exv4w3



 





Exhibit 4.3




GE DEALER FLOORPLAN MASTER NOTE TRUST,




as Issuer,




and




WILMINGTON TRUST COMPANY,




as Indenture Trustee




SERIES 2004-2 INDENTURE SUPPLEMENT

Dated as of August 12, 2004




2004-2 Indenture Supplement





 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE DEFINITIONS
	 	 	1	 
	SECTION 1.1. Definitions
	 	 	1	 
	SECTION 1.2. Incorporation of Terms
	 	 	10	 
	ARTICLE II CREATION OF THE SERIES 2004-2 NOTES
	 	 	10	 
	SECTION 2.1. Designation
	 	 	10	 
	ARTICLE III [RESERVED]
	 	 	10	 
	ARTICLE IV RIGHTS OF SERIES 2004-2 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
	 	 	10	 
	SECTION 4.1. Determination of Interest and Principal
	 	 	10	 
	SECTION 4.2. Establishment of Accounts
	 	 	11	 
	SECTION 4.3. Calculations and Series Allocations
	 	 	12	 
	SECTION 4.4. Application of Available Non-Principal Collections and Available Principal Collections
	 	 	14	 
	SECTION 4.5. Payments
	 	 	17	 
	SECTION 4.6. Investor Charge-Offs
	 	 	18	 
	SECTION 4.7. Reallocated Principal Collections
	 	 	18	 
	SECTION 4.8. Excess Non-Principal Collections
	 	 	18	 
	SECTION 4.9. Shared Principal Collections
	 	 	19	 
	SECTION 4.10. Reserve Account
	 	 	19	 
	SECTION 4.11. Investment of Amounts on Deposit in Series Accounts
	 	 	19	 
	SECTION 4.12. Controlled Accumulation Period
	 	 	20	 
	SECTION 4.13. Determination of LIBOR
	 	 	20	 
	ARTICLE V
DELIVERY OF SERIES 2004-2 NOTES; REPORTS TO SERIES 2004-2 NOTEHOLDERS

	 	 	21	 
	
SECTION 5.1. Delivery and Payment for the Series 2004-2 Notes
	 	 	21	 
	SECTION 5.2. Reports and Statements to Series 2004-2 Noteholders
	 	 	22	 
	ARTICLE VI SERIES 2004-2 EARLY AMORTIZATION EVENTS
	 	 	22	 
	SECTION 6.1. Series 2004-2 Early Amortization Events
	 	 	22	 
	ARTICLE VII REDEMPTION OF SERIES 2004-2 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
	 	 	24	 
	SECTION 7.1. Optional Redemption of Series 2004-2 Notes; Final Distributions
	 	 	24	 
	SECTION 7.2. Series Termination
	 	 	25	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	25	 







2004-2 Indenture Supplement





-i-









 






TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	SECTION 8.1. Ratification of Indenture; Amendments
	 	 	25	 
	SECTION 8.2. Form of Delivery of the Series 2004-2 Notes
	 	 	25	 
	SECTION 8.3. Counterparts
	 	 	25	 
	SECTION 8.4. GOVERNING LAW
	 	 	25	 
	SECTION 8.5. Limitation of Liability
	 	 	26	 
	SECTION 8.6. Rights of the Indenture Trustee
	 	 	27	 
	SECTION 8.7. No Petition
	 	 	27	 







	 	 	 
	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







2004-2 Indenture Supplement





-ii-









 








     SERIES 2004-2 INDENTURE SUPPLEMENT, dated as of August 12, 2004
(“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 2004-2 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, July 31, 2004); 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



2004-2 Indenture Supplement





 









 









     (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 first Monthly Period, July 31, 2004).



     “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 2004-2 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 2004-2 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 2004-2 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 2004-2 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 two hundred two
million dollars ($1,202,000,000).



     “Class A Note Interest Rate” means a per annum rate of eight hundredths of
one percent (0.08%) 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.



2004-2 Indenture Supplement





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-eight million
dollars ($38,000,000).



     “Class B Note Interest Rate” means a per annum rate of twenty-nine
hundredths of one percent (0.29%) 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 ten million dollars
($10,000,000).



     “Class C Note Interest Rate” means a per annum rate of one-half of one
percent (0.50%) 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.



2004-2 Indenture Supplement





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 August 12, 2004.



     “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
plus the Principal Overcollateralization Amount, 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 February 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 2004-2 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 July 2007.



     “Group One” means Series 2004-2 and each other outstanding Series
hereafter 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).



2004-2 Indenture Supplement





4









 








     “Initial Collateral Amount” means one billion two hundred sixty-two
million six hundred twenty-six thousand dollars ($1,262,626,000), which equals
the sum of (i) the Class A Note Initial Principal Balance, (ii) the Class B
Note Initial Principal Balance, (iii) the Class C Note Initial Principal
Balance, and (iv) the Principal Overcollateralization Amount.



