exv4w5



 





Exhibit 4.5




CDF FINANCING, L.L.C.,

as Transferor,




GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,

as Servicer,




and




WILMINGTON TRUST COMPANY,

as Trustee










SERIES 2004-NTC SUPPLEMENT




Dated as of August 12, 2004




to




AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT




Dated as of April 1, 2000










DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST

SERIES 2004-NTC




Series 2004-NTC Supplement




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	CREATION OF THE SERIES 2004-NTC CERTIFICATE	 	 	1	 
	SECTION 1.1
	 	Designation	 	 	1	 
	ARTICLE II
	DEFINITIONS	 	 	1	 
	SECTION 2.1
	 	Definitions	 	 	1	 
	ARTICLE III
	SERVICING FEE	 	 	5	 
	SECTION 3.1
	 	Servicing Compensation	 	 	5	 
	ARTICLE IV
	RIGHTS OF SERIES 2004-NTC CERTIFICATEHOLDER AND ALLOCATION AND APPLICATION OF COLLECTIONS	 	 	6	 
	SECTION 4.1
	 	Allocations; Payments to Transferor	 	 	6	 
	SECTION 4.2
	 	[RESERVED]	 	 	6	 
	SECTION 4.3
	 	[RESERVED]	 	 	6	 
	SECTION 4.4
	 	Establishment of Distribution Account	 	 	7	 
	SECTION 4.5
	 	[RESERVED]	 	 	8	 
	SECTION 4.6
	 	Application of Investor Non-Principal Collections, Investment Proceeds, Servicer Advances and Available Investor Principal Collections	 	 	8	 
	SECTION 4.7
	 	Payments to Series 2004-NTC Certificateholder	 	 	8	 
	SECTION 4.8
	 	[RESERVED]	 	 	8	 
	SECTION 4.9
	 	[RESERVED]	 	 	8	 
	SECTION 4.10
	 	[RESERVED]	 	 	8	 
	SECTION 4.11
	 	Excess Principal Collections	 	 	9	 
	ARTICLE V
	PAYMENT AND REPORTS TO SERIES 2004-NTC CERTIFICATEHOLDER	 	 	9	 
	SECTION 5.1
	 	Payments	 	 	9	 
	SECTION 5.2
	 	Reports and Statements to Series 2004-NTC Certificateholder	 	 	9	 
	ARTICLE VI
	[RESERVED]	 	 	10	 
	ARTICLE VII
	[RESERVED]	 	 	10	 
	ARTICLE VIII
	FINAL PAYMENTS	 	 	10	 
	SECTION 8.1
	 	Sale of Certificateholder’s Interest Pursuant to Section 2.3 of the Agreement; Payments Pursuant to Section 2.3 or 12.2(c) of the Agreement	 	 	10	 







Series 2004-NTC Supplement




i









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Page	 	 	 	 
	SECTION 8.2
	 	Payment of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.2 of the Agreement	 	10	 	 	 	 
	ARTICLE IX
	MISCELLANEOUS PROVISIONS	 	11	 	 	 	 
	SECTION 9.1
	 	Securities Law Filings	 	11	 	 	 	 
	SECTION 9.2
	 	Limitation of Note Trust Certificate	 	11	 	 	 	 
	SECTION 9.3
	 	Ratification of Agreement	 	11	 	 	 	 
	SECTION 9.4
	 	Counterparts	 	11	 	 	 	 
	SECTION 9.5
	 	Governing Law	 	12	 	 	 	 
	SECTION 9.6
	 	The Trustee; Paying Agent; Transfer Agent and Registrar	 	12	 	 	 	 
	SECTION 9.7
	 	Instructions in Writing	 	12	 	 	 	 
	SECTION 9.8
	 	Severability	 	12	 	 	 	 
	SECTION 9.9
	 	Headings	 	12	 	 	 	 
	 	 	 	 	 	 	 	 	 
	EXHIBIT A
	FORM OF NOTE TRUST CERTIFICATE	 	 	 	 	 	 
	EXHIBIT B
	FORM OF PAYMENT DATE STATEMENT	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	SCHEDULE 1
	DISTRIBUTION ACCOUNT	 	 	 	 	 	 







Series 2004-NTC Supplement




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     SERIES 2004-NTC SUPPLEMENT dated as of August 12, 2004 (this “Series
Supplement”), among CDF FINANCING, L.L.C., a Delaware limited liability
company, as Transferor, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a
Nevada corporation, as Servicer, and WILMINGTON TRUST COMPANY, as successor to
The Chase Manhattan Bank, as Trustee.



     Pursuant to Section 6.3 of the Amended and Restated Pooling and Servicing
Agreement, dated as of April 1, 2000 (as amended, the “Agreement”), among the
Transferor, the Servicer and the Trustee, the Transferor may from time to time
direct the Trustee to issue, on behalf of the Trust, one or more new Series of
Investor Certificates.



