EX-4.2



 






Exhibit 4.2




GE DEALER FLOORPLAN MASTER NOTE TRUST,




as Issuer,




And




WILMINGTON TRUST COMPANY,




as Indenture Trustee




SERIES 2005-1 INDENTURE SUPPLEMENT

Dated as of May 5, 2005









 









 





TABLE OF CONTENTS







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	ARTICLE I	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 1.1.
	 	 	 	Definitions
	 	 	1	 
	

	 	SECTION 1.2.
	 	 	 	Incorporation of Terms
	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE II	 	CREATION OF THE SERIES 2005-1 NOTES	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 2.1.
	 	 	 	Designation
	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE III	 	[RESERVED]	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IV	 	RIGHTS OF SERIES 2005-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 4.1.
	 	 	 	Determination of Interest and Principal
	 	 	10	 
	

	 	SECTION 4.2.
	 	 	 	Establishment of Accounts
	 	 	10	 
	

	 	SECTION 4.3.
	 	 	 	Calculations and Series Allocations
	 	 	11	 
	

	 	SECTION 4.4.
	 	 	 	Application of Available Non-Principal Collections and Available Principal Collections
	 	 	13	 
	

	 	SECTION 4.5.
	 	 	 	Payments
	 	 	16	 
	

	 	SECTION 4.6.
	 	 	 	Investor Charge-Offs
	 	 	17	 
	

	 	SECTION 4.7.
	 	 	 	Reallocated Principal Collections
	 	 	17	 
	

	 	SECTION 4.8.
	 	 	 	Excess Non-Principal Collections
	 	 	17	 
	

	 	SECTION 4.9.
	 	 	 	Shared Principal Collections
	 	 	18	 
	

	 	SECTION 4.10.
	 	 	 	Reserve Account
	 	 	18	 
	

	 	SECTION 4.11.
	 	 	 	Investment of Amounts on Deposit in Series Accounts
	 	 	19	 
	

	 	SECTION 4.12.
	 	 	 	Controlled Accumulation Period
	 	 	19	 
	

	 	SECTION 4.13.
	 	 	 	Determination of LIBOR
	 	 	20	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE V	 	DELIVERY OF SERIES 2005-1 NOTES; REPORTS TO SERIES 2005-1 NOTEHOLDERS	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 5.1.
	 	 	 	Delivery and Payment for the Series 2005-1 Notes
	 	 	21	 
	

	 	SECTION 5.2.
	 	 	 	Reports and Statements to Series 2005-1 Noteholders
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VI	 	SERIES 2005-1 EARLY AMORTIZATION EVENTS	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 6.1.
	 	 	 	Series 2005-1 Early Amortization Events
	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VII	 	REDEMPTION OF SERIES 2005-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 7.1.
	 	 	 	Optional Redemption of Series 2005-1 Notes; Final Distributions
	 	 	23	 
	

	 	SECTION 7.2.
	 	 	 	Series Termination
	 	 	24	 






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TABLE OF
CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	ARTICLE VIII	 	MISCELLANEOUS PROVISIONS	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	SECTION 8.1.
	 	 	 	Ratification of Indenture; Amendments
	 	 	24	 
	

	 	SECTION 8.2.
	 	 	 	Form of Delivery of the Series 2005-1 Notes
	 	 	24	 
	

	 	SECTION 8.3.
	 	 	 	Counterparts
	 	 	24	 
	

	 	SECTION 8.4.
	 	 	 	GOVERNING LAW
	 	 	24	 
	

	 	SECTION 8.5.
	 	 	 	Limitation of Liability
	 	 	26	 
	

	 	SECTION 8.6.
	 	 	 	Rights of the Indenture Trustee
	 	 	26	 
	

	 	SECTION 8.7.
	 	 	 	No Petition
	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXHIBIT A-1	 	FORM OF CLASS A NOTE	 	 	 	 
	EXHIBIT A-2	 	FORM OF CLASS B NOTE	 	 	 	 
	EXHIBIT A-3	 	FORM OF CLASS C NOTE	 	 	 	 
	EXHIBIT B	 	FORM OF MONTHLY SERVICER’S CERTIFICATE	 	 	 	 






 -ii-









 





     SERIES 2005-1 INDENTURE SUPPLEMENT, dated as of May 5, 2005 (“Indenture Supplement”),
between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the
“Issuer” or the “Trust”), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, not in its individual capacity, but solely as indenture trustee (herein, together with
its successors in the trusts thereunder as provided in the Master Indenture referred to below, the
“Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (the
“Indenture”), between the Issuer and the Indenture Trustee.



     The Principal Terms of this Series are set forth in this Indenture Supplement.



ARTICLE I

DEFINITIONS




     SECTION 1.1. Definitions.



     (a) Capitalized terms used and not otherwise defined herein are used as defined in Section
1.1 of the Indenture. This Indenture Supplement shall be interpreted in accordance with the
conventions set forth in Section 1.2 of the Indenture.



     (b) Each capitalized term defined herein relates only to Series 2005-1 and to no other Series.
Whenever used in this Indenture Supplement, the following words and phrases shall have the
following meanings:



     “Addition Date” is defined in the First Tier Agreement.



     “Administration Agreement” means the Administration Agreement, dated as of August 12,
2004, between the Administrator, the Trustee and the Issuer.



     “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.



     “Allocation Percentage” means, with respect to any Monthly Period, the percentage
equivalent of a fraction (which shall not exceed one hundred percent (100%)):



          (a) the numerator of which shall be equal to:





     (i) for Non-Principal Collections and the Default Amount at all times and
Principal Collections during the Revolving Period, the Collateral Amount at the end
of the last day of the prior Monthly Period or, in the case of the month during
which the Closing Date occurs, the Closing Date; and




     (ii) for Principal Collections during the Controlled Accumulation Period and
the Early Amortization Period, the Collateral Amount at the end of the last day of
the Revolving Period; and




     (b) the denominator of which shall be the greater of (i) the result of (x) the
Aggregate Principal Receivables, plus (y) the Note Trust Certificate Balance, minus



 









 






(z) the sum of the aggregate amount of each Dealer Overconcentration, Manufacturer
Overconcentration and Product Line Overconcentration, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal
Collections, Principal Collections or the Default Amount, as applicable, for all outstanding
Series on such date of determination. The denominator described in this clause (b)
shall be determined as of the close of business on the last day of the prior Monthly Period
(or in the case of the Monthly Period during which the Closing Date occurs, the Closing
Date).



     “Available Non-Principal Collections” means, for any Monthly Period, an amount equal
to the sum of (a) the Investor Non-Principal Collections for such Monthly Period, (b) the Series
2005-1 Excess Non-Principal Collections for such Monthly Period and (c) Investment Earnings.



     “Available Principal Collections” means, for any Monthly Period, an amount equal to
(a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section
4.7 are required to be applied on the related Payment Date, plus (c) without
duplication, the sum of (i) any Shared Principal Collections with respect to other Principal
Sharing Series (including any amounts on deposit in the Excess Funding Account that are allocated
to Series 2005-1 for application as Shared Principal Collections), (ii) the aggregate amount to be
treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and
(vii), (iii) during the Controlled Accumulation Period or an Early Amortization Period, the
amount of Available Non-Principal Collections used to make a deposit in the Principal Account or to
pay principal on the Series 2005-1 Notes pursuant to Sections 4.4(a)(x) and (xii)
for the related Payment Date, and (iv) any distribution of amounts on deposit in the Reserve
Account on the Series 2005-1 Final Maturity Date pursuant to Section 4.10.



     “Available Reserve Account Amount” means, for any Transfer Date, an amount equal to
the lesser of (a) the amount on deposit in the Reserve Account (exclusive of Investment Earnings on
such date and before giving effect to any deposit to, or withdrawal from, the Reserve Account made
or to be made with respect to such date) and (b) the Required Reserve Account Amount, in each case
on such Transfer Date.



     “Class A Monthly Interest” is defined in Section 4.1(a).



     “Class A Note Initial Principal Balance” means one billion one hundred ninety million
dollars ($1,190,000,000).



     “Class A Note Interest Rate” means a per annum rate of four hundredths of one percent
(0.04%) in excess of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period.



     “Class A Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class A Noteholders on or prior to such date.



     “Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.



2









 





     “Class A Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.



     “Class A Required Amount” means, for any Payment Date, an amount equal to the excess
of the amounts described in Sections 4.4(a)(i), (ii) and (iii) over
Available Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a).



     “Class B Monthly Interest” is defined in Section 4.1(b).



     “Class B Note Initial Principal Balance” means thirty-seven million six hundred
thousand dollars ($37,600,000).



     “Class B Note Interest Rate” means a per annum rate of twenty-three hundredths of one
percent (0.23%) in excess of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period.



     “Class B Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class B Noteholders on or prior to such date.



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class B Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.