     “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 2004-2 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 2004-2 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 2004-2, five percent (5%).



2004-2 Indenture Supplement





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 sixty-two
million six hundred twenty-six thousand dollars ($1,262,626,000) 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 six hundred twenty-six thousand dollars ($60,626,000)
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 six hundred twenty-six thousand dollars
($22,626,000) 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.



2004-2 Indenture Supplement





6









 








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



     “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 2004-2; provided, however, 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 that would have
been allocable to Series 2004-2 as of July 31, 2004 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 September 20,
2004.



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



     “Principal Overcollateralization Amount” means, on any date of
determination, an amount equal to (a) twelve million six hundred twenty-six
thousand dollars ($12,626,000) minus (b) the aggregate amount of Principal
Collections released to the Issuer and applied by the Issuer to reduce the
Principal Overcollateralization Amount under Section 4.3(c).



     “Principal Shortfall” is defined in Section 4.9.



     “Rating Agency” means, with respect to Series 2004-2, 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 2004-2



2004-2 Indenture Supplement





7









 







Noteholders, plus the Principal Overcollateralization Amount, plus (iv)
without duplication, the other amounts specified in Section 7.1(d).




     “Record Date” means, for purposes of Series 2004-2 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.



     “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 sum
of (A) the Note Principal Balance and (B) the Principal Overcollateralization
Amount, each as of such day (after giving effect to any changes therein on such
day) or (b) any other amount designated by the Transferor; provided, however,
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 2004-2.



     “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 2004-2” means the Series the terms of which are specified in this
Indenture Supplement.



     “Series 2004-2 Early Amortization Event” is defined in Section 6.1. The
Series 2004-2 Early Amortization Events are, with respect to Series 2004-2, the
Early Amortization Events contemplated by clause (a) of the definition of Early
Amortization Event in the Indenture.



     “Series 2004-2 Excess Non-Principal Collections” means Excess
Non-Principal Collections allocated from other Series in Group One to Series
2004-2 pursuant to Section 8.6 of the Indenture.



2004-2 Indenture Supplement





8









 








     “Series 2004-2 Final Maturity Date” means the Payment Date in July 2009.



     “Series 2004-2 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 2004-2 Noteholder” means the Person in whose name a Series 2004-2
Note is registered in the Note Register.



     “Series Accounts” is defined in Section 4.2.



     “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 and the Principal
Overcollateralization Amount has been reduced to zero, (b) the date on which
the Collateral Amount is reduced to zero and (c) the Series 2004-2 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
2004-2.



ARTICLE II

CREATION OF THE SERIES 2004-2 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 2004-2” or the “Series 2004-2
Notes.” The Series 2004-2 Notes shall be issued in three Classes, known as the
“Class A Series 2004-2 Asset Backed Notes,” the “Class B Series 2004-2 Asset
Backed Notes” and the “Class C Series 2004-2 Asset Backed Notes”.



2004-2 Indenture Supplement





9









 








     (b) Series 2004-2 shall be included in Group One and shall be a Principal
Sharing Series. Series 2004-2 shall be an Excess Allocation Series with
respect to Group One only. Series 2004-2 shall not be subordinated to any
other Series.



ARTICLE III

[RESERVED]




ARTICLE IV

RIGHTS OF SERIES 2004-2 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 2004-2 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 sum of the Note
Principal Balance and the Principal Overcollateralization Amount 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 sum of the Note Principal Balance and the Principal
Overcollateralization



2004-2 Indenture Supplement






10









 







Amount 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.



     (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 2004-2 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 2004-2 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 2004-2 Noteholders under the UCC,
the Indenture Trustee on behalf of the Series 2004-2 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 2004-2 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 2004-2 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 2004-2
Noteholders, the depositary institution shall comply with the orders of the
Indenture Trustee on behalf of the Series 2004-2 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 2004-2 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 2004-2 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 2004-2 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 2004-2 pursuant to Article VIII of
the Indenture shall be



2004-2 Indenture Supplement





11









 







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
2004-2 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 2004-2 pursuant to Section 8.5 of the
Indenture)).




     (b) Allocations to the Series 2004-2 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 2004-2 Noteholders the following amounts as set forth below:




     (i) Allocations of Non-Principal Collections. The Issuer shall
allocate to the Series 2004-2 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 2004-2 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 2004-2 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



2004-2 Indenture Supplement





12









 







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 2004-2 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 the aggregate amount of Principal
Collections processed on such Date of Processing, shall be
allocated to the Series 2004-2 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 2004-2
Noteholders and transferred to the Principal Account until
applied as provided herein; provided, however, 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 2004-2 Noteholders and
transferred to the Principal Account until applied as
provided herein; provided, however, that after the date on
which an amount of such Principal Collections equal to the
Monthly Principal has



2004-2 Indenture Supplement






13









 









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.