     Pursuant to this Series Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.



ARTICLE I




Creation of the Series 2004-NTC Certificate




     SECTION 1.1 Designation.



     (a) There is hereby created a Series of Investor Certificates to be issued
pursuant to the Agreement and this Series Supplement to be known as the “Note
Trust Certificate” or the “Series 2004-NTC Certificate”, which shall consist of
one Class.



     (b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.



ARTICLE II




Definitions




     SECTION 2.1 Definitions.



     (a) Whenever used in this Series Supplement the following words and
phrases shall have the following meanings:



     “Allocable Miscellaneous Payments” shall mean, with respect to any Payment
Date, the product of (a) the Floating Allocation Percentage for the related
Collection Period, and (b) Miscellaneous Payments with respect to the related
Collection Period.



     “Available Investor Principal Collections” shall mean, with respect to any
Payment Date, the sum of (a) an amount equal to Investor Principal Collections
for such Payment Date, and (b) Allocable Miscellaneous Payments with respect to
such Payment Date.



     “Closing Date” shall mean August 12, 2004.



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



Series 2004-NTC Supplement




 









 








     “Collateral Amount” is defined in the Indenture.



     “Distribution Account” is defined in Section 4.4(a)(i).



     “Floating Allocation Percentage” shall mean, with respect to any date of
determination and any Collection Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction:



     (a) the numerator of which is the lesser of (i) the aggregate of the
Collateral Amounts for all outstanding series issued by the Note Trust as of
the close of business on the last day of the prior calendar month (or, for
purposes of the calendar month in which the Note Trust has issued its first two
series, July 31, 2004), and (ii) the result of (A) the Unconcentrated Pool
Balance as of such day, minus (B) the Required Participation Amount; and



     (b) the denominator of which is the greater of:




          (i) the Unconcentrated Pool Balance as of such date; and




          (ii) the sum of the numerators used to calculate the floating
allocation percentages for all Series of Investor Certificates (including
the Note Trust Certificate) issued by the Trust.



     “Indenture” means the Master Indenture dated as of August 12, 2004 between
the Note Trust, as issuer, and Wilmington Trust Company, as indenture trustee,
as the same may be amended or otherwise modified from time to time.



     “Initial Servicer” shall mean CDF.



     “Invested Amount” shall mean, for any date, an amount equal to the (a) the
Pool Balance minus (b) the Required Participation Amount; provided, that the
Invested Amount shall not be less than zero and shall not be greater than six
billion dollars ($6,000,000,000) or such greater amount as may be agreed to by
the Series 2004-NTC Certificateholder.



     “Investor Certificateholder” shall have the meaning specified in the
Agreement.



     “Investor Default Amount” shall mean, with respect to any Payment Date, an
amount equal to the product of (a) the Defaulted Amount for the related
Collection Period, after giving effect to any allocation of any portion of that
Defaulted Amount to the Dealer Overconcentration Series, and (b) the Floating
Allocation Percentage for the related Collection Period.



     “Investor Non-Principal Collections” shall mean, with respect to any
Payment Date, an amount equal to the product of (i) the Floating Allocation
Percentage for the related Collection Period and (ii) Non-Principal Collections
deposited in the Collection Account for the related Collection Period after
giving effect to any allocations to the Dealer Overconcentration Series for
such Collection Period.



     “Investor Principal Collections” shall mean, with respect to any Payment
Date, the product of (i) the Principal Allocation Percentage for the related
Collection Period, and



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(ii) Principal Collections for the related Collection Period after giving
effect to any allocations to the Dealer Overconcentration Series for such
Collection Period; provided, that if for any Payment Date the sum of the
Principal Allocation Percentage, the floating allocation percentages for all
other outstanding Series of Investor Certificates in their revolving periods
and the principal allocation percentages for all other outstanding Series of
Investor Certificates in their early amortization or accumulation periods
exceeds 100%, then, after giving effect to any allocations to the Dealer
Overconcentration Series, Principal Collections shall be allocated among all
Series (including Series 2004-NTC) pari passu and pro rata on the basis of such
floating allocation percentages and principal allocation percentages.



     “Monthly Servicing Fee” shall have the meaning specified in Section 3.1.



     “Note Trust” shall mean GE Dealer Floorplan Master Note Trust, a Delaware
statutory trust.



     “Note Trust Certificate” shall have the meaning specified in Section
1.1(a).



     “Payment Date” shall mean the fifteenth day of each month or, if such day
is not a Business Day, the next succeeding Business Day.



     “Payment Date Statement” shall have the meaning specified in Section
5.2(a).