     “Class B Required Amount” means, for any Payment Date, an amount equal to the excess
of the amount described in Section 4.4(a)(iv) over Available Non-Principal
Collections applied to pay such amount pursuant to Section 4.4(a).



     “Class C Monthly Interest” is defined in Section 4.1(c).



     “Class C Note Initial Principal Balance” means twenty-two million four hundred
thousand dollars ($22,400,000).



     “Class C Note Interest Rate” means a per annum rate of forty-seven hundredths of one
percent (0.47%) in excess of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period.



     “Class C Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class C Noteholders on or prior to such date.



     “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.



     “Class C Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3.



3









 





     “Class C Required Amount” means with respect to any Payment Date, an amount equal to
the excess of the amount described in Section 4.4(a)(v) over Available
Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a).



     “Closing Date” means May 5, 2005.



     “Collateral Amount” means, as of any date of determination, an amount equal to the
excess, if any, of (a) the Note Principal Balance on such date, over (b) the excess, if any, of (i)
the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over
(ii) the reimbursements of such Investor Charge-Offs and Reallocated Principal Collections pursuant
to Section 4.4(a)(vii) prior to such date of determination.



     “Controlled Accumulation Date” means November 1, 2007, subject to adjustment pursuant
to Section 4.12.



     “Controlled Accumulation Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on the Controlled
Accumulation Date and ending on the earliest to occur of (a) the commencement of the Early
Amortization Period, (b) the Series Maturity Date, and (c) the date on which the Note Principal
Balance has been reduced to zero.



     “Controlled Accumulation Period Length” is defined in Section 4.12.



     “Defaulted Account” means an Account in which there are Defaulted Receivables.



     “Distribution Account” means the account designated as such, established and owned by
the Issuer and maintained in accordance with Section 4.2.



     “Early Amortization Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2005-1 Early Amortization Event is deemed to occur and ending
on the Series Maturity Date. Notwithstanding anything to the contrary in this Indenture
Supplement, an Early Amortization Period that commences before the scheduled end of the Revolving
Period may terminate, and the Revolving Period may recommence, if the Rating Agency Condition is
satisfied.



     “Expected Principal Payment Date” means the Payment Date in April 2008.



     “Group One” means Series 2005-1 and each other outstanding Series specified in the
related Indenture Supplement to be included in Group One.



     “Indenture” is defined in the preamble.



     “Indenture Trustee” is defined in the preamble.



     “Ineligible Receivables” means Receivables that are not Eligible Receivables (as such
term is defined in the First Tier Agreement).



4









 





     “Initial Collateral Amount” means one billion two hundred fifty million dollars
($1,250,000,000), which equals the sum of (i) the Class A Note Initial Principal Balance, (ii) the
Class B Note Initial Principal Balance and (iii) the Class C Note Initial Principal Balance.



     “Interest Period” means, for any Payment Date, the period from and including the
Payment Date immediately preceding such Payment Date (or, in the case of the first Payment Date,
from and including the Closing Date) to but excluding such Payment Date.



     “Investment Earnings” means, for any Payment Date, all interest and earnings on
Permitted Investments included in the Principal Account or the Reserve Account (net of losses and
investment expenses) during the period commencing on and including the Payment Date immediately
preceding such Payment Date and ending on but excluding such Payment Date.



     “Investor Charge-Offs” is defined in Section 4.6.



     “Investor Default Amount” means for any date of determination with respect to the
preceding month, the product of (a) the Default Amount for such month, after giving effect to any
allocation of a portion of such Default Amount to the Transferor pursuant to Section 8.4 of
the Indenture, and (b) the Allocation Percentage with respect to such month.



     “Investor Non-Principal Collections” means, for any Monthly Period, an amount equal to
the aggregate amount of Non-Principal Collections retained or deposited in the Non-Principal
Account for Series 2005-1 pursuant to Section 4.3(b)(i) for such Monthly Period.



     “Investor Principal Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the Principal Account for Series
2005-1 pursuant to Section 4.3(b)(ii) for such Monthly Period.



     “Issuer” is defined in the preamble.



     “LIBOR” means, for any Interest Period, the London interbank offered rate for
one-month United States dollar deposits determined by Deutsche Bank Trust Company Americas, as
Paying Agent, for each Interest Period in accordance with the provisions of Section 4.13.



     “LIBOR Determination Date” means (i) with respect to the first Interest Period, the
second London Business Day prior to the Closing Date, and (ii) with respect to any Interest Period
thereafter, the second London Business Day prior to the commencement of such Interest Period.



     “London Business Day” means any day on which dealings in deposits in United States
dollars are transacted in the London interbank market.



     “Maximum Rate” is defined in Section 8.8.



     “Minimum Free Equity Percentage” means, as of any Determination Date, for purposes of
Series 2005-1, five percent (5%).



5









 





     “Monthly Interest” means, for any Payment Date, the sum of the Class A Monthly
Interest, the Class B Monthly Interest, and the Class C Monthly Interest for such Payment Date.



     “Monthly Payment Rate” means, for any Monthly Period, a fraction (expressed as a
percentage), (a) the numerator of which is the Principal Collections during such Monthly Period,
and (b) the denominator of which is the Combined Outstanding Principal Balances as of the beginning
of such Monthly Period.



     “Monthly Period” means, as to each Payment Date, the preceding calendar month;
provided, that the Monthly Period relating to the first Payment Date after the Closing Date
means the period from and including the Closing Date to and including the end of the calendar month
preceding the first Payment Date.



     “Monthly Principal” is defined in Section 4.1(d).



     “Monthly Principal Reallocation Amount” means, for any Monthly Period, an amount equal
to the sum of:



     (A) the lesser of (i) the excess of (x) the amount needed to make the payments described in
Sections 4.4(a)(i) through (iii) over (y) the amount of Non-Principal
Collections and amounts withdrawn from the Reserve Account that are available to cover the payments
described in Sections 4.4(a)(i) through (iii), and (ii) the excess, if any, of (x)
one billion two hundred fifty million dollars ($1,250,000,000) over (y) the sum of (I) the
amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the
related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of
the previous Payment Date;



     (B) the lesser of (i) the excess of (x) the amount needed to make the payments described in
Section 4.4(a)(iv) over (y) the amount of Non-Principal Collections and amounts
withdrawn from the Reserve Account that are available to cover the payments described in
Section 4.4(a)(iv) and (ii) the excess, if any, of (x) sixty million dollars ($60,000,000)
over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect
to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed
Reallocated Principal Collections as of the previous Payment Date and after giving effect to the
reallocation of Principal Collections to make the payments described in Sections 4.4(a)(i)
through (iii) in respect of the then-current Payment Date; and



     (C) the lesser of (i) the excess of (x) the amount needed to make the payments described in
Section 4.4(a)(v) over (y) the amount of Non-Principal Collections and amounts
withdrawn from the Reserve Account that are available to cover the payments described in
Section 4.4(a)(v) and (ii) the excess, if any, of (x) twenty-two million four hundred
thousand dollars ($22,400,000) over (y) the sum of (I) the amount of unreimbursed Investor
Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II)
the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date and
after giving effect to the reallocation of Principal Collections to make the payments described in
Sections 4.4(a)(i) through (iv) in respect of the then-current Payment Date.



     “Non-Principal Account” means the account designated as such, established and owned by
the Issuer and maintained in accordance with Section 4.2.



6









 





     “Non-Principal Shortfall” is defined in Section 4.8.



     “Noteholder Servicing Fee” means, for any Transfer Date, an amount equal to
one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the excess, if any,
of (i) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date,
over (ii) the portion of the Note Trust Certificate allocable to Series 2005-1; provided,
that with respect to the first Transfer Date, the Noteholder Servicing Fee shall be calculated
based on the Collateral Amount as of the Closing Date and shall be an amount equal to the product
of (a) the product of (I) the Series Servicing Fee Percentage and (II) the excess of (A) the
Collateral Amount as of the Closing Date over (B) the portion of the Note Trust Certificate
allocable to Series 2005-1 as of the Closing Date and (b) the number of days from and including the
Closing Date to and including the last day of the month in which the Closing Date occurs divided by
360.



     “Note Principal Balance” means, on any date of determination, an amount equal to the
sum of the Class A Note Principal Balance, the Class B Note Principal Balance and the Class C Note
Principal Balance.



     “Note Rate” means any of the Class A Note Interest Rate, the Class B Note Interest
Rate or the Class C Note Interest Rate, as applicable.



     “Payment Date” means the twentieth (20th) day of each calendar month, or if
such twentieth (20th) day is not a Business Day, the next succeeding Business Day;
provided, that the first Payment Date shall be June 20, 2005.



     “Principal Account” means the account designated as such, established and owned by the
Issuer and maintained in accordance with Section 4.2.



     “Principal Shortfall” is defined in Section 4.9.



     “Rating Agency” means, with respect to Series 2005-1, each of Fitch, Moody’s and S&P.