     (c) After the Note Principal Balance of the Series 2004-2 Notes has been
reduced to zero and all other amounts owed to the Series 2004-2 Noteholders
have been paid in full (including interest on the Notes), the Issuer shall
apply any funds released to it under this Section 4.3 or Section 7.1 to reduce
the Principal Overcollateralization Amount.



     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 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;



2004-2 Indenture Supplement





14









 








     (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;



     (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



2004-2 Indenture Supplement





15









 









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 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 (and in the case of clause (ii) excluding an amount equal
to the Principal Overcollateralization Amount) 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



2004-2 Indenture Supplement





16









 







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 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 2004-2 Noteholder (at such Noteholder’s address as it
appears in the Note Register), except that for any Series 2004-2 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 2004-2 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”).



2004-2 Indenture Supplement





17









 








     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 2004-2 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 2004-2 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 2004-2 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 2004-2 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).



     SECTION 4.9. Shared Principal Collections. Subject to Section 8.5 of the
Indenture, Shared Principal Collections allocable to Series 2004-2 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 2004-2 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 2004-2 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 2004-2 Final Maturity Date, and on any day following the
occurrence of an Event of Default with respect to Series 2004-2 that has
resulted in the acceleration of the Series 2004-2 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
2004-2 Noteholders to fund any shortfalls in amounts owed to the Series 2004-2
Noteholders.



2004-2 Indenture Supplement





18









 








     (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 2004-2 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, the Principal
Overcollateralization Amount has been reduced to zero, and all other amounts
payable to the Series 2004-2 Noteholders have been paid in full; (ii) the
Series 2004-2 Final Maturity Date; and (iii) the termination of the Issuer.



     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 and the reduction of the
Principal Overcollateralization Amount on the Expected Principal



2004-2 Indenture Supplement





19









 







Payment Date is expected to equal or exceed the Note Principal Balance
plus the Principal Overcollateralization Amount, 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.




     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



2004-2 Indenture Supplement





20









 







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 its Corporate Trust Office 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 2004-2 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.



ARTICLE V

DELIVERY OF SERIES 2004-2 NOTES;

REPORTS TO SERIES 2004-2 NOTEHOLDERS




     SECTION 5.1. Delivery and Payment for the Series 2004-2 Notes.



     The Issuer shall execute and issue, and the Authenticating Agent shall
authenticate, the Series 2004-2 Notes in accordance with Section 2.2 of the
Indenture. The Indenture Trustee shall deliver or cause to be delivered the
Series 2004-2 Notes to or upon Issuer Order when so authenticated.



     SECTION 5.2. Reports and Statements to Series 2004-2 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 2004-2 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, 2005, 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 2004-2 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.



2004-2 Indenture Supplement





21









 








ARTICLE VI

SERIES 2004-2 EARLY AMORTIZATION EVENTS




     SECTION 6.1. Series 2004-2 Early Amortization Events. If any one of the
following events shall occur with respect to the Series 2004-2 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
2004-2 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 2004-2 Notes;



     (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 2004-2 Notes, and as a result of which the interests of Series 2004-2
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 2004-2
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



2004-2 Indenture Supplement





22









 







(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 2004-2 and acceleration of the maturity of the Series
2004-2 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 sum of the Note Principal Balance and the Principal
Overcollateralization Amount, 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 sum of the
Note Principal Balance and the Principal Overcollateralization Amount;


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 2004-2 Notes evidencing more
than fifty percent (50%) of the aggregate unpaid principal amount of Series
2004-2 Notes by notice then given in writing to the Issuer (and to the
Indenture Trustee if given by the Series 2004-2 Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series 2004-2 (a “Series
2004-2 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 2004-2 Early Amortization Event shall occur without any notice
or other action on the part of the Indenture Trustee or the Series 2004-2
Noteholders immediately upon the occurrence of such event.




ARTICLE VII

REDEMPTION OF SERIES 2004-2 NOTES; FINAL DISTRIBUTIONS; SERIES

TERMINATION




     SECTION 7.1. Optional Redemption of Series 2004-2 Notes; Final
Distributions.



     (a) On any day occurring on or after the date on which the outstanding
principal balance of the Series 2004-2 Notes plus the Principal
Overcollateralization Amount is reduced to ten percent (10%) or less of the
Initial Collateral Amount, 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-



2004-2 Indenture Supplement




23









 







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 2004-2 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 2004-2 shall be
reduced to zero and the Series 2004-2 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 2004-2 in
connection with a repurchase of the Series 2004-2 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.



     (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 2004-2, 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 2004-2 Final Maturity Date, the unpaid principal amount of
the Series 2004-2 Notes shall be due and payable.