     “Principal Allocation Percentage” shall mean, with respect to any date of
determination and any Collection Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction:




          (a) the numerator of which is the lesser of (i) the aggregate of the
Collateral Amounts for all outstanding series issued by the Note Trust as
of the close of business on the last day of the prior Collection Period
(or, for purposes of the month in which the Note Trust has issued its
first two series, July 31, 2004 except that if a series issued by the
Note Trust is no longer in its revolving period, its Collateral Amount,
for purposes of this calculation, shall be its Collateral Amount as of
the end of its revolving period, and (ii) the result of (A) the
Unconcentrated Pool Balance as of such day, minus (B) the Required
Participation Amount; and




          (b) the denominator of which is the greater of (i) the
Unconcentrated Pool Balance as of such date and (ii) the sum of the
numerators used to calculate the applicable allocation percentages for
all Series of Investor Certificates (including the Note Trust
Certificate) issued by the Trust; provided, that if for any Payment Date
for the Note Trust Certificate, the sum of the Principal Allocation
Percentage for the Note Trust Certificate, the floating allocation
percentages for all other outstanding Series of Investor Certificates in
their Revolving Periods and the principal allocation percentages for all
other Series of Investor Certificates issued by the Trust in their Early
Amortization Periods or accumulation periods, as applicable, exceeds one
hundred percent (100%), then after giving effect to any allocations to
the Dealer Overconcentration Series, Principal Collections on the
Receivables shall be allocated among all Series of Investor Certificates
(including the Note Trust Certificate) issued by the Trust pari passu and
pro rata on the basis of such floating allocation percentages and
principal allocation percentages.



Series 2004-NTC Supplement




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     “Reassignment Amount” shall mean, with respect to any Payment Date, after
giving effect to any deposits and payments otherwise to be made on such Payment
Date, the sum of (i) the Invested Amount on such Payment Date and (ii) the
amounts distributable pursuant to Section 4.7(a).



     “Required Participation Percentage” shall mean, with respect to Series
2004-NTC, zero percent (0%).



     “Revolving Period” shall mean the period beginning at the opening of
business on the Closing Date and ending on the Trust Termination Date.



     “Securities Act” shall mean the Securities Act of 1933, as amended.



     “Series 2004-NTC” shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.



     “Series 2004-NTC Allocation Percentage” for a Collection Period shall mean
the percentage equivalent of a fraction, the numerator of which is the Invested
Amount on the last Business Day of the Collection Period immediately preceding
such Collection Period and the denominator of which is the Trust Invested
Amount on such last Business Day. The Series 2004-NTC Allocation Percentage is
the “Series Allocation Percentage” for Series 2004-NTC for purposes of the
Agreement.



     “Series 2004-NTC Certificateholder” shall mean initially, CDF Funding,
Inc., a Delaware corporation, and, after giving effect to the transfer of the
Series 2004-NTC Certificate on the Closing Date by CDF Funding, Inc. to the
Note Trust, shall mean the Note Trust.



     “Series 2004-NTC Certificateholder’s Interest” shall mean that portion of
the Certificateholders’ Interest evidenced by the Series 2004-NTC Certificate.



     “Series 2004-NTC Certificate” shall mean the Series 2004-NTC Certificate
executed by the Transferor and authenticated by the Trustee, substantially in
the form of Exhibit A.



     “Series 2004-NTC Excess Principal Collection” shall mean that portion of
Excess Principal Collections allocated to Series 2004-NTC pursuant to Section
4.11.



     “Series 2004-NTC Monthly Servicing Fee” shall have the meaning specified
in Section 3.1.



     “Series 2004-NTC Principal Shortfall” with respect to any Payment Date,
shall equal the excess, if any, of (i) the Invested Amount, over (ii) Available
Investor Principal Collections for such Payment Date (excluding any portion
thereof attributable to Excess Principal Collections).



     “Servicing Fee Rate” shall mean, with respect to Series 2004-NTC, two
percent (2.0%).



     “Termination Proceeds” shall mean any proceeds arising out of a sale of
Receivables (or interests therein) pursuant to Section 12.2(c) of the Agreement
with respect to Series 2004-NTC.



Series 2004-NTC Supplement




4









 








     “Transferor” shall mean CDF Financing, L.L.C. and its successors.



     “Transferor’s Interest” shall mean the interest in the Trust not allocated
to the Certificateholders’ Interest.



     (b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term “Rating Agency”, whenever used in this Series
Supplement or the Agreement with respect to Series 2004-NTC, shall mean Fitch.
As used in this Series Supplement and in the Agreement with respect to Series
2004-NTC, “highest investment category” shall mean in the case of Fitch, AAA
and F-1+, as applicable.



     (c) All capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in the Agreement. The definitions in
Section 2.1 are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of
such terms.



     (d) The words “hereof”, “herein” and “hereunder” and words of similar
import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless
otherwise specified; and the term “including” means “including without
limitation”.



     (e) All references to any agreement (including the Agreement and the
Indenture) shall be understood to be references to such agreement as it may be
amended, amended and restated or otherwise modified from time to time.



