EX-4.6



 






Exhibit 4.6




AMENDMENT NO. 1 TO



SERIES 2004-NTC SUPPLEMENT




     THIS AMENDMENT NO. 1 TO SERIES 2004-NTC SUPPLEMENT, dated as of as of May 5, 2005 (this
“Amendment”), is among CDF Financing, L.L.C., a Delaware limited liability company, as
transferor (the “Transferor”), GE Commercial Distribution Finance Corporation, a Delaware
corporation, as servicer (the “Servicer”), and Wilmington Trust Company, as trustee (the
“Trustee”).



BACKGROUND




     The parties hereto are parties to a series 2004-NTC supplement, dated as of August 12, 2004
(as amended, modified or supplemented, the “Series 2004-NTC Supplement”), to an amended and
restated pooling and servicing agreement, dated as of April 1, 2000 (as amended, the
“Agreement”) among the Transferor, the Servicer and the Trustee; and



     the parties hereto desire to amend the Series 2004-NTC Supplement as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



     SECTION 1. Definitions. Capitalized terms defined in the Series 2004-NTC Supplement
and used but not otherwise defined herein have the meanings given to them in the Series 2004-NTC
Supplement.



     SECTION 2. Amendments to the Series 2004-NTC Supplement. Effective as of April 18,
2005, Section 1.1 of the Series 2004-NTC Supplement is hereby amended by:



     (a) amending the definition of “Floating Allocation Percentage” by deleting the phrase
"(or, for purposes of the calendar month in which the Note Trust has issued its first two series,
July 31, 2004)” at the end of clause (a)(i) thereof and replacing such phrase with the phrase “(or,
in the case of any month in which a series has been issued by the Note Trust, the closing date for
such series)” in substitution therefor; and



     (b) amending the definition of “Principal Allocation Percentage” by deleting the
phrase “(or, for purposes of the month in which the Note Trust has issued its first two series,
July 31, 2004” at the beginning of the parenthetical in clause (a)(i) thereof and replacing such
phrase with the phrase “(or, in the case of any month in which a series has been issued by the Note
Trust, the closing date for such series)” in substitution therefor.



     SECTION 3. Representations and Warranties. In order to induce the parties hereto to
enter into this Amendment, each of the parties hereto represents and warrants unto the other
parties hereto as set forth in this Section 3:



 









 





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



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



     SECTION 4. Binding Effect; Ratification.



     (a) This Amendment shall become effective, as of the date first set forth in Section 2
above, when counterparts hereof shall have been executed and delivered by the parties hereto, and
thereafter shall be binding on the parties hereto and their respective successors and assigns.



     (b) The Series 2004-NTC Supplement, as amended hereby, remains in full force and effect. Any
reference to the Series 2004-NTC Supplement from and after the date hereof shall be deemed to refer
to the Series 2004-NTC Supplement as amended hereby, unless otherwise expressly stated.



     (c) Except as expressly amended hereby, the Series 2004-NTC Supplement shall remain in full
force and effect and is hereby ratified and confirmed by the parties hereto.



     SECTION 5. Miscellaneous.



     (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS
THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



     (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIM OR DISPUTES BETWEEN THEM PERTAINING TO THIS AMENDMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AMENDMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEAL
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN
NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO WAIVES ANY OBJECTION THAT SUCH
PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL



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OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 13.6 OF THE AGREEMENT AND THAT SERVICE
SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE
DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.




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



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



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



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



[SIGNATURES FOLLOW]




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



	 	 	 	 	 	 	 
	 	 	CDF FINANCING, L.L.C.,
as Transferor	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ W. Steven Culp
	

	 	 	 	 	 	 
	

	 	Name:	 	W. Steven Culp
	

	 	 	 	 	 	 
	 	 	Title:	 	Manager
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, 

as Servicer	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ W. Steven Culp
	

	 	 	 	 	 	 
	

	 	Name:	 	W. Steven Culp	 	 
	

	 	 	 	 	 	 
	

	 	Title:	 	Treasurer	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, 

as Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	By Deutsche Bank Trust Company Americas

(f/k/a Bankers Trust Company), as Agent	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Louis Bodi
	

	 	 	 	 	 	 
	

	 	Name:	 	Louis Bodi	 	 
	

	 	 	 	 	 	 
	

	 	Title:	 	Vice President	 	 
	

	 	 	 	 	 	 







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