     “Reallocated Principal Collections” means, for any Transfer Date, Investor Principal
Collections applied in accordance with Section 4.7 in an amount not to exceed the Monthly
Principal Reallocation Amount for the related Monthly Period.



     “Reassignment Amount” means, for any Transfer Date, after giving effect to any
deposits and payments otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, plus (ii) Monthly Interest for the related
Payment Date and any Monthly Interest previously due but not distributed to the Series 2005-1
Noteholders, plus (iii) without duplication, the other amounts specified in Section
7.1(d).



     “Record Date” means, for purposes of Series 2005-1 with respect to any Payment Date,
the date falling five (5) Business Days prior to such date.



     “Reference Banks” means four major banks in the London interbank market selected by
the Master Servicer.



     “Removal Date” is defined in the Second Tier Agreement.



7









 





     “Required Amount” means, for any Payment Date, an amount equal to the excess of the
sum of the amounts described in Sections 4.4(a)(i) through (v) over
Available Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a).



     “Required Reserve Account Amount” means, for any day, an amount equal to (a) the
product of (i) the Required Reserve Account Percentage and (ii) the Note Principal Balance, as of
such day (after giving effect to any changes therein on such day) or (b) any other amount
designated by the Transferor; provided, that if such designation is of a lesser amount, the
Transferor shall (i) provide the Indenture Trustee with evidence that the Rating Agency Condition
shall have been satisfied and (ii) deliver to the Indenture Trustee a certificate of an Authorized
Officer to the effect that, based on the facts known to such officer at such time, in the
reasonable belief of the Transferor, such designation will not cause an Early Amortization Event to
occur with respect to Series 2005-1.



     “Required Reserve Account Percentage” means three and 12/100 percent (3.12%).



     “Reserve Account” means the account designated as such, established and owned by the
Issuer and maintained in accordance with Section 4.2.



     “Reserve Account Deficiency” means the excess, if any, of the Required Reserve Account
Amount over the Available Reserve Account Amount.



     “Revolving Period” means the period beginning on the Closing Date and ending at the
close of business on the day immediately preceding the earlier of the day the Controlled
Accumulation Period commences or the day the Early Amortization Period commences.



     “Series 2005-1” means the Series the terms of which are specified in this Indenture
Supplement.



     “Series 2005-1 Early Amortization Event” is defined in Section 6.1. The
Series 2005-1 Early Amortization Events are, with respect to Series 2005-1, the Early Amortization
Events contemplated by clause (a) of the definition of Early Amortization Event in the Indenture.



     “Series 2005-1 Excess Non-Principal Collections” means Excess Non-Principal
Collections allocated from other Series in Group One to Series 2005-1 pursuant to Section
8.6 of the Indenture.



     “Series 2005-1 Final Maturity Date” means the Payment Date in April 2010.



     “Series 2005-1 Note” means any one of the Class A Notes, Class B Notes or Class C
Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-1, A-2, or A-3 respectively.



     “Series 2005-1 Noteholder” means the Person in whose name a Series 2005-1 Note is
registered in the Note Register.



     “Series Accounts” is defined in Section 4.2.



8









 





     “Series Allocation Percentage” means, with respect to any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is the numerator used in determining
the Allocation Percentage for Non-Principal Collections for that Monthly Period and the denominator
of which is the sum of the numerators used in determining the Allocation Percentage for
Non-Principal Collections for all outstanding Series on such date of determination.



     “Series Maturity Date” means the earliest to occur of (a) the date on which the Note
Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero
and (c) the Series 2005-1 Final Maturity Date.



     “Series Servicing Fee Percentage” means two percent (2%) per annum.



     “Servicer Advance” is defined in the Servicing Agreement.



     “Target Amount” is defined in Section 4.3(b)(i).



     “Trust” is defined in the preamble.



     SECTION 1.2. Incorporation of Terms. The terms of the Indenture are incorporated in
this Supplement as if set forth in full herein. As supplemented by this Supplement, the Indenture
is in all respects ratified and confirmed and both together shall be read, taken and construed as
one and the same agreement. If the terms of this Supplement and the terms of the Indenture
conflict, the terms of this Supplement shall control with respect to Series 2005-1.



ARTICLE II

CREATION OF THE SERIES 2005-1 NOTES




     SECTION 2.1. Designation.



     (a) There is hereby created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “GE Dealer Floorplan Master Note Trust,
Series 2005-1” or the “Series 2005-1 Notes.” The Series 2005-1 Notes shall be issued
in three Classes, known as the “Class A Series 2005-1 Asset Backed Notes,” the “Class B
Series 2005-1 Asset Backed Notes” and the “Class C Series 2005-1 Asset Backed Notes”.



     (b) Series 2005-1 shall be included in Group One and shall be a Principal Sharing Series.
Series 2005-1 shall be an Excess Allocation Series with respect to Group One only. Series 2005-1
shall not be subordinated to any other Series.



ARTICLE III

[RESERVED]




9









 








ARTICLE IV

RIGHTS OF SERIES 2005-1 NOTEHOLDERS AND ALLOCATION AND

APPLICATION OF COLLECTIONS




     SECTION 4.1. Determination of Interest and Principal.



     (a) The amount of monthly interest (“Class A Monthly Interest”) due and payable with
respect to the Class A Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the related Interest Period and
the denominator of which is three hundred sixty (360), (ii) the Class A Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class A Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class A Note Initial Principal Balance).



     (b) The amount of monthly interest (“Class B Monthly Interest”) due and payable with
respect to the Class B Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the related Interest Period and
the denominator of which is three hundred sixty (360), (ii) the Class B Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class B Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class B Note Initial Principal Balance).



     (c) The amount of monthly interest (“Class C Monthly Interest”) due and payable with
respect to the Class C Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the related Interest Period and
the denominator of which is three hundred sixty (360), (ii) the Class C Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class C Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class C Note Initial Principal Balance).



     (d) The amount of monthly principal (“Monthly Principal”) to be transferred from the
Principal Account with respect to the Series 2005-1 Notes on each Transfer Date, beginning with the
Transfer Date following the Monthly Period in which the Controlled Accumulation Period or the Early
Amortization Period begins, shall be equal to the least of (i) the Available Principal Collections
for the preceding Monthly Period; (ii) the Note Principal Balance on such Transfer Date (minus any
amount already in the Principal Account on such Transfer Date); (iii) during the Controlled
Accumulation Period, the result of (x) the Note Principal Balance as of the last day of the
Revolving Period, divided by (y) the Controlled Accumulation Period Length; and (iv) during the
Controlled Accumulation Period, the Collateral Amount.



     SECTION 4.2. Establishment of Accounts.



     (a) As of the Closing Date, the Issuer covenants to have established and shall thereafter
maintain the Non-Principal Account, the Principal Account, the Distribution Account and the Reserve
Account (collectively, the “Series Accounts”) each of which shall be an Eligible Deposit
Account.



10









 





     (b) If the depositary institution wishes to resign as depositary of any of the Series Accounts
for any reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer
shall promptly notify the Indenture Trustee on behalf of the Series 2005-1 Noteholders.



     (c) On or before the Closing Date, the Issuer shall enter into a depositary agreement to
govern the Series Accounts pursuant to which such accounts are continuously identified in the
depositary institution’s books and records as subject to a security interest in favor of the
Indenture Trustee on behalf of the Series 2005-1 Noteholders, and, except as may be expressly
provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee
on behalf of the Series 2005-1 Noteholders under the UCC, the Indenture Trustee on behalf of the
Series 2005-1 Noteholders shall have the power to direct disposition of the funds in the Series
Accounts without further consent by the Issuer; provided, however, that prior to
the delivery by the Indenture Trustee on behalf of the Series 2005-1 Noteholders of notice
otherwise, the Issuer shall have the right to direct the disposition of funds in the Series
Accounts; provided, further that the Indenture Trustee on behalf of the Series
2005-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct
disposition of the funds in the Series Accounts unless an Event of Default has occurred and is
continuing. Upon delivery of the foregoing notice by the Indenture Trustee on behalf of the Series
2005-1 Noteholders, the depositary institution shall comply with the orders of the Indenture
Trustee on behalf of the Series 2005-1 Noteholders without further consent by the Issuer.



     (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received
the prior consent of the Indenture Trustee on behalf of the Series 2005-1 Noteholders, (ii)
established a new Eligible Deposit Account with the depositary institution holding the Series
Account being closed or with a new depositary institution satisfactory to the Indenture Trustee on
behalf of the Series 2005-1 Noteholders, (iii) entered into a depositary agreement to govern such
new account(s) with such new depositary institution which agreement is satisfactory in all respects
to the Indenture Trustee on behalf of Noteholders (whereupon such new account(s) shall become the
applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all
such action as the Indenture Trustee on behalf of the Series 2005-1 Noteholders shall reasonably
require to grant and perfect a first priority security interest in such account(s) in favor of the
Indenture Trustee.



     SECTION 4.3. Calculations and Series Allocations.