ARTICLE III




Servicing Fee




     SECTION 3.1 Servicing Compensation.



     (a) A monthly servicing fee for Series 2004-NTC (the “Monthly Servicing
Fee”) shall be payable to the Servicer, in arrears, on each Payment Date in
respect of any Collection Period (or portion thereof) occurring prior to the
first Payment Date on which the Invested Amount is zero, in an amount equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the product of
(i) the Series 2004-NTC Allocation Percentage and (ii) the Pool Balance as of
the last day of the second Collection Period preceding such Payment Date. The
share of the Monthly Servicing Fee allocable to the Series 2004-NTC
Certificateholder with respect to any Payment Date (the “Series 2004-NTC
Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the Invested Amount as of the last day of the second
Collection Period preceding such Payment Date and shall be payable in the
manner set forth in Section 4.6; provided, however, that with respect to the
first Payment Date for Series 2004-NTC, clause (b) of this sentence shall be
deemed to refer to the Invested Amount on the Closing Date. Notwithstanding
the foregoing, with respect to the first Payment Date for Series 2004-NTC, each
reference in the preceding sentences of this Section to one-twelfth shall be
deemed to be replaced by a fraction, the numerator of which is the number of
days from but



Series 2004-NTC Supplement




5









 








excluding the Closing Date to and including the last day of the month in
which the Closing Date occurs and the denominator of which is 360.



     (b) The remainder of the Monthly Servicing Fee shall be paid by the
Transferor and in no event shall the Trust, the Trustee or the Series 2004-NTC
Certificateholder be liable for the share of the Monthly Servicing Fee to be
paid by the Transferor; and the remainder of the Servicing Fee shall be paid by
the Transferor and the Investor Certificateholders of other Series, the Trustee
and the Series 2004-NTC Certificateholder shall in no event be liable for the
share of the Servicing Fee to be paid by the Transferor or the Investor
Certificateholders of other Series. The Series 2004-NTC Monthly Servicing Fee
shall be payable to the Servicer solely to the extent amounts are available for
payment in accordance with the terms of this Series Supplement or to the extent
that amounts may be netted with respect thereto in accordance with the terms of
this Series Supplement or the Agreement.



ARTICLE IV




Rights of Series 2004-NTC Certificateholder and

Allocation and Application of Collections




     SECTION 4.1 Allocations; Payments to Transferor.



     (a) Subject to Section 4.3(c) of the Agreement, and after giving effect to
any allocations to the Dealer Overconcentration Series, Collections of
Non-Principal Receivables and Principal Receivables, Miscellaneous Payments and
Defaulted Amounts, as they relate to Series 2004-NTC, shall be allocated and
distributed as set forth in this Article IV. On each Payment Date (as defined
herein), Defaulted Receivables for the preceding Collection Period shall be
allocated to Series 2004-NTC in an amount equal to the Investor Default Amount
(as defined herein) for the related Payment Date (as defined herein).



     (b) The Servicer shall instruct the Trustee to withdraw from the
Collection Account and pay (and the Trustee shall so withdraw and pay) to the
Transferor on each Deposit Date any funds not required to be held therein (or
not required to be transferred from the Collection Account to a deposit account
for the benefit of Investor Certificateholders of any Series).



     The withdrawals to be made from the Collection Account pursuant to this
Section 4.1(b) do not apply to deposits into the Collection Account that do not
represent Collections, including Miscellaneous Payments, payment of the
purchase price for the Certificateholders’ Interest pursuant to Section 2.3 of
the Agreement, and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.2 or 12.2 of the Agreement.



     SECTION 4.2 [RESERVED]



     SECTION 4.3 [RESERVED]



     SECTION 4.4 Establishment of Distribution Account.



     (a) (i) The Trustee, for the benefit of the Series 2004-NTC
Certificateholder, shall cause to be established and maintained in the name of
the Trustee, on behalf of the Trust, an



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Eligible Deposit Account (the “Distribution Account”) which shall be
identified as the “Distribution Account” for the Distribution Financial
Services Floorplan Master Trust, Series 2004-NTC” and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2004-NTC Certificateholder.




          (ii) At the direction of the Servicer, funds on deposit in the
Distribution Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer that shall mature so that such funds
shall be available at the close of business on or before the Business Day
next preceding the following Payment Date. All Eligible Investments
shall be held by the Trustee for the benefit of the Series 2004-NTC
Certificateholder. On each Payment Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Distribution Account and received prior to such Payment
Date shall be applied as set forth in Section 4.6(a) of this Series
Supplement. Funds deposited in the Distribution Account on the Business
Day preceding a Payment Date are not required to be invested overnight.



