee shall not be answerable for other than its
      negligence or willful misconduct in the performance of any such act.

      SECTION 6.2. Furnishing of Documents. The Trustee shall furnish to the
Holder of the Transferor Certificate promptly upon receipt of a written request
therefor, and at the expense of the Holder of the Transferor Certificate,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Trustee under
the Related Documents.

      SECTION 6.3. Representations and Warranties. The Trustee hereby represents
and warrants to the Holder of the Transferor Certificate, that:

            (a)   it is a banking corporation duly organized and validly
      existing in good standing under the laws of Delaware, with the requisite
      corporate power and authority to execute, deliver and perform its
      obligations under this Agreement;

            (b)   it has taken all corporate action necessary to authorize the
      execution and delivery by it of this Agreement, and this Agreement will be
      executed and delivered by one of its officers who is duly authorized to
      execute and deliver this Agreement on its behalf;

            (c)   the execution and delivery of this Agreement, the consummation
      of the transactions contemplated by this Agreement and the fulfillment of
      the terms hereof do not conflict with, result in any breach of any of the
      terms and provisions of, or constitute (with or without notice or lapse of
      time) a default under, the certificate of incorporation or by-laws of the
      Trustee, or to the best of its knowledge without independent investigation
      any indenture, agreement or other instrument to which the Trustee is a
      party or by which it is bound; or violate any Federal or state law
      governing the banking or trust powers of the Trustee; or, to the best of
      the Trustee's knowledge, violate any order, rule or regulation applicable
      to the Trustee of any court or of any Federal or state regulatory body,
      administrative agency or other governmental instrumentality having
      jurisdiction over the Trustee or its properties; and

            (d)   this Agreement, assuming due authorization, execution and
      delivery by the Transferor, constitutes a valid, legal and binding
      obligation of the Trustee, enforceable against it in accordance with the
      terms hereof subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally and to general principles of equity, regardless of whether such
      enforcement is considered in a proceeding in equity or at law.

      SECTION 6.4. Reliance; Advice of Counsel.

            (a)   Except to the extent otherwise provided in Section 6.1, the
      Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate,
      report, opinion, bond or other document or paper (whether in its original
      or facsimile form believed by it to be genuine and believed by it to be
      signed by the proper party or parties). The Trustee may accept a certified
      copy of a resolution of the board of directors or other governing body of
      any party as conclusive

                                                            Amended and Restated
                                                                 Trust Agreement

                                       15
<PAGE>

      evidence that such resolution has been duly adopted by such body and that
      the same is in full force and effect. As to any fact or matter the method
      of the determination of which is not specifically prescribed herein, the
      Trustee may for all purposes hereof rely on a certificate, signed by the
      president, any vice president, the treasurer or other authorized officers
      of the relevant party as to such fact or matter, and such certificate
      shall constitute full protection to the Trustee for any action taken or
      omitted to be taken by it in good faith in reliance thereon.

            (b)   In the exercise or administration of the trusts hereunder and
      in the performance of its duties and obligations under this Agreement or
      the Related Documents, the Trustee: (i) may act directly or through its
      agents or attorneys pursuant to agreements entered into with any of them,
      and the Trustee shall not be liable for the conduct or misconduct of such
      agents or attorneys if such agents or attorneys shall have been selected
      by the Trustee with reasonable care, and (ii) may consult with counsel,
      accountants and other skilled Persons to be selected with reasonable care
      and employed by it. The Trustee shall not be liable for anything done,
      suffered or omitted in good faith by it in accordance with the written
      opinion or advice of any such counsel, accountants or other such Persons
      and which opinion or advice states that such action is not contrary to
      this Agreement or any Related Document.

      SECTION 6.5. Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created The Bank of New York
(Delaware) acts solely as the Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Trustee by reason of the
transactions contemplated by this Agreement or any Related Document shall look
only to the Trust Estate for payment or satisfaction thereof.