     (a) Allocations. Non-Principal Collections, Principal Collections and Defaulted
Receivables allocated to Series 2005-1 pursuant to Article VIII of the Indenture shall be
allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the
Collection Account, amounts allocated to the Series 2005-1 Noteholders pursuant to this
Sections 4.3 with respect to any Monthly Period need not be deposited into the Collection
Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may
be deposited net of any amounts required to be released to the Issuer and, if an Originator or an
Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer, and (y)
shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and
the Principal Account (in the case of Principal Collections (not including any Shared Principal
Collections allocated to Series 2005-1 pursuant to Section 8.5 of the Indenture)).



11









 





     (b) Allocations to the Series 2005-1 Noteholders. The Issuer shall, on each Date of
Processing, after giving effect to allocations in respect of Dealer Overconcentrations,
Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4
of the Indenture, allocate to the Series 2005-1 Noteholders the following amounts as set forth
below:




     (i) Allocations of Non-Principal Collections. The Issuer shall allocate to the
Series 2005-1 Noteholders an amount equal to the product of (A) the Allocation Percentage
and (B) the aggregate Non-Principal Collections processed on such Date of Processing and
shall deposit such amount into the Non-Principal Account; provided, that, so long
as, with respect to each Monthly Period falling in the Revolving Period (and with respect to
that portion of each Monthly Period in the Controlled Accumulation Period falling on or
after the day on which Principal Collections equal to the related Controlled Payment Amount
have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to
Section 4.3(a)), Non-Principal Collections shall be transferred into the
Non-Principal Account only until such time as the aggregate amount so deposited equals the
sum (the “Target Amount”) of the amounts contemplated to be paid or deposited
pursuant to Section 4.4(a) on the related Transfer Date or Payment Date; and any
Non-Principal Collections allocated to the Series 2005-1 Noteholders but not deposited into
the Non-Principal Account due to the operation of this proviso shall be released to the
Issuer; provided, further, if on any Transfer Date the Free Equity Amount is
less than the Minimum Free Equity Amount after giving effect to all transfers and deposits
on that Transfer Date, the Issuer shall, on that Transfer Date, deposit into the Principal
Account funds in an amount equal to the amounts of Available Non-Principal Collections that
are required to be treated as Available Principal Collections pursuant to Section
4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal
Account as a result of the operation of the second preceding proviso.



     With respect to any Monthly Period when deposits of Non-Principal Collections into the
Non-Principal Account are limited to deposits up to the Target Amount in accordance with clause
(i) above, notwithstanding such limitation: (1) “Reallocated Principal Collections” for
the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2005-1 Noteholders during that Monthly Period had been deposited in the
Non-Principal Account and applied on such Transfer Date in accordance with Section 4.4(a);
and (2) Non-Principal Collections released to the Issuer pursuant to clause (i) above shall
be deemed, for purposes of all calculations under this Indenture Supplement, to have been applied
to the items specified in Section 4.4(a) to which such amounts would have been applied (and
in the priority in which they would have been applied) had such amounts been available in the
Non-Principal Account on such Transfer Date. To avoid doubt, the calculations referred to in the
preceding clause (2) include the calculations required by clause (b)(ii) of the
definition of Collateral Amount.




     (ii) Allocations of Principal Collections. The Issuer shall allocate to the
Series 2005-1 Noteholders the following amounts as set forth below:




(x) Allocations During the Revolving Period. During the Revolving
Period an amount equal to the product of the Allocation Percentage and



12









 






the aggregate amount of Principal Collections processed on such Date of
Processing, shall be allocated to the Series 2005-1 Noteholders and first,
an amount equal to the Reallocated Principal Collections for the related
Transfer Date shall be made available on that Transfer Date for application
in accordance with Section 4.7, second, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization
period, shall be retained in the Principal Account for application, to the
extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Payment Date, third, shall be deposited in the Excess
Funding Account to the extent necessary so that the Free Equity Amount is
not less than the Minimum Free Equity Amount, and fourth, shall be released
to the Issuer.




(y) Allocations During the Controlled Accumulation Period. During
the Controlled Accumulation Period, an amount equal to the product of the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing shall be allocated to the Series 2005-1
Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of
such Principal Collections equal to the Monthly Principal has been deposited
into the Principal Account such amount shall be first, if any other
Principal Sharing Series is outstanding and in its accumulation period or
amortization period, retained in the Principal Account for application, to
the extent necessary, as Shared Principal Collections to other Principal
Sharing Series on the related Payment Date, and second, deposited in the
Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount, and third, shall be
released to the Issuer.




(z) Allocations During the Early Amortization Period. During the
Early Amortization Period, an amount equal to the product of the Allocation
Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2005-1 Noteholders
and transferred to the Principal Account until applied as provided herein;
provided, that after the date on which an amount of such Principal
Collections equal to the Monthly Principal has been deposited into the
Principal Account such amount shall be first, if any other Principal Sharing
Series is outstanding and in its accumulation period or amortization period,
retained in the Principal Account for application, to the extent necessary,
as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, and second, deposited in the Excess Funding Account to
the extent necessary so that the Free Equity Amount is not less than the
Minimum Free Equity Amount, and third, shall be released to the Issuer.



     SECTION 4.4. Application of Available Non-Principal Collections and Available Principal
Collections. On each Transfer Date or related Payment Date, as applicable, the Issuer



13









 







shall withdraw, to the extent of available funds, the amount required to be withdrawn from the
Non-Principal Account, the Principal Account and the Distribution Account as follows:



     (a) On each Transfer Date, an amount equal to the Available Non-Principal Collections with
respect to the related Payment Date will be paid or deposited in the following priority:




     (i) on a pari passu basis,




     (A) the result of (1) the Allocation Percentage multiplied by (2) the accrued
and unpaid fees and other amounts owed to the Indenture Trustee up to a maximum
amount of twenty-five thousand dollars ($25,000) for each calendar year, shall be
paid to the Indenture Trustee,




     (B) the result of (1) the Allocation Percentage multiplied by (2) the accrued
and unpaid fees and other amounts (including any unpaid amounts pursuant to Section
7.2 of the Trust Agreement) owed to the Trustee up to a maximum amount of
twenty-five thousand dollars ($25,000) for each calendar year, shall be paid to the
Trustee,




     (C) the result of (1) the Allocation Percentage multiplied by (2) the accrued
and unpaid fees and other amounts owed to the Administrator up to a maximum amount
of twenty-five thousand dollars ($25,000) for each calendar year, shall be paid to
the Administrator, and




     (D) the result of (1) the Allocation Percentage multiplied by (2) the accrued
and unpaid fees and other amounts (including any unpaid amounts pursuant to Section
15 of the Custody and Control Agreement) owed to the Custodian up to a maximum
amount of twenty-five thousand dollars ($25,000) for each calendar year, shall be
paid to the Custodian;




     (ii) an amount equal to the Noteholder Servicing Fee for the prior Monthly Period and
any overdue Noteholder Servicing Fee (to the extent not previously paid), plus any unpaid
Servicer Advances and accrued and unpaid interest thereon, shall be paid to the Master
Servicer;




     (iii) an amount equal to Class A Monthly Interest for such Payment Date, plus
the amount of any Class A Monthly Interest previously due but not paid to Class A
Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;




     (iv) an amount equal to Class B Monthly Interest for such Payment Date, plus
the amount of any Class B Monthly Interest previously due but not paid to Class B
Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;




     (v) an amount equal to Class C Monthly Interest for such Payment Date, plus the
amount of any Class C Monthly Interest previously due but not paid to Class C Noteholders on
a prior Payment Date, shall be deposited into the Distribution Account;



14









 






     (vi) an amount equal to the Investor Default Amount for the prior Monthly Period shall
be treated as Available Principal Collections and, during the Controlled Accumulation Period
or the Early Amortization Period, shall be deposited into the Principal Account;




     (vii) an amount equal to the sum of the aggregate amount of Investor Charge-Offs and
the amount of Reallocated Principal Collections which have not been previously reimbursed
shall be treated as Available Principal Collections and, during the Controlled Accumulation
Period or the Early Amortization Period, shall be deposited into the Principal Account;




     (viii) to deposit into the Reserve Account, during the Revolving Period and the
Controlled Accumulation Period, the amount, if any, required to be deposited in the Reserve
Account pursuant to Section 4.10(c);




     (ix) if any amounts are owed to the Persons listed in clause (i) above and are
not paid pursuant to clause (i), above, such amounts owed to such Persons shall be
paid on a pari passu basis to such Persons;




     (x) to deposit into the Principal Account, during the Controlled Accumulation Period,
any deficiency in the amount otherwise required to be deposited into the Principal Account
at that time;




     (xi) if the Early Amortization Period has not occurred and is not continuing, the
balance, if any, will constitute a portion of Excess Non-Principal Collections for such
Payment Date and will be applied in accordance with Section 8.6 of the Indenture;
and




     (xii) during the Early Amortization Period, the remaining balance, if any, will be used
to make principal payments first, to the Class A Notes until the Class A Note Principal
Balance is paid in full, second, to the Class B Notes until the Class B Note Principal
Balance is paid in full, and, third, to the Class C Notes until the Class C Note Principal
Balance is paid in full.