     (b) (i) The Trustee shall possess all right, title and interest in and to
all funds on deposit from time to time in, and all Eligible Investments
credited to the Distribution Account and in all proceeds thereof. The
Distribution Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2004-NTC Certificateholder. If, at any
time, the Distribution Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within ten (10) Business Days (or
such longer period, not to exceed thirty (30) calendar days, as to which each
Rating Agency may consent) establish a new Distribution Account meeting the
conditions specified in paragraph (a)(i) above, as an Eligible Deposit Account
and shall transfer any cash and/or investments to such new Distribution
Account. Neither the Transferor, the Servicer nor any other Person or entity
claiming by, through or under the Transferor, the Servicer or any such other
Person or entity shall have any right, title or interest in, or any right to
withdraw any amount from, the Distribution Account, except as expressly
provided herein. Schedule 1, which is hereby incorporated into and made part
of this Series Supplement, identifies the Distribution Account by setting forth
the account number of each such account, the account designation of each such
account and the name of the institution with which such account has been
established. If a substitute Distribution Account is established pursuant to
this Section, the Servicer shall provide to the Trustee an amended Schedule 1,
setting forth the relevant information for such substitute Distribution
Account.




          (ii) Pursuant to the authority granted to the Servicer in Section
3.1(a) of the Agreement, the Servicer shall have the power, revocable by
the Trustee, to make withdrawals and payments or to instruct the Trustee
to make withdrawals and payments from the Distribution Account for the
purposes of carrying out the Servicer’s or the Trustee’s duties
hereunder.



     (c) Unless otherwise agreed to by the Rating Agencies, at no time may
funds on deposit in the Distribution Account in an amount greater than 10% of
the outstanding principal balance of the Series 2004-NTC Certificate be
invested in Eligible Investments (other than obligations of the United States
government or investments in a mutual fund that does not have credit
concentrations greater than 10%) of any single entity or its Affiliates.



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     (d) Upon payment in full of all amounts payable on the Series 2004-NTC
Certificate pursuant to this Series Supplement, or any earlier date
contemplated by this Series Supplement, any funds remaining on deposit in the
Distribution Account shall be paid to the Transferor.



     (e) The Trustee shall not in any way be held liable by reason of any
insufficiency in the Distribution Account held by the Trustee resulting from
any investment loss on any Eligible Investment included therein (except to the
extent that the Trustee is the obligor and has defaulted thereon).



     SECTION 4.5 [RESERVED]



     SECTION 4.6 Application of Investor Non-Principal Collections, Investment
Proceeds, Servicer Advances and Available Investor Principal Collections. The
Servicer shall direct the Trustee (by setting forth the applicable amounts in
the related Payment Date Statement) to make the payments and deposits described
in the next sentence on each Payment Date. Based on such direction, on each
Payment Date the Trustee shall apply an amount equal to the sum of Investor
Non-Principal Collections and Available Investor Principal Collections on
deposit in the Collection Account and any Investment Proceeds for such Payment
Date, with respect to such Payment Date in the following priority:




          (i) first, an amount equal to the Series 2004-NTC Monthly Servicing
Fee for such Payment Date shall be paid to the Servicer (unless such
amount has been netted by the Servicer against deposits to the Collection
Account); and




          (ii) second, the balance, if any, shall be deposited into the
Distribution Account.



     SECTION 4.7 Payments to Series 2004-NTC Certificateholder.



     (a) The Servicer shall direct the Trustee (by setting forth the applicable
amount in the related Payment Date Statement) to pay (and the Trustee shall
pay), on each Payment Date, all amounts on deposit in the Distribution Account
to the Series 2004-NTC Certificateholder.



     (b) The payments to be made pursuant to this Section are subject to the
provisions of Sections 2.3, 9.2, 10.1 and 12.2 of the Agreement and Section 8.1
and 8.2 of this Series Supplement.



     SECTION 4.8 [RESERVED]



     SECTION 4.9 [RESERVED]



     SECTION 4.10 [RESERVED]



     SECTION 4.11 Excess Principal Collections. “Series 2004-NTC Excess
Principal Collections”, with respect to any Payment Date, shall mean an amount
equal to the lesser of (a) the Series 2004-NTC Principal Shortfall, if any, for
such Payment Date and (b) an amount equal to the product of (x) excess
principal collections for all Series for such Payment Date and (y) a fraction,
the numerator of which is the Series 2004-NTC Principal Shortfall for such



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Payment Date and the denominator of which is the aggregate amount of
principal shortfalls for all Series for such Payment Date.



ARTICLE V




Payment and Reports to

Series 2004-NTC Certificateholder




     SECTION 5.1 Payments.



     (a) On each Payment Date, the Trustee as paying agent shall pay to the
Series 2004-NTC Certificateholder on the preceding Record Date (other than as
provided in Section 12.2 of the Agreement with respect to a final payment) the
amounts on deposit in the Distribution Account.



     (b) Except as provided in Section 12.2 of the Agreement with respect to a
final payment, payments to the Series 2004-NTC Certificateholder hereunder
shall be made by wire transfer or other electronic funds transfer to the Series
2004-NTC Certificateholder at its address appearing in the Certificate Register
without presentation or surrender of the Series 2004-NTC Certificate or the
making of any notation thereon.