      SECTION 6.6. Trustee Not Liable for Notes or Receivables. The recitals
contained in the Notes (other than the signature and counter-signature of the
Trustee on the Notes) shall be taken as the statements of the Transferor, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representations as to the validity or sufficiency of this Agreement, of
any Related Document, of the Notes, or of any Transferred Receivable or related
documents. The Trustee shall at no time have any responsibility or liability for
or with respect to the legality, validity and enforceability of any Transferred
Receivable, or the perfection and priority of any security interest created by
any Transferred Receivable or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to the Holder of the
Transferor Certificate under this Agreement or the Noteholders under the
Indenture, including: (a) the existence, condition and ownership of the
Transferred Receivables, (b) the existence and enforceability of any insurance
thereon, (c) the existence and contents of any Transferred Receivable on any
computer or other record thereof, (d) the validity of the assignment of any
Transferred Receivable to the Trust or of any intervening assignment, (e) the
completeness of any Transferred Receivable, (f) the performance or enforcement
of any Transferred Receivable, and (g) the compliance by the Transferor or the
Master Servicer with any warranty or representation made under any Related
Document or in any related document or the accuracy of any such warranty or
representation or any action of the Administrator, the Indenture Trustee or the
Master Servicer or any subservicer taken in the name of the Trustee.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       16
<PAGE>

      SECTION 6.7. Trustee May Not Own Notes. The Trustee shall not, in its
individual capacity, but may in a fiduciary capacity, become the owner or
pledgee of Notes or otherwise extend credit to the Trust. The Trustee may
otherwise deal with the Transferor, the Administrator, the Indenture Trustee and
the Master Servicer with the same rights as it would have if it were not the
Trustee.

                                  ARTICLE VII
                           COMPENSATION OF THE TRUSTEE

      SECTION 7.1. Trustee's Fees and Expenses. The Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed
upon before the date hereof between the Transferor and the Trustee, and the
Trustee shall be entitled to be reimbursed by the Transferor for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Trustee may employ in connection with the exercise and performance of its rights
and its duties hereunder.

      SECTION 7.2. Indemnification. The Transferor shall be liable as primary
obligor for, and shall indemnify the Trustee and its successors, assigns, agents
and servants (collectively, the "Indemnified Parties") from and against, any and
all liabilities, obligations, losses, damages, taxes, claims, actions and suits,
and any and all reasonable costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses"), which may at any time be imposed on, incurred by or
asserted against the Trustee or any other Indemnified Party in any way relating
to or arising out of this Agreement, the Related Documents, the Trust Estate,
the administration of the Trust Estate or the action or inaction of the Trustee
hereunder, except only that the Transferor shall not be liable for or required
to indemnify an Indemnified Party from and against Expenses arising or resulting
from: (a) such Indemnified Party's willful misconduct or negligence or (b) with
respect to the Trustee, the inaccuracy of any representation or warranty
contained in Section 6.3 expressly made by the Trustee. The indemnities
contained in this Section shall survive the resignation or termination of the
Trustee or the termination of this Agreement. In any event of any claim, action
or proceeding for which indemnity will be sought pursuant to this Section, the
Trustee's choice of legal counsel shall be subject to the approval of the
Transferor, which approval shall not be unreasonably withheld.

      SECTION 7.3. Payments to the Trustee. Any amounts paid to the Trustee
pursuant to this Article VII shall be deemed not to be a part of the Trust
Estate immediately after such payment.

                                  ARTICLE VIII
                         TERMINATION OF TRUST AGREEMENT

      SECTION 8.1. Termination of Trust Agreement.

            (a)   The Trust shall dissolve upon the date specified by the
      Transferor (the "Trust Termination Date", written notice of which shall be
      provided to the Trustee), provided, that the Trust Termination Date shall
      not be earlier than the day on which the

                                                            Amended and Restated
                                                                 Trust Agreement

                                       17
<PAGE>

      rights of all Noteholders of all Series of Notes to receive payments from
      the Trust have terminated. After satisfaction of liabilities of the Trust
      as provided by applicable law, any money or other property held as part of
      the Trust Estate following such distribution shall be distributed to the
      Transferor. The bankruptcy, liquidation, dissolution, termination, death
      or incapacity of the Transferor shall not (x) operate to terminate this
      Agreement or annul, dissolve or terminate the Trust, (y) entitle the
      Transferor's legal representatives or heirs to claim an accounting or to
      take any action or proceeding in any court for a partition or winding up
      of all or any part of the Trust or Trust Estate or (z) otherwise affect
      the rights, obligations and liabilities of the parties hereto.

            (b)   Except as provided in Section 8.1(a), neither the Transferor
      nor the Holder of the Transferor Certificate shall be entitled to
      dissolve, revoke or terminate the Trust.