     On each Transfer Date, to the extent that there is a shortfall (a “Transfer Date
Shortfall”) in the amounts to be paid or deposited pursuant to clauses(a)(i), (a)(iii), (a)(iv)
and (a)(v) of this Section 4.4, Deutsche Bank Trust Company Americas, as Paying Agent on
behalf of the Issuer, shall withdraw from the Collection Account, from any Servicer Advance on
deposit therein, an amount equal to the lesser of (i) the Transfer Date Shortfall for such Transfer
Date and (ii) the product of (x) such Servicer Advance and (y) the Allocation Percentage for the
previous Monthly Period, and apply such withdrawn amount to make the payments and deposits
contemplated by such clauses of this Section 4.4.



     (b) On each Transfer Date with respect to the Revolving Period, an amount equal to the
Available Principal Collections for the related Monthly Period shall be treated as Shared Principal
Collections and applied in accordance with Section 8.5 of the Indenture.



     (c) On each Transfer Date or Payment Date, as applicable, with respect to the Controlled
Accumulation Period or the Early Amortization Period, an amount equal to the



15









 







Available Principal Collections for the related Monthly Period shall be paid or deposited in
the following order of priority:




     (i) during the Controlled Accumulation Period, an amount equal to the Monthly Principal
for each Transfer Date shall be deposited into the Principal Account on such Transfer Date;




     (ii) during the Early Amortization Period, an amount equal to the Monthly Principal for
each Transfer Date shall be deposited into the Distribution Account on such Transfer Date
and on the related Payment Date shall be paid, first, to the Class A Noteholders on the
related Payment Date until the Class A Note Principal Balance has been paid in full; second,
to the Class B Noteholders until the Class B Note Principal Balance has been paid in full;
and third, to the Class C Noteholders until the Class C Note Principal Balance has been paid
in full; and




     (iii) in the case of each of the Controlled Accumulation Period and the Early
Amortization Period, the balance of such Available Principal Collections remaining after
application in accordance with clauses (i) and (ii) above shall be treated
as Shared Principal Collections and applied in accordance with Section 8.5 of the
Indenture.



     (d) On each Payment Date in accordance with Section 4.5, the Issuer shall pay first,
to the Class A Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(iii) on the preceding Transfer Date,
second, to the Class B Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(iv) on the preceding Transfer Date and,
third, to the Class C Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(v) on the preceding Transfer Date, in each
case to the extent permitted by applicable law;



     (e) On the earlier to occur of (i) the first Transfer Date during the Early Amortization
Period and (ii) the Transfer Date immediately preceding the Expected Principal Payment Date, the
Issuer shall withdraw from the Principal Account and deposit into the Distribution Account the
amount deposited into the Principal Account pursuant to Section 4.4(c)(i) and on the
related Payment Date shall pay such amount first, to the Class A Noteholders, until the Class A
Note Principal Balance is paid in full, second to the Class B Noteholders until the Class B Note
Principal Balance is paid in full and, third, to the Class C Noteholders until the Class C Note
Principal Balance is paid in full.



     SECTION 4.5. Payments.



     (a) On each Payment Date, the Issuer shall pay to each Class A Noteholder of record on the
related Record Date such Class A Noteholder’s pro rata share of the amounts on
deposit in the Distribution Account that are allocated and available on such Payment Date and as
are payable to the Class A Noteholders pursuant to this Indenture Supplement.



     (b) On each Payment Date, the Issuer shall pay to each Class B Noteholder of record on the
related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in



16









 







the Distribution Account that are allocated and available on such Payment Date and as are
payable to the Class B Noteholders pursuant to this Indenture Supplement.



     (c) On each Payment Date, the Issuer shall pay to each Class C Noteholder of record on the
related Record Date such Class C Noteholder’s pro rata share of the amounts on
deposit in the Distribution Account that are allocated and available on such Payment Date and as
are payable to the Class C Noteholders pursuant to this Indenture Supplement.



     (d) The payments to be made pursuant to this Section 4.5 are subject to the provisions
of Section 7.1 of this Indenture Supplement.



     (e) All payments to Noteholders hereunder shall be made by (i) check mailed to each Series
2005-1 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that
for any Series 2005-1 Notes registered in the name of the nominee of a Clearing Agency, such
payment shall be made by wire transfer of immediately available funds, and (ii) except as provided
in Section 2.7(b) of the Indenture, without presentation or surrender of any Series 2005-1 Note or
the making of any notation thereon.



     SECTION 4.6. Investor Charge-Offs. On each Determination Date, the Issuer shall
calculate the Investor Default Amount for the preceding Monthly Period. If, on any Transfer Date,
the sum of the Investor Default Amount for the preceding Monthly Period exceeds the amount of
Available Non-Principal Collections allocated with respect thereto pursuant to Section
4.4(a)(vi) with respect to such Transfer Date and the amount withdrawn from the Reserve Account
on such Transfer Date and applied pursuant to Section 4.4(a)(vi), the Collateral Amount
will be reduced (but not below zero) by the amount of such excess (such reduction, an “Investor
Charge-Off”).



     SECTION 4.7. Reallocated Principal Collections. On each Transfer Date, after giving
effect to Section 4.10(a), the Issuer shall apply Reallocated Principal Collections with
respect to that Transfer Date to fund any deficiency pursuant to and in the priority set forth in
Sections 4.4(a)(i) through (v). On each Transfer Date, the Collateral Amount shall
be reduced by the amount of Reallocated Principal Collections for such Transfer Date.



     SECTION 4.8. Excess Non-Principal Collections. Series 2005-1 shall be an Excess
Allocation Series with respect to Group One only. Subject to Section 8.6 of the Indenture,
Excess Non-Principal Collections with respect to the Excess Allocation Series in Group One for any
Transfer Date will be allocated to Series 2005-1 in an amount equal to the product of (x) the
aggregate amount of Excess Non-Principal Collections with respect to all the Excess Allocation
Series in Group One for the related Payment Date and (y) a fraction, the numerator of which is the
Non-Principal Shortfall for Series 2005-1 for such Payment Date and the denominator of which is the
aggregate amount of Non-Principal Shortfalls for all the Excess Allocation Series in Group One for
such Payment Date. The “Non-Principal Shortfall” for Series 2005-1 for any Payment Date
will be equal to the excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to Sections 4.4(a)(i) through (viii) on such Payment Date
over (b) the Available Non-Principal Collections with respect to such Payment Date
(excluding any portion thereof attributable to Excess Non-Principal Collections).



17









 





     SECTION 4.9. Shared Principal Collections. Subject to Section 8.5 of the
Indenture, Shared Principal Collections allocable to Series 2005-1 on any Transfer Date will be
equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to
all Principal Sharing Series for such Transfer Date and (y) a fraction, the numerator of which is
the Principal Shortfall for Series 2005-1 for such Transfer Date and the denominator of which is
the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series
for such Transfer Date. The “Principal Shortfall” for Series 2005-1 will be equal to (a)
for any Transfer Date prior to the Transfer Date relating to the Expected Principal Payment Date,
zero, and (b) for any Transfer Date relating to any Payment Date on or after the Expected Principal
Payment Date, the Note Principal Balance.



     SECTION 4.10. Reserve Account.



     (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is
less than the aggregate amount required to be paid or deposited pursuant to clauses (i)
through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account
the amount of such deficiency up to the Available Reserve Account Amount and shall apply such
amount in accordance with such clauses of Section 4.4(a).



     (b) On the Series 2005-1 Final Maturity Date, and on any day following the occurrence of an
Event of Default with respect to Series 2005-1 that has resulted in the acceleration of the Series
2005-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account
Amount and deposit such amount in the Distribution Account for payment to the Series 2005-1
Noteholders to fund any shortfalls in amounts owed to the Series 2005-1 Noteholders.



     (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account,
the Available Reserve Account Amount is less than the Required Reserve Account Amount then in
effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to
Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency.



     (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with
respect to any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount, the Issuer shall withdraw an amount equal to such excess from the Reserve
Account and distribute such amount to the Transferor on the related Payment Date. On the date on
which the Reserve Account has been terminated, after giving effect to any withdrawal on such date
pursuant to Section 4.10(a) and making any payments to the Series 2005-1 Noteholders
required pursuant to this Indenture, all amounts then remaining in the Reserve Account shall be
released to the Issuer.



     (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the
Note Principal Balance has been paid in full and all other amounts payable to the Series 2005-1
Noteholders have been paid in full; (ii) the Series 2005-1 Final Maturity Date; and (iii) the
termination of the Issuer.