     SECTION 5.2 Reports and Statements to Series 2004-NTC Certificateholder.



     (a) At least two (2) Business Days prior to each Payment Date, the
Servicer shall provide to the Trustee and the Rating Agencies a statement
substantially in the form of Exhibit B (a “Payment Date Statement”), and on
each Payment Date the Trustee shall forward to the Series 2004-NTC
Certificateholder such statement prepared by the Servicer setting forth certain
information relating to the Trust and the Series 2004-NTC Certificate.



     (b) A copy of each statement provided pursuant to paragraph (a) and a copy
of the Pooling and Servicing Agreement (without exhibits) and this Series
Supplement shall be made available to Series 2004-NTC Certificateholder for
inspection at the Corporate Trust Office during the Trustee’s normal business
hours.



     (c) On or before January 31 of each calendar year, beginning with calendar
year 2005, the Trustee shall furnish or cause to be furnished to the Series
2004-NTC Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to the Series
2004-NTC Certificateholder as set forth in paragraph (a) above, together with
other information as is required to be provided by an issuer of indebtedness
under the Code for the preceding calendar year and such other customary
information as is necessary to enable the Series 2004-NTC Certificateholder to
prepare its tax returns. Such obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time in effect.



Series 2004-NTC Supplement




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ARTICLE VI




[RESERVED]




ARTICLE VII




[RESERVED]




ARTICLE VIII




Final Payments




     SECTION 8.1 Sale of Certificateholder’s Interest Pursuant to Section 2.3
of the Agreement; Payments Pursuant to Section 2.3 or 12.2(c) of the Agreement.



     (a) The amount to be paid by the Transferor to the Collection Account with
respect to Series 2004-NTC in connection with a purchase of the
Certificateholders’ Interest pursuant to Section 2.3 of the Agreement shall
equal the Reassignment Amount for the Payment Date on which such repurchase
occurs.



     (b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 8.1 of this Series Supplement or Section 2.3 of the
Agreement or any Termination Proceeds deposited into the Collection Account
pursuant to Section 12.2(c) of the Agreement, the Trustee shall, not later than
12:00 noon, New York time, on the Payment Date on which such amounts are
deposited (or, if such date is not a Payment Date, on the immediately following
Payment Date) (in the priority set forth below): (i) first, deposit an amount
equal to the Invested Amount on such Payment Date into the Principal Funding
Account, and (ii) second, pay the remainder of any Termination Proceeds to the
Transferor; provided, however, that the sum of the amounts allocated pursuant
to clauses (i) and (ii) shall not exceed the Reassignment Amount for Series
2004-NTC.



     Any payment made pursuant to paragraph (b) above and this paragraph (c)
shall be deemed to be a final payment pursuant to Section 12.2 of the Agreement
with respect to Series 2004-NTC.



     SECTION 8.2 Payment of Proceeds of Sale, Disposition or Liquidation of the
Receivables Pursuant to Section 9.2 of the Agreement.



     (a) Not later than 12:00 noon, New York City time, on the Payment Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.2(b) of the Agreement, the Trustee
shall (after giving effect to any deposits and payments otherwise to be made on
such Payment Date) (x) deduct an amount equal to the amount distributable on
such Payment Date pursuant to Section 4.7 from the Series 2004-NTC Allocation
Percentage of the Insolvency Proceeds and deposit such amount in the
Distribution Account, and (y) allocate the remainder of the Series 2004-NTC
Allocation Percentage of the Insolvency Proceeds to the Transferor’s Interest
and release the same to the Transferor on such Payment Date.



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     (b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Distribution Account pursuant
to this Section and all other amounts on deposit therein shall be distributed
in full to the Series 2004-NTC Certificateholder in the order of priority set
forth in Section 4.7 on the Payment Date on which funds are deposited pursuant
to this Section 8.2 (or, if not so deposited on a Payment Date, on the
immediately following Payment Date) and any payment made pursuant to this
Section 8.2 shall be deemed to be a final payment pursuant to Section 12.2 of
the Agreement with respect to Series 2004-NTC.



ARTICLE IX




Miscellaneous Provisions




     SECTION 9.1 Securities Law Filings. The Transferor shall cause the Series
2004-NTC Certificate to be registered under the Securities Exchange Act of
1934, as amended, to the extent required to do so under applicable law.



     SECTION 9.2 Limitation of Note Trust Certificate. (a) Each transferee of
the Note Trust Certificate (each, the “Transferee”) hereby represents and
warrants to the Trustee and the Transferor, and hereby agrees with the Trustee
and the Transferor, and such purchaser hereby acknowledges that the Note Trust
Certificate may not be acquired by or for the account of (i) an “employee
benefit plan” (as defined in section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)), whether or not such plan is
subject to ERISA, (ii) a plan described in section 4975(e)(1) of the Code or
(iii) any entity whose underlying assets include plan assets of the foregoing.
By accepting and holding the Note Trust Certificate, the Holder thereof shall
be deemed to have represented and warranted that it is not within any of the
categories described in the preceding sentence.