                                   ARTICLE IX
                   SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

      SECTION 9.1. Eligibility Requirements for the Trustee. The Trustee shall
at all times: (a) be a bank satisfying the provisions of Section 26(a)(1) (and
subsection (a)(4)(i) of Rule 3(a)(7)) of the Investment Company Act of 1940, as
amended, (b) be authorized to exercise corporate trust powers, (c) have a
combined capital and surplus of at least $50,000,000 and be subject to
supervision or examination by Federal or State authorities, and (d) have (or
have a parent that has) a rating of at least "Baa3" by Moody's, if rated by
Moody's, or at least "BBB" by S&P, if rated by S&P (or if not rated by Moody's
or S&P, a comparable rating by another statistical rating agency). If such
corporation shall publish reports of condition at least annually, pursuant to
law or the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. At all times, the Trustee
of the Trust shall satisfy the requirements of Section 3807(a) of the Trust
Statute. In case at any time the Trustee shall cease to be eligible in
accordance with this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 9.2.

      SECTION 9.2. Resignation or Removal of the Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Administrator. Upon receiving such notice of resignation,
the Administrator, on behalf of the Trust, shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and have accepted appointment
within thirty (30) days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

      If at any time the Trustee shall cease to be eligible in accordance with
Section 9.1 and shall fail to resign after written request therefor by the
Administrator, or if at any time the Trustee shall be legally unable to act, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator, on behalf of the Trust, may
remove the Trustee. If the

                                                            Amended and Restated
                                                                 Trust Agreement

                                       18
<PAGE>

Administrator, on behalf of the Trust, shall remove the Trustee under the
authority of the preceding sentence, the Administrator, on behalf of the Trust,
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the outgoing Trustee so
removed and one copy to the successor Trustee, and pay all fees owed to the
outgoing Trustee.

      Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to this Section shall not become effective until acceptance of
appointment by the successor Trustee pursuant to Section 9.3 and payment of all
fees and expenses owed to the outgoing Trustee. The Administrator shall provide
notice of such resignation or removal of the Trustee to each of the Rating
Agencies.

      SECTION 9.3. Successor Trustee. Any successor Trustee appointed pursuant
to this Section shall execute, acknowledge and deliver to the Administrator and
to its predecessor Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties,
and obligations of its predecessor under this Agreement, with like effect as if
originally named as the Trustee. The predecessor Trustee shall upon payment of
its fees and expenses deliver to the successor Trustee all documents and
statements and monies held by it under this Agreement; and the Administrator and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

      No successor Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Trustee shall be eligible
pursuant to Section 9.1.

      Upon acceptance of appointment by a successor Trustee pursuant to this
Section, the Administrator shall mail notice of such appointment to the Holder
of the Transferor Certificate, the Indenture Trustee, the Noteholders and the
Rating Agencies. If the Administrator shall fail to mail such notice within ten
(10) days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Administrator.

      SECTION 9.4. Merger or Consolidation of the Trustee. Any corporation or
other entity into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided, that such
corporation shall be eligible pursuant to Section 9.1, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; and provided further,
that the Trustee shall mail notice of such merger or consolidation to the Rating
Agencies.

      SECTION 9.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or Trust Estate may at the time be

                                                            Amended and Restated
                                                                 Trust Agreement

                                       19
<PAGE>

located, the Administrator, on behalf of the Trust, and the Trustee acting
jointly shall have the power and may execute and deliver all instruments to
appoint one or more Person(s) approved by the Trustee to act as co-trustee(s),
jointly with the Trustee, or separate trustee(s), of all or any part of the
Trust Estate, and to vest in such Person(s), in such capacity and for the
benefit of the Holder of the Transferor Certificate, such title to the Trust
Estate, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the
Administrator, on behalf of the Trust, and the Trustee may consider necessary or
desirable. If the Administrator, on behalf of the Trust, shall not have joined
in such appointment within fifteen (15) days after the receipt by it of a
request so to do, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to
Section 9.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 9.3.

      Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i)   all rights, powers, duties and obligations conferred or
            imposed upon the Trustee shall be conferred or imposed upon and
            exercised or performed by the Trustee and such separate trustee or
            co-trustee jointly (it being understood that such separate trustee
            or co-trustee is not authorized to act separately without the
            Trustee joining in such act), except to the extent that under any
            law of any jurisdiction in which any particular act(s) are to be
            performed, the Trustee shall be incompetent or unqualified to
            perform such act(s), in which event such rights, powers, duties and
            obligations (including the holding of title to the Trust Estate or
            any portion thereof in any such jurisdiction) shall be exercised and
            performed singly by such separate trustee or co-trustee, but solely
            at the direction of the Trustee;

                  (ii)  no separate trustee or co-trustee under this Agreement
            shall be personally liable by reason of any act or omission of any
            other trustee under this Agreement; and

                  (iii) the Administrator, on behalf of the Trust, and the
            Trustee acting jointly may at any time accept the resignation of or
            remove any separate trustee or co-trustee.

      Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Each
such instrument shall be filed with the Trustee and a copy thereof given to the
Administrator.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       20
<PAGE>

      Any separate trustee or co-trustee may at any time appoint the Trustee as
its agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor separate trustee or co-trustee.

      The Trustee shall have no obligation to determine whether a co-trustee or
separate trustee is legally required in any jurisdiction in which any part of
the Trust Estate may be located.

                                   ARTICLE X
                                  MISCELLANEOUS

      SECTION 10.1. Clean-Up Call. On any day occurring on or after the date on
which the outstanding principal balance of any Series of Notes is reduced to ten
percent (10%) or less of the initial outstanding principal balance of such
Series (or, if so specified in the related Indenture Supplement, the highest
outstanding principal balance of such Series), the Transferor shall have the
option to reduce the Collateral Amount for such Series to zero and transfer that
portion of the Note Trust Principal Balance to the Free Equity Amount by paying
the Trust a redemption price equal to the greater of (x) the Collateral Amount,
plus the applicable Allocation Percentage of outstanding Non-Principal
Receivables and (y) (i) if such day is a Payment Date, the Reassignment Amount
for such Payment Date or (ii) if such day is not a Payment Date, the
Reassignment Amount of the Payment Date following such day. The Transferor shall
give the Trust at least thirty (30) days' prior written notice on the date on
which the Transferor intends to exercise such option.

      SECTION 10.2. Supplements and Amendments. This Agreement may be amended
from time to time by a written amendment duly executed and delivered by the
Transferor and the Trustee, without the consent of the Holder of the Transferor
Certificate, to cure any ambiguity, to correct or supplement any provisions in
this Agreement, or for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions in this Agreement or of
modifying in any manner the rights of the Holder of the Transferor Certificate;
provided, however, that such action shall not, as evidenced by an Officer's
Certificate of the Transferor, adversely affect in any material respect the
interests of the Holder of the Transferor Certificate.

      This Agreement may also be amended from time to time by the Transferor and
the Trustee, with the written consent of the Holder of Transferor Certificate,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holder of the Transferor Certificate.

      Without the consent of all Noteholders, no amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the timing of
distributions that are required to be made for the benefit of the Noteholders or
(b) reduce the aforesaid percentage of the Outstanding Principal Balance of the
Notes, the holders of which are required to consent to any such amendment.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       21
<PAGE>

      Promptly after the execution of any such amendment or consent, the
Transferor shall furnish written notification of the substance of such amendment
or consent to the Indenture Trustee.

      It shall not be necessary for the consent of the Holder of the Transferor
Certificate pursuant to this Section 10.1 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

      Promptly after the execution of any amendment to the Certificate of Trust,
the Trustee shall cause the filing of such amendment with the Secretary of State
of the State of Delaware.

      The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officer's Certificate of the Transferor to the effect that the
conditions to amendment of this Agreement have been satisfied.

      The Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Trustee's own rights, duties or immunities under this
Agreement or otherwise.

      SECTION 10.3. No Legal Title to Trust Estate in the Transferor. The
Transferor shall not have legal title to any part of the Trust Estate. No
transfer, by operation of law or otherwise, of any right, title or interest of
the Transferor in, to and under their ownership interest in the Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Estate.

      SECTION 10.4. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Trustee, the Transferor, and the
Holder of the Transferor Certificate and nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.

      SECTION 10.5. Notices. Unless otherwise expressly specified or permitted
by the terms hereof, all notices shall be in writing, personally delivered or
mailed by certified mail, postage prepaid and return receipt requested, and
shall be deemed to have been duly given upon receipt: (i) if to the Trustee,
addressed to the Corporate Trust Office, and (ii) if to the Transferor,
addressed to 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192,
Attention: General Counsel; or, as to any party, at such other address as shall
be designated by such party in a written notice to the other party.

      SECTION 10.6. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      SECTION 10.7. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

                                                            Amended and Restated
                                                                 Trust Agreement

                                       22
<PAGE>

      SECTION 10.8. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of the Trustee
and its successors and the Transferor and its successors and permitted assigns,
all as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by the Holder of the Transferor Certificate shall bind the
successors and assigns of the Transferor.