18









 





     SECTION 4.11. Investment of Amounts on Deposit in Series Accounts.



     (a) To the extent there are uninvested amounts deposited in the Series Accounts, the Issuer
shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature
no later than the following Transfer Date.



     (b) On each Transfer Date, the Investment Earnings, if any, accrued since the preceding
Transfer Date on funds on deposit in the Reserve Account or the Principal Account shall be treated
as Available Non-Principal Collections and paid or deposited in accordance with Section
4.4(a). Subject to the foregoing, for purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Indenture Supplement, all Investment
Earnings shall be deemed not to be available or on deposit.



     SECTION 4.12. Controlled Accumulation Period. The Controlled Accumulation Period is
scheduled to commence at the beginning of business on the Controlled Accumulation Date. On each
Determination Date until the Controlled Accumulation Date, the Issuer shall review the amount of
expected Principal Collections and determine the Controlled Accumulation Period Length;
provided, that if the Controlled Accumulation Period Length (determined as described below)
on any Determination Date is less than or more than the number of months in the scheduled
Controlled Accumulation Period, upon written notice to the Indenture Trustee, with a copy to each
Rating Agency, the Issuer shall either postpone or accelerate, as applicable, the date on which the
Controlled Accumulation Period actually commences, so that as a result, the number of Monthly
Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length;
provided, that the length of the Controlled Accumulation Period will not be less than one
(1) month. The “Controlled Accumulation Period Length” will mean a number of whole months
such that the amount available for payment of principal on the Notes on the Expected Principal
Payment Date is expected to equal or exceed the Note Principal Balance, assuming for this purpose
that (1) the weighted average principal payment rate on the Receivables (as defined in the Pooling
and Servicing Agreement) held in DFS Financing Trust allocated to the Note Trust Certificate and on
the Receivables held by the Issuer will be no greater than the lowest weighted average monthly
principal payment rate for the Receivables (as defined in the Pooling and Servicing Agreement) held
in DFS Financing Trust and the Receivables held by the Issuer for the prior twelve (12) Monthly
Periods, (2) the total amount of Principal Receivables held by the Issuer in the Trust (and the
principal amount on deposit in the Excess Funding Account, if any) and the total amount of
Principal Receivables (as defined in the Pooling and Servicing Agreement) in DFS Financing Trust
remain constant at the level on such date of determination, (3) no Early Amortization Event with
respect to any Series will subsequently occur and (4) no additional Series (other than any Series
being issued on such date of determination) will be subsequently issued by the Issuer and no
additional series of certificates (other than any series of certificates being issued on such date
of determination) will be subsequently issued by the DFS Financing Trust. Any notice by the Issuer
modifying the commencement of the Controlled Accumulation Period pursuant to this Section
4.12 shall specify (i) the Controlled Accumulation Period Length and (ii) the commencement date
of the Controlled Accumulation Period.



19









 





     SECTION 4.13. Determination of LIBOR.



     (a) On each LIBOR Determination Date in respect of an Interest Period after the first Interest
Period, Deutsche Bank Trust Company Americas, as Paying Agent, shall determine LIBOR on the basis
of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered
rate for London interbank deposits for a one-month period, as of 11:00 a.m., London time, on that
date. If that rate does not appear on that display page, LIBOR for that Interest Period will be
the rate per annum shown on page 3750 of the Bridge Telerate Services Report screen or any
successor page as the composite offered rate for London interbank deposits for a one-month period,
as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date.
If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period
will be the rate per annum based on the rates at which U.S. dollar deposits for a one-month period
are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may
replace the LIBOR page on that service for the purpose of displaying London interbank offered rates
of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided,
that if at least two rates appear on that page, the rate will be the arithmetic mean of the
displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for
that Interest Period shall be determined on the basis of the rates at which deposits in United
States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that
day to prime banks in the London interbank market for a one-month period. The Indenture Trustee
shall request the principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two (2) such quotations are provided, the rate for that Interest Period
shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are
provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00
a.m., New York City time, on that day for loans in United States dollars to leading European banks
for a one-month period. Notwithstanding the foregoing, LIBOR for the first Interest Period will be
determined by reference to straight line interpolation between one-month and two-month LIBOR based
on the actual number of days in the first Interest Period.



     (b) The Class A Note Interest Rate, Class B Note Interest Rate and Class C Note Interest Rate
applicable to the then current and the immediately preceding Interest Periods may be obtained by
telephoning Deutsche Bank Trust Company Americas, as Paying Agent, at 212-250-4855 or such other
telephone number as shall be designated by the Indenture Trustee for such purpose by prior written
notice by Deutsche Bank Trust Company Americas, as Paying Agent, to each Series 2005-1 Noteholder
from time to time.



     (c) On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer, by
facsimile transmission, notification of LIBOR for the following Interest Period.



20









 





ARTICLE V

DELIVERY OF SERIES 2005-1 NOTES;

REPORTS TO SERIES 2005-1 NOTEHOLDERS




     SECTION 5.1. Delivery and Payment for the Series 2005-1 Notes.



     The Issuer shall execute and issue, and the Authenticating Agent shall authenticate, the
Series 2005-1 Notes in accordance with Section 2.2 of the Indenture. The Indenture Trustee shall
deliver or cause to be delivered the Series 2005-1 Notes to or upon Issuer Order when so
authenticated.



     SECTION 5.2. Reports and Statements to Series 2005-1 Noteholders.



     (a) Not later than the second Business Day preceding each Payment Date, the Issuer shall
deliver, or cause the Master Servicer to deliver to the Trustee, the Indenture Trustee (who shall
deliver to or cause to be delivered to each Series 2005-1 Noteholder) and each Rating Agency a
statement substantially in the form of Exhibit B prepared by the Master Servicer;
provided, that the Issuer may amend the form of Exhibit B from time to time with
the prior written consent of the Indenture Trustee.



     (b) On or before January 31 of each calendar year, beginning with January 31, 2006, the
Indenture Trustee, on behalf of the Issuer, shall furnish or cause to be furnished to each Person
who at any time during the preceding calendar year was a Series 2005-1 Noteholder the information
for the preceding calendar year, or the applicable portion thereof during which the Person was a
Noteholder, as is required to be provided by an issuer of indebtedness under the Code to the
holders of the Issuer’s indebtedness and such other customary information as is necessary to enable
such Noteholder to prepare its federal income tax returns. Notwithstanding anything to the
contrary contained in this Agreement, the Indenture Trustee, on behalf of the Issuer, shall, to the
extent required by applicable law, from time to time furnish to the appropriate Persons, at least
five (5) Business Days prior to the end of the period required by applicable law, the information
required to complete a Form 1099-INT.



ARTICLE VI

SERIES 2005-1 EARLY AMORTIZATION EVENTS




     SECTION 6.1. Series 2005-1 Early Amortization Events. If any one of the following
events shall occur with respect to the Series 2005-1 Notes:



     (a) (i) failure on the part of Transferor to make any payment or deposit required to be made
by it by the terms of the Second Tier Agreement on or before the date occurring five (5) Business
Days after the date such payment or deposit is required to be made therein or (ii) failure of the
Transferor duly to observe or perform in any material respect any of its covenants or agreements
set forth in the Second Tier Agreement (excluding matters addressed by clause (i) above),
which failure has a material adverse effect on Series 2005-1 and which continues unremedied for a
period of sixty (60) days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, by the
Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of
the Series 2005-1 Notes;



21









 





     (b) any representation or warranty made by the Transferor in the Second Tier Agreement or by
the Issuer in the Indenture and the Indenture Supplement or any information contained in an account
schedule required to be delivered by the Transferor pursuant to Section 2.1(b) or
Section 2.6(c) of the Second Tier Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in any material
respect for a period of sixty (60) days after the date on which written notice of the same,
requiring the same to be remedied, shall have been given to the Issuer or Transferor, as
applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the
Indenture Trustee by any Noteholder of the Series 2005-1 Notes, and as a result of which the
interests of Series 2005-1 are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, that a Series 2005-1 Early Amortization Event
pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if
Transferor has accepted reassignment of the related Transferred Receivable or Transferred
Receivables, if applicable, during such period in accordance with the provisions of the Second Tier
Agreement;



     (c) a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables
in Additional Accounts (or to convey participations) to the Issuer when it is required to convey
such Transferred Receivables (or to convey participations) pursuant to Section 2.6 of the
Second Tier Agreement;



(d) any Servicer Default or any Indenture Servicer Default shall occur;




     (e) (i) on any Determination Date occurring in the months of July through October, the average
of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than twenty-two
and one-half percent (22.5%) (or a lower percentage designated by the Transferor if the Rating
Agency Condition is satisfied with respect thereto) or (ii) on any Determination Date occurring in
the months of November through June, the average of the Monthly Payment Rates for the three (3)
preceding Monthly Periods is less than twenty percent (20%) (or a lower percentage designated by
the Transferor if the Rating Agency Condition is satisfied with respect thereto);