     (b) Each transferee of the Note Trust Certificate hereby represents and
warrants to the Trustee and the Transferor and hereby agrees with the Trustee
and the Transferor that the Note Trust Certificate shall not be transferred to
GE Commercial Distribution Finance Corporation.



     SECTION 9.3 Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.



     SECTION 9.4 Counterparts. This Series 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 together shall constitute one
and the same instrument.



     SECTION 9.5 Governing Law. This Series Supplement shall be governed by
and construed in accordance with the internal laws of the State of New York
(including Section 5-1401(1) of the General Obligations Law of the State of New
York, but without regard to any other conflict of law provisions of the State
of New York).



     SECTION 9.6 The Trustee; Paying Agent; Transfer Agent and Registrar. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or



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sufficiency of this Series Supplement, for or in respect of the
calculation or verification of any of the amounts, allocation or payments set
forth in Article IV and Article VIII or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Transferor;
provided, however, that this sentence shall not limit the obligations of the
Trustee contemplated by Section 4.2(b) of this Series Supplement; it being
agreed and understood that the corresponding Section 9.6 of any other
Supplement shall not limit the obligations of the Trustee contemplated by the
corresponding Section 4.2(b) of such Supplement.



     SECTION 9.7 Instructions in Writing. All instructions given by the
Servicer to the Trustee pursuant to this Series Supplement shall be in writing,
and may be included in a Payment Date Statement.



     SECTION 9.8 Severability. If any one or more of the covenants,
agreements, provisions or terms of this Series Supplement or the Series
2004-NTC Certificate shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Series Supplement
and shall in no way affect the validity or enforceability of the other
provisions of this Series Supplement or of the Series 2004-NTC Certificate.



     SECTION 9.9 Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.



     SECTION 9.10 Tax Matters. The Transferor has entered into the Pooling and
Servicing Agreement and the Series 2004-NTC Certificate has been issued with
the intention that the Series 2004-NTC Certificate shall evidence an undivided
beneficial ownership interest in the Trust Assets for Federal income taxes,
state and local income, single business and franchise taxes (imposed on or
measured by income) and any other taxes imposed on or measured by income. The
Transferor, each Beneficiary and the Certificateholder, by the acceptance of
the Series 2004-NTC Certificate, agrees to treat such Series 2004-NTC
Certificate as evidence of an undivided beneficial ownership interest in the
Trust Assets for Federal income taxes, state and local income, single business
and franchise taxes (imposed on or measured by income) and any other taxes
imposed on or measured by income.



[SIGNATURES FOLLOW]




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     IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series Supplement to be duly executed as of the day and year first
above written.



	 	 	 
	

	 	CDF FINANCING, L.L.C.,
	

	 	as Transferor
	 
	 	 
	

	 	By: /s/ Timothy J. Yanoti
	

	 	Name: Timothy J. Yanoti
	

	 	Title: Manager







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	 	 	GE COMMERCIAL DISTRIBUTION FINANCE

CORPORATION,

as Servicer
	 
	 	 	 	 
	

	 	 	By:	/s/ David A. Kaminsky
	

	 	 	 	Name: David A. Kaminsky
	

	 	 	 	Title: Vice President & Chief Financial Officer







Series 2004-NTC Supplement




S-2









 








	 	 	 	 	 
	

	 	 	WILMINGTON TRUST COMPANY,

as Trustee
	 
	 	 	 	 
	

	 	 	By Deutsche Bank Trust Company Americas

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

	 	 	By:	/s/ Louis Bodi
	

	 	 	 	Name: Louis Bodi
	

	 	 	 	Title: Vice President







Series 2004-NTC Supplement




S-3









 








EXHIBIT A




FORM OF NOTE TRUST CERTIFICATE




NOTE TRUST CERTIFICATE,




SERIES 2004-NTC




evidencing a fractional undivided interest in certain

assets of




DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST.




     This certificate (“Certificate”) does not represent any interest in, or
obligation of, CDF Financing, L.L.C. (“LLC” or the “Transferor”), GE Commercial
Distribution Finance Corporation (“CDF”), General Electric Capital Corporation,
General Electric Capital Services, Inc. or any affiliate thereof.