      SECTION 10.9. No Petition. The Trustee on behalf of the Trust, by entering
into this Agreement and the Holder of the Transferor Certificate, by accepting
the Transferor Certificate, hereby covenant and agree that they each will not at
any time institute against the Transferor or the Trust, or join in any
institution against the Transferor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes for a period of one (1) year and one
(1) day following the termination of all obligations under any of the Related
Documents; provided, that nothing in this paragraph shall preclude, or be deemed
to estop, the Trustee or the Holder of the Transferor Certificate from taking
any action prior to the expiration of the applicable preference period in any
involuntary proceeding filed or commenced against the Transferor or the Trust by
a Person other than the Trustee or the Holder of the Transferor Certificate or
to otherwise limit any claims that the Trustee or the Holder of the Transferor
Certificate may have against the Transferor or the Trustee.

      SECTION 10.10. No Recourse. The Holder of the Transferor Certificate (or
any interest therein), by accepting the Transferor Certificate (or its interest
therein), acknowledges that the Transferor Certificate represents a beneficial
interest in the Trust only and the Transferor Certificate does not represent an
interest in or obligation of the Transferor, the Master Servicer, the
Administrator, the Trustee, the Indenture Trustee or any Affiliate of any of the
foregoing, and no recourse may be had against such parties or their assets
except as may be expressly set forth or contemplated provided in this Agreement
or the Related Documents.

      SECTION 10.11. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      SECTION 10.12. Governing Law; Consent to Jurisdiction; Waiver of Jury
Trial.

            (a)   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            (b)   EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR
      FEDERAL COURTS LOCATED IN DELAWARE SHALL HAVE JURISDICTION TO HEAR AND
      DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT
      OR TO ANY MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROVIDED,
      THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE

                                                            Amended and Restated
                                                                 Trust Agreement

                                       23
<PAGE>

      COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF DELAWARE. 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 HEREBY
      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.

            (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 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      SECTION 10.13. Administrator. The Transferor and Trustee acknowledge that
the Administrator is authorized to execute on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust to prepare, file or deliver pursuant to this Agreement
and the Related Documents. Upon written request, the Trustee shall execute and
deliver to the Administrator a power of attorney appointing the Administrator
its agent and attorney-in-fact to execute all such documents, reports, filings,
instruments, certificates and opinions.

      SECTION 10.14. Securities Law Filings. The Transferor is hereby authorized
to, and shall, make and file on behalf of the Trust any and all registration
statements, amendments to registration statements, Form 10-Ks, Form 10-Qs, other
periodic reports, and any and all other reports, forms or filings to be filed
under any securities laws, rules and regulations or with any Governmental
Authority, including the Commission. Any such filings made by the Transferor on
or prior to the date hereof are hereby approved, confirmed and ratified.

      SECTION 10.15. Amendment and Restatement. This Agreement amends and
restates the Existing Trust Agreement.

                               [SIGNATURES FOLLOW]

                                                            Amended and Restated
                                                                 Trust Agreement

                                       24
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.

                                     THE BANK OF NEW YORK (DELAWARE),
                                     as Trustee

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________

                                                            Amended and Restated
                                                                 Trust Agreement

                                      S-1
<PAGE>

                                     CDF FUNDING, INC.

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________

                                                            Amended and Restated
                                                                 Trust Agreement

                                      S-2
<PAGE>

                                                                       EXHIBIT A
                                                              to Trust Agreement

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT IN ACCORDANCE WITH
THE TRUST AGREEMENT.

R-[__]

                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                             TRANSFEROR CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of dealer floorplan loan receivables sold or
contributed to the Trust by CDF Funding, Inc.

      (This Certificate does not represent an interest in or obligation of CDF
Funding, Inc., GE Commercial Distribution Finance Corporation, Transamerica
Commercial Finance Corporation, General Electric Capital Services, Inc., General
Electric Capital Corporation or General Electric Company, or any of their
respective Affiliates, except to the extent described below.)

      THIS CERTIFIES THAT CDF Funding, Inc. is the owner of a ONE HUNDRED
PERCENT nonassessable, fully-paid, undivided interest in the GE Dealer Floorplan
Master Note Trust (the "Trust") formed by CDF Funding, Inc., a Delaware
corporation (the "Transferor").