     (f) the Note Principal Balance shall not be paid in full on the Expected Principal Payment
Date;



     (g) without limiting the foregoing, the occurrence of an Event of Default with respect to
Series 2005-1 and acceleration of the maturity of the Series 2005-1 Notes pursuant to Section
5.3 of the Indenture;



     (h) the sum of all investments (other than Receivables) held in trust accounts of the Issuer
and, without duplication, amounts held in the Excess Funding Account, represents more than fifty
percent (50%) of the dollar amount of the assets of the Issuer on each of six or more consecutive
monthly Determination Dates, after giving effect to all payments made or to be made on the Payment
Dates relating to those Determination Dates; or



     (i) on any Payment Date, after giving effect to withdrawals from and deposits into the Reserve
Account, the Reserve Account balance is less than the product of (A) the Required Reserve Account
Percentage minus one-fourth of one percent (0.25%) and (B) the Note Principal



22









 







Balance, or (ii) on the Payment Date after a withdrawal from the Reserve Account that does not
result in an Early Amortization Event pursuant to the preceding clause, after giving effect to
withdrawals from and deposits into the Reserve Account, the Reserve Account balance is less than
the product of (A) the Required Reserve Account Percentage and (B) the Note Principal Balance;



     then, in the case of any event described in subsection (a), (b) or (d),
after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture
Trustee or the Noteholders of Series 2005-1 Notes evidencing more than fifty percent (50%) of the
aggregate unpaid principal amount of Series 2005-1 Notes by notice then given in writing to the
Issuer (and to the Indenture Trustee if given by the Series 2005-1 Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series 2005-1 (a “Series 2005-1 Early
Amortization Event”) has occurred as of the date of such notice, and, in the case of any event
described in subsection (c), (e), (f), (g), (h) or
(i), a Series 2005-1 Early Amortization Event shall occur without any notice or other
action on the part of the Indenture Trustee or the Series 2005-1 Noteholders immediately upon the
occurrence of such event.



ARTICLE VII

REDEMPTION OF SERIES 2005-1 NOTES; FINAL DISTRIBUTIONS; SERIES

TERMINATION




     SECTION 7.1. Optional Redemption of Series 2005-1 Notes; Final Distributions.



     (a) On any day occurring on or after the date on which the outstanding principal balance of
the Series 2005-1 Notes is reduced to ten percent (10%) or less of the Initial Collateral Amount,
the Transferor has the option pursuant to the Trust Agreement to reduce the Collateral Amount to
zero by paying a purchase price equal to the greater of (x) the Collateral Amount plus the
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 for the Payment Date following such day. If Transferor exercises
such option, the Issuer will apply such purchase price to repay the Series 2005-1 Notes in full as
specified below.



     (b) In order to exercise such option, the Issuer shall give the Indenture Trustee at least
thirty (30) days’ prior written notice of the date on which Transferor intends to exercise such
optional redemption. Not later than 12:00 noon, New York City time, on the day of such redemption,
the Issuer shall deposit into the Collection Account in immediately available funds the
Reassignment Amount. Such redemption option is subject to payment in full of the Reassignment
Amount. Following such deposit into the Collection Account in accordance with the foregoing, the
Collateral Amount for Series 2005-1 shall be reduced to zero and the Series 2005-1 Noteholders
shall have no further security interest or other interest in the Transferred Receivables. The
Reassignment Amount shall be paid as set forth in Section 7.1(d).



     (c) The amount to be paid by the Issuer with respect to Series 2005-1 in connection with a
repurchase of the Series 2005-1 Notes pursuant to Section 10.1 of the Trust Agreement shall
not be less than the Reassignment Amount for the Payment Date of such repurchase.



23









 





     (d) With respect to the Reassignment Amount deposited into the Collection Account pursuant to
this Section 7.1 or the net proceeds of any sale of Transferred Receivables pursuant to
Section 5.3 of the Indenture with respect to Series 2005-1, the Indenture Trustee shall, in
accordance with an Issuer Order, not later than 12:00 noon, New York City time, on the related
Payment Date, make payments of the following amounts (in the priority set forth below and, in each
case, after giving effect to any deposits and payments otherwise to be made on such date) in
immediately available funds: (i) an amount equal to the Class A Monthly Interest due and payable
on such Payment Date (or any prior Payment Date that has not been paid) will be paid, pro rata, to
the Class A Noteholders, to the extent permitted by applicable law, (ii) the Class A Note Principal
Balance on such Payment Date will be paid, pro rata, to the Class A Noteholders, (iii) an amount
equal to the Class B Monthly Interest due and payable on such Payment Date (or any prior Payment
Date that has not been paid) will be paid, pro rata, to the Class B Noteholders, to the extent
permitted by applicable law, (iv) the Class B Note Principal Balance on such Payment Date will be
paid, pro rata, to the Class B Noteholders, (v) an amount equal to the Class C Monthly Interest due
and payable on such Payment Date (or any prior Payment Date that has not been paid) will be paid,
pro rata, to the Class C Noteholders to the extent permitted by applicable law, (vi) the Class C
Note Principal Balance on such Payment Date will be paid, pro rata, to the Class C Noteholders, and
(vii) any excess shall be released to the Issuer.



     SECTION 7.2. Series Termination.



     On the Series 2005-1 Final Maturity Date, the unpaid principal amount of the Series 2005-1
Notes shall be due and payable.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




     SECTION 8.1. Ratification of Indenture; Amendments. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as one and the same
instrument. This Indenture Supplement may be amended only in accordance with the terms of Section
9.1 or 9.2 of the Indenture. For purposes of the application of Section 9.2 of the Indenture to
any amendment of this Indenture Supplement, the Series 2005-1 Noteholders shall be the only
Noteholders whose vote shall be required.



     SECTION 8.2. Form of Delivery of the Series 2005-1 Notes. The Class A Notes, the
Class B Notes and the Class C Notes shall be Book-Entry Notes and shall be delivered as provided in
Sections 2.1 and 2.2 of the Indenture.



     SECTION 8.3. Counterparts. This Indenture Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.



     SECTION 8.4. GOVERNING LAW.



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



24









 







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 CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE SUPPLEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS INDENTURE SUPPLEMENT; PROVIDED, THAT EACH PARTY HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS
INDENTURE SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE SERIES 2005-1 NOTES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR
OF THE INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO 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. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.4 OF THE INDENTURE AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF
OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.



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



25









 







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 INDENTURE SUPPLEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



     SECTION 8.5. Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by The Bank of New York (Delaware), not
in its individual capacity, but solely in its capacity as Trustee of the Issuer, in no event shall
The Bank of New York (Delaware) in its individual capacity have any liability in respect of the
representations, warranties, or obligations of the Issuer hereunder or under any other document, as
to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of
this Agreement and each other document, the Trustee (as such or in its individual capacity) shall
be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.



     SECTION 8.6. Rights of the Indenture Trustee. The Indenture Trustee shall have herein
the same rights, protections, indemnities and immunities as specified in the Master Indenture.



     SECTION 8.7. No Petition. Each holder of a Note covenants and agrees that (i) it will
not at any time directly or indirectly institute or cause to be instituted against the Issuer any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding
under any Debtor Relief Law unless holders of not less than sixty-six and two-thirds percent (66
2/3%) of the Outstanding Principal Balance of each Class of each Series have approved such filing;
and (ii) it will not at any time directly or indirectly institute or cause to be instituted against
DFS Financing Trust or the Transferor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceeding under any Debtor Relief Law in connection with any
obligation relating to the Notes, the Indenture or any of the Related Documents.



[SIGNATURE PAGES FOLLOW]




26









 





     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed
and delivered on the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer
	 
	 	 	 	 	 	 
	 	 	By: THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity, but as Trustee on behalf of Issuer
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	/s/ Kristine K. Gullo
	 	 	 	 	 
	

	 	 	 	Name:	 	Kristine K. Gullo
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	Assist. Vice President
	

	 	 	 	 	 	 






S-1









 






	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, as Indenture Trustee
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	/s/ Erwin M. Soriano
	 	 	 	 	 
	

	 	 	 	Name:	 	Erwin M. Soriano
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	Assistant Vice President
	

	 	 	 	 	 	 






S-2









 






The undersigned agrees to calculate LIBOR as provided in Section 4.13.




	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	/s/ Louis Bodi
	 	 	 	 	 
	

	 	 	 	Name:	 	Louis Bodi
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	Vice President
	

	 	 	 	 	 	 







S-3










 






EXHIBIT A-1




FORM OF CLASS A SERIES 2005-1 ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT
ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS PERCENT (66 2/3%) OF THE OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE
APPROVED SUCH FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO
BE INSTITUTED AGAINST DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST OR CDF FUNDING, INC.
ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO
THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.



     THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED
BY, INCOME.



     BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED
TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF (A)
AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF THE FOREGOING OR (D) A GOVERNMENTAL PLAN SUBJECT TO
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF



Exhibit A-1 (Page 1)









 




ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY
INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY
SIMILAR LAW).




Exhibit A-1 (Page 2)









 








			
	REGISTERED

No. R-
	 	$                                        

CUSIP NO.                     






GE DEALER FLOORPLAN MASTER NOTE TRUST



SERIES 2005-1




CLASS A SERIES 2005-1 ASSET BACKED NOTE




     GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12,
2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to
the following provisions, the principal sum of [ ] DOLLARS ($[ ])1, or such greater or
lesser amount as determined in accordance with the Indenture, on the April 2010 Payment Date,
except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid
principal amount of this Note at the rate and in the manner set forth in the Indenture Supplement
referred to herein. Interest on this Note will accrue for each Payment Date from and including the
most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for
the initial Payment Date, from and including the Closing Date to but excluding such Payment Date.
Interest will be computed on the basis of a 360-day year and the actual number of days elapsed.
Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred
to herein.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.









	1	 	The aggregate amount of the Class A Notes is
equal to the Class A Note Initial Principal Balance. Book-entry notes will be
prepared in denominations not to exceed five hundred million dollars
($500,000,000).




Exhibit A-1 (Page 3)









 










IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.




	 	 	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity but solely as Trustee on behalf
of Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	 	 	 






Dated:




Exhibit A-1 (Page 4)









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class A Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

as Indenture Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	 	 	 






Dated:




Exhibit A-1 (Page 5)









 








GE DEALER FLOORPLAN MASTER NOTE TRUST



SERIES 2005-1




CLASS A SERIES 2005-1 ASSET BACKED NOTE




     This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as GE
Dealer Floorplan Master Note Trust, Series 2005-1 (the “Series 2005-1 Notes”), issued under
a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to
time, the “Master Indenture”), between the Issuer and Wilmington Trust Company, as
indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2005-1 Indenture
Supplement dated as of May 5, 2005 (the “Indenture Supplement”), and representing the right
to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes
are subject to all of the terms of the Indenture. All terms used in this Note that are defined in
the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the
event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.



     The Class B Notes and the Class C Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF CDF FUNDING, INC., DISTRIBUTION
FINANCIAL SERVICES FLOORPLAN MASTER TRUST, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY
OR INSTRUMENTALITY.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall
treat the person in whose name this Class A Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



     THIS CLASS A NOTE 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



Exhibit A-1 (Page 6)









 




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.




Exhibit A-1 (Page 7)









 








ASSIGNMENT




Social Security or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                      (name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                     
attorney, to transfer said certificate on the books kept for registration thereof, with full power
of substitution in the premises.



	 	 	 
	Dated:                                                             

	 	                                                            **
	

	 	Signature Guaranteed:












	**	 	The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.




Exhibit A-1 (Page 8)









 










EXHIBIT A-2




FORM OF CLASS B SERIES 2005-1 ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT
ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS PERCENT (66 2/3%) OF THE OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE
APPROVED SUCH FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO
BE INSTITUTED AGAINST DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST OR CDF FUNDING, INC.
ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO
THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.



     THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED
BY, INCOME.



     BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED
TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF (A)
AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF THE FOREGOING OR (D) A GOVERNMENTAL PLAN SUBJECT TO
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF



Exhibit A-2 (Page 1)









 




ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY
INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY
SIMILAR LAW).




Exhibit A-2 (Page 2)









 








			
	REGISTERED

No. R-
	 	$                     

CUSIP NO.                     






GE DEALER FLOORPLAN MASTER NOTE TRUST



SERIES 2005-1




CLASS B SERIES 2005-1 ASSET BACKED NOTE




     GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12,
2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to
the following provisions, the principal sum of thirty-seven million six hundred thousand dollars
($37,600,000), or such greater or lesser amount as determined in accordance with the Indenture, on
the April 2010 Payment Date, except as otherwise provided below or in the Indenture. The Issuer
will pay interest on the unpaid principal amount of this Note at the rate and the manner set forth
in the Indenture Supplement referred to herein. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date
to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and
the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in
the Indenture Supplement referred to herein.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.



Exhibit A-2 (Page 3)









 





IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.




	 	 	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity but solely as Trustee on behalf
of Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	 	 	 






Dated:




Exhibit A-2 (Page 4)









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class B Notes described in the within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

as Indenture Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	 	 	 






Dated:




Exhibit A-2 (Page 5)









 








GE DEALER FLOORPLAN MASTER NOTE TRUST



SERIES 2005-1




CLASS B SERIES 2005-1 ASSET BACKED NOTE




     This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as GE
Dealer Floorplan Master Note Trust, Series 2005-1 (the “Series 2005-1 Notes”), issued under
a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to
time, the “Master Indenture”), between the Issuer and Wilmington Trust Company, as
indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2005-1 Indenture
Supplement dated as of May 5, 2005 (the “Indenture Supplement”), and representing the right
to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes
are subject to all of the terms of the Indenture. All terms used in this Note that are defined in
the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the
event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.



     The Class A Notes and the Class C Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF CDF FUNDING, INC., DISTRIBUTION
FINANCIAL SERVICES FLOORPLAN MASTER TRUST, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY
OR INSTRUMENTALITY.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall
treat the person in whose name this Class B Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



     THIS CLASS B NOTE 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



Exhibit A-2 (Page 6)









 




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.




Exhibit A-2 (Page 7)









 








ASSIGNMENT




Social Security or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                      (name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                     
attorney, to transfer said certificate on the books kept for registration thereof, with full power
of substitution in the premises.



	 	 	 
	Dated:                                                             

	 	                                                            **
	

	 	Signature Guaranteed:












	**	 	The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.




Exhibit A-2 (Page 8)









 










EXHIBIT A-3




FORM OF CLASS C SERIES 2005-1 ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT
ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS PERCENT (66 2/3%) OF THE OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE
APPROVED SUCH FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO
BE INSTITUTED AGAINST DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST OR CDF FUNDING, INC.
ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO
THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.



     THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED
BY, INCOME.



     BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED
TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF (A)
AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF THE FOREGOING OR (D) A GOVERNMENTAL PLAN SUBJECT TO
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF



Exhibit A-3 (Page 1)









 




ERISA OR SECTION 4975 OF THE CODE OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY
INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY
SIMILAR LAW).




Exhibit A-3 (Page 2)









 








			
	REGISTERED

No. R-
	 	$                    

CUSIP NO.                     






GE DEALER FLOORPLAN MASTER NOTE TRUST



SERIES 2005-1




CLASS C SERIES 2005-1 ASSET BACKED NOTE




     GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12,
2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to
the following provisions, the principal sum of twenty-two million four hundred thousand dollars
($22,400,000), or such greater or lesser amount as determined in accordance with the Indenture, on
the April 2010 Payment Date, except as otherwise provided below or in the Indenture. The Issuer
will pay interest on the unpaid principal amount of this Note at the rate and in the manner set
forth in the Indenture Supplement referred to herein. Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date
to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and
the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in
the Indenture Supplement referred to herein.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.


Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture
Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or
the Indenture Supplement referred to herein, or be valid for any purpose.




Exhibit A-3 (Page 3)









 








IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.




	 	 	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity but solely as Trustee on behalf
of Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 
	

	 	 	 	 	 	 	 	 






Dated:




Exhibit A-3 (Page 4)









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class C Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	 	 	 	 	 






Dated:




Exhibit A-3 (Page 5)









 








GE DEALER FLOORPLAN MASTER NOTE TRUST



SERIES 2005-1




CLASS C SERIES 2005-1 ASSET BACKED NOTE




     This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as GE
Dealer Floorplan Master Note Trust, Series 2005-1 (the “Series 2005-1 Notes”), issued under
a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to
time, the “Master Indenture”), between the Issuer and Wilmington Trust Company, as
indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2005-1 Indenture
Supplement dated as of May 5, 2005 (the “Indenture Supplement”), and representing the right
to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes
are subject to all of the terms of the Indenture. All terms used in this Note that are defined in
the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the
event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.



     The Class A Notes and the Class B Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF CDF FUNDING, INC., DISTRIBUTION
FINANCIAL SERVICES FLOORPLAN MASTER TRUST, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY
OR INSTRUMENTALITY.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall
treat the person in whose name this Class C Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



     THIS CLASS C NOTE 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



Exhibit A-3 (Page 6)









 




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.




Exhibit A-3 (Page 7)









 








ASSIGNMENT




Social Security or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
 (name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints  
attorney, to transfer said certificate on the books kept for registration thereof, with full power
of substitution in the premises.



	 	 	 
	Dated:                                                             

	 	                                                            **
	

	 	Signature Guaranteed:












	**	 	The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.




Exhibit A-3 (Page 8)









 










EXHIBIT B




Form of Monthly Servicer’s Certificate




[On file with GECC]





Exhibit B (Page 1)