     This
certifies that [                     
 ] (the
“Certificateholder”), is the registered owner of a fractional undivided
interest in assets of the Distribution Financial Services Floorplan Master
Trust (the “Trust”) created pursuant to an Amended and Restated Pooling and
Servicing Agreement, dated as of April 1, 2000 (as amended, the “P&S”), as
supplemented by the Series 2004-NTC Supplement dated as of August 12, 2004 (the
“Series 2004-NTC Supplement” or the “Series Supplement”), among the LLC, as
Transferor, CDF, as Servicer, and Wilmington Trust Company, as successor to The
Chase Manhattan Bank, as trustee (the “Trustee”). The P&S and the Series
2004-NTC Supplement are collectively referred to herein as the “Pooling and
Servicing Agreement.”



     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.



     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER
CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).



     This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement to which, as amended and
supplemented from time to time, the Certificateholder by virtue of the
acceptance hereof assents and is bound. Although a summary of certain
provisions of the Pooling and Servicing Agreement is set forth herein, this
Certificate does not purport to summarize the Pooling and Servicing Agreement
and reference is made to the Pooling and Servicing Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Trustee.
In the event of any conflict or inconsistency between this Certificate



Series 2004-NTC Supplement




Ex. A-1









 








and the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall control in all respects. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the Pooling
and Servicing Agreement.



     The Transferor has entered into the Pooling and Servicing Agreement and
the Series 2004-NTC Certificate has been issued with the intention that the
Series 2004-NTC Certificate shall evidence an undivided beneficial ownership
interest in the Trust Assets for Federal income taxes, state and local income,
single business and franchise taxes (imposed on or measured by income) and any
other taxes imposed on or measured by income. The Transferor, each Beneficiary
and the Certificateholder, by the acceptance of this Certificate, agrees to
treat such Series 2004-NTC Certificate as evidence of an undivided beneficial
ownership interest in the Trust Assets for Federal income taxes, state and
local income, single business and franchise taxes (imposed on or measured by
income) and any other taxes imposed on or measured by income.



     By acquiring a Certificate (or an interest therein), each transferee shall
be deemed to represent and warrant that it is not acquiring the Certificate (or
interest therein) with the assets of an “employee benefit plan” as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), whether or not such plan is subject to Title I of ERISA, a “plan” as
defined in Section 4975 of the Code of 1986, as amended, or an entity deemed to
hold the plan assets of the foregoing.



Series 2004-NTC Supplement




Ex. A-2









 








     IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.



	 	 	 	 	 	 	 
	

	 	 	 	CDF FINANCING, L.L.C.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	

	

	 	 	 	 	Name: 	

	

	 	 	 	 	Title:	Manager
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 







Series 2004-NTC Supplement




Ex. A-3









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.



	 	 	 	 	 
	

	 	 	WILMINGTON TRUST COMPANY,

as Trustee
	 
	 	 	 	 
	

	 	 	By Deutsche Bank Trust Company Americas

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

	 	 	By:	

	

	 	 	 	Authorized Officer
	 
	 	 	 	 
	Dated:
	 	 	 	 







Series 2004-NTC Supplement





Ex. A-4









 








ASSIGNMENT




Social Security or other identifying number of assignee










FOR VALUE RECEIVED, the undersigned hereby 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:

	
	 







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Ex. A-5









 








EXHIBIT B




FORM OF PAYMENT DATE STATEMENT




     (a) The aggregate amount of Collections, the aggregate amount of
Non-Principal Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period, and the Pool
Balance as of the end of such Collection Period;



     (b) the Floating Allocation Percentage, the Principal Allocation
Percentage and the Series 2004-NTC Allocation Percentage relating to such
Collection Period;



     (c) the total amount, if any, distributed on the Series 2004-NTC
Certificate;



     (d) the Investor Default Amount for the applicable Payment Date;



     (e) the amount of the Monthly Servicing Fee for the preceding Collection
Period;



     (f) the Invested Amount for such Payment Date (after giving effect to all
payments which shall occur on such Payment Date);



     (g) the Collection Account balance with respect to the current Payment
Date;



     (h) if a Dealer Overconcentration exists, (i) the Unconcentrated Pool
Balance, (ii) the aggregate amount of such Dealer Overconcentration, (iii) the
applicable Unconcentrated Percentage and Overconcentrated Percentage, and (iv)
the portion of Collections, Miscellaneous Payments and the Defaulted Amount
allocated to the Dealer Overconcentration Series and other Series;



     (i) the Series 2004-NTC Monthly Servicing Fee;



     (j) the Excess Principal Collections;



     (k) the amounts to be deposited or applied pursuant to Section 4.6;



     (l) the amount calculated pursuant to Section 4.7(a); and



     (m) Miscellaneous Payments, including Adjustment Payments, Transfer
Deposit Amounts and Unallocated Principal Collections.



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Ex. B-1









 








SCHEDULE 1




	 	 	 	 	 
	Name of Series	 	 
	2004-NTC Account
	 	Account No.

	Distribution Account

	 	 	42528	 







[The foregoing account is maintained at Deutsche Bank Trust Company Americas.]




Series 2004-NTC Supplement





Sch. 1-1