      The Trust was created pursuant to a Trust Agreement dated as of April 20,
2004 (as amended and restated as of [ ], 2004, the "Trust Agreement") between
the Transferor and The Bank of New York (Delaware), as trustee (the "Trustee").
To the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Trust Agreement. This Certificate is
one of the duly authorized Certificates designated as "Transferor Certificate"
(herein called the "Transferor Certificate") issued under and subject to the
terms, provisions and conditions of the Trust Agreement, to which the Holder of
this Transferor Certificate by virtue of the acceptance hereof assents and by
which holder is bound.

      It is the intent of the Transferor, and the Holder of the Transferor
Certificate that, solely for purposes of Federal income, State and local income
and franchise and any other income taxes measured in whole or in part by income,
until the interest in the Transferor Certificate is held by more than one
Person, the Trust be disregarded as an entity separate from its owner. At such
time that the interest in the Transferor Certificate is held by more than one
Person, it is the intent of the Transferor, and the Holder of a Transferor
Certificate and the Holders of the Supplemental Certificates that, solely for
purposes of Federal income, State and local income and franchise and any other
income taxes measured in whole or in part by income, the Trust be treated as a
partnership, the assets of which are the assets held by the Trust, and the
Holder of the Transferor Certificate and the Holders of the Supplemental
Interests will be treated as partners in that partnership. The Transferor and
the Holder of the Transferor Certificate, by acceptance of the Transferor
Certificate, agree to treat, and to take no action inconsistent with the
treatment of, the Transferor Certificate as such for tax purposes.

                                                            Amended and Restated
                                                                 Trust Agreement

                                      A-1
<PAGE>

      The Holder of the Transferor Certificate, by its acceptance of the
Transferor Certificate, covenants and agrees that the Holder of the Transferor
Certificate will not at any time institute against the Transferor or the Trust,
or join in any institution against the Transferor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or State bankruptcy or
similar law in connection with any obligations relating to any of the Related
Documents for a period of one (1) year and one (1) day following the termination
of all obligations under the Related Documents.

      The Transferor Certificate does not represent an obligation of, or an
interest in, the Transferor, the Master Servicer, GE Commercial Distribution
Finance Corporation, Transamerica Commercial Finance Corporation, General
Electric Capital Services, Inc., General Electric Capital Corporation or General
Electric Company, the Trustee or any of their respective Affiliates and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein or in the Trust Agreement or the
Related Documents.

      Unless the certificate of authentication hereon shall have been executed
by an Authorized Officer of the Trustee, by manual signature, this Transferor
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or be valid for any purpose.

      This Transferor Certificate shall be construed in accordance with the laws
of the State of Delaware, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                                                            Amended and Restated
                                                                 Trust Agreement

                                      A-2
<PAGE>

      IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Transferor Certificate to be duly executed.

                                    GE DEALER FLOORPLAN MASTER NOTE TRUST

                                    By: The Bank of New York (Delaware),
                                        not in its individual capacity, but
                                        solely as Trustee

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

                                                            Amended and Restated
                                                                 Trust Agreement

                                      A-3
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is the Transferor Certificate referred to in the within-mentioned
Trust Agreement.

The Bank of New York (Delaware),
as Trustee

By: _____________________________________
            Authorized Officer

Date: [____________], 200[_]

                                                            Amended and Restated
                                                                 Trust Agreement

                                      A-4
<PAGE>

                                                                       EXHIBIT B
                                                              to Trust Agreement

                          FORM OF CERTIFICATE OF TRUST

                                       OF

                      GE DEALER FLOORPLAN MASTER NOTE TRUST

      THIS CERTIFICATE OF TRUST of GE Dealer Floorplan Master Note Trust (the
"Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as owner trustee, to form a statutory trust under the Delaware
Statutory Trust Act (12 Del. Code Section 3801 et seq.) (the "Act").

      1.    Name. The name of the statutory trust formed hereby is "GE Dealer
Floorplan Master Note Trust. "

      2.    Delaware Trustee. The name and business address of the owner trustee
of the Trust in the State of Delaware is The Bank of New York (Delaware), White
Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Administration.

      3.    Effective Date. This Certificate of Trust shall be effective upon
filing.

      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                          THE BANK OF NEW YORK (DELAWARE),
                                          as owner trustee

                                          By:_______________________________
                                             Name:
                                             Title:

                                                            Amended and Restated
                                                                 Trust Agreement

                                      B-1