2004-2 Indenture Supplement




24









 








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 2004-2 Noteholders shall be the only Noteholders whose vote shall be
required.



     SECTION 8.2. Form of Delivery of the Series 2004-2 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 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 LAW
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 2004-2 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



2004-2 Indenture Supplement




25









 







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 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



2004-2 Indenture Supplement





26









 







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]




2004-2 Indenture Supplement





27









 








     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: Asst. Vice President







2004-2 Indenture Supplement





S-1









 








	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, as Indenture

Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Rosemary Kennard
	

	 	 	 	Name: Rosemary Kennard
	

	 	 	 	Title: Asst. Vice President







2004-2 Indenture Supplement





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







2004-2 Indenture Supplement





S-3









 








EXHIBIT A-1




FORM OF CLASS A SERIES 2004-2 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



2004-2 Indenture Supplement





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).




2004-2 Indenture Supplement





Exhibit A-1 (Page 2)









 








			
	REGISTERED
	 	$                                      
	No. R-
	 	CUSIP NO. 36159LAD8







GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2004-2




CLASS A SERIES 2004-2 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 ($[ ]), or such greater or lesser
amount as determined in accordance with the Indenture, on the July 2009 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.



2004-2 Indenture Supplement





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:




2004-2 Indenture Supplement





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:




2004-2 Indenture Supplement





Exhibit A-1 (Page 5)









 








GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2004-2




CLASS A SERIES 2004-2 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 2004-2 (the
“Series 2004-2 Notes”), issued under a Master Indenture dated as of August 12,
2004 (the “Master Indenture”), between the Issuer and Wilmington Trust Company,
as indenture trustee (the “Indenture Trustee”), as supplemented by the Series
2004-2 Indenture Supplement dated as of August 12, 2004 (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, TRANSAMERICA COMMERCIAL 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



2004-2 Indenture Supplement





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 LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.




2004-2 Indenture Supplement






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.





2004-2 Indenture Supplement





Exhibit A-1 (Page 8)









 








EXHIBIT A-2




FORM OF CLASS B SERIES 2004-2 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



2004-2 Indenture Supplement





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).




2004-2 Indenture Supplement





Exhibit A-2 (Page 2)









 








			
	REGISTERED
	 	$38,000,000
	No. R-
	 	CUSIP NO. 36159LAE6







GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2004-2




CLASS B SERIES 2004-2 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 EIGHT MILLION DOLLARS ($38,000,000), or
such greater or lesser amount as determined in accordance with the Indenture,
on the July 2009 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.



2004-2 Indenture Supplement





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:




2004-2 Indenture Supplement





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:




2004-2 Indenture Supplement




Exhibit A-2 (Page 5)









 








GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2004-2




CLASS B SERIES 2004-2 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 2004-2 (the
“Series 2004-2 Notes”), issued under a Master Indenture dated as of August 12,
2004 (the “Master Indenture”), between the Issuer and Wilmington Trust Company,
as indenture trustee (the “Indenture Trustee”), as supplemented by the Series
2004-2 Indenture Supplement dated as of August 12, 2004 (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, TRANSAMERICA COMMERCIAL 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



2004-2 Indenture Supplement





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 LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.




2004-2 Indenture Supplement




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.





2004-2 Indenture Supplement





Exhibit A-2 (Page 8)









 








EXHIBIT A-3




FORM OF CLASS C SERIES 2004-2 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



2004-2 Indenture Supplement





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).




2004-2 Indenture Supplement





Exhibit A-3 (Page 2)









 








			
	REGISTERED
	 	$10,000,000
	No. R-
	 	CUSIP NO. 36159LAF3







GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2004-2




CLASS C SERIES 2004-2 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 TEN MILLION DOLLARS ($10,000,000), or such
greater or lesser amount as determined in accordance with the Indenture, on the
July 2009 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.



2004-2 Indenture Supplement





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:




2004-2 Indenture Supplement





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:




2004-2 Indenture Supplement






Exhibit A-3 (Page 5)









 








GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2004-2




CLASS C SERIES 2004-2 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 2004-2 (the
“Series 2004-2 Notes”), issued under a Master Indenture dated as of August 12,
2004 (the “Master Indenture”), between the Issuer and Wilmington Trust Company,
as indenture trustee (the “Indenture Trustee”), as supplemented by the Series
2004-2 Indenture Supplement dated as of August 12, 2004 (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, TRANSAMERICA COMMERCIAL 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



2004-2 Indenture Supplement





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 LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.




2004-2 Indenture Supplement





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.





2004-2 Indenture Supplement





Exhibit A-3 (Page 8)









 








EXHIBIT B




Form of Monthly Servicer’s Certificate




[to be attached]




2004-2 Indenture Supplement





Exhibit B (Page 1)