exv4w14



 





Exhibit 4.14




THIRD AMENDMENT TO

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT, dated as of as of August 12, 2004 (this “Amendment”), is among GE
Commercial Distribution Finance Corporation (“CDF”), a Nevada corporation
(formerly known as Deutsche Financial Services Corporation), as Servicer,
Wilmington Trust Company (“WTC”) (successor to The Chase Manhattan Bank), as
Trustee, and CDF Financing, L.L.C. (“LLC”), a Delaware limited liability
company.



BACKGROUND




     The parties hereto are parties to the Amended and Restated Pooling and
Servicing Agreement, dated as of April 1, 2000, as amended (as so amended, the
“PSA”) among the LLC, CDF, as Servicer, and WTC, as Trustee; and



     The parties hereto desire to amend the PSA as set forth herein.



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



     SECTION 1. Definitions. Capitalized terms defined in the PSA and used but
not otherwise defined herein have the meanings given to them in the PSA.



     SECTION 2. Section 1.1 of the PSA. The definition of “Tax Opinion” in
Section 1.1 of the PSA is hereby amended by deleting the text in clause (c)
thereof and replacing it with the following text:




	 	 	 	“(c) in the case of Section 6.3(b), each Class of the Investor
Certificates of the new Series shall be characterized as debt,
partnership interests or as an undivided ownership interest in the
Trust Assets.”





     SECTION 3. Section 3.7 of the PSA. Section 3.7 of the PSA is hereby
amended to read in its entirety as follows:




	 	 	 	“SECTION 3.7 Tax Treatment. Unless otherwise specified in a
Series Supplement, the Seller has entered into this Agreement and
the Investor Certificates have been (or shall be) issued with the
intention that the Investor Certificates shall qualify as
indebtedness secured by the Receivables for Federal income taxes,
state and local income and franchise taxes (if such franchise taxes
are imposed on or measured by income) and any other taxes imposed
on or measured by income. Unless otherwise specified in a Series
Supplement, the Seller, the Servicer, each Beneficiary and each
Certificateholder and Certificate Owner, by the acceptance of its
Certificate or Book-Entry Certificate or an interest in a
Certificate or a Book-Entry Certificate, as applicable, agrees to
treat





Third Amendment to Pooling

and Servicing Agreement




 









 









	 	 	 	the Investor Certificates as indebtedness secured by the
Receivables for Federal income taxes, state and local income and
franchise taxes (if such franchise taxes are imposed on or measured
by income) and any other taxes imposed on or measured by income.”





     SECTION 4. Submission to Jurisdiction. Each of the parties to this
Amendment hereby irrevocably and unconditionally:



     (a) submits for itself and its property in any legal action or proceeding
relating to this Amendment or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;



     (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;



     (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its
address set forth in Section 13.6 of the PSA or at such other address notified
to the other parties to this Amendment; and



     (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction..



     SECTION 5. Miscellaneous.



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



     (b) This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall
constitute one and the same Amendment. Executed counterparts of this Amendment
may be delivered by facsimile transmission or other electronic transmission.



     (c) The PSA, as amended hereby, remain in full force and effect. Any
reference to the PSA (whether in the PSA or in any other agreement or document)
after the date hereof shall be deemed to refer to the PSA as amended hereby,
unless otherwise expressly stated therein.



     (d) The section titles contained in this Amendment are and shall be
without substantive meaning or content of any kind whatsoever.


[SIGNATURES FOLLOW]


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and Servicing Agreement






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



	 	 	 
	

	 	WILMINGTON TRUST COMPANY, not in its
	

	 	individual capacity, but solely as Trustee
	 
	 	 
	

	 	By: Deutsche Bank Trust Company Americas
	

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

	 	By: /s/ Louis Bodi
	

	 	Name: Louis Bodi
	

	 	Title: Vice President







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	 	 	GE COMMERCIAL
DISTRIBUTION FINANCE 
CORPORATION, as Servicer
	 
	 	 	 	 
	

	 	By:
	 	/s/ David A. Kaminsky
	

	 	 	 	Name: David A. Kaminsky
	

	 	 	 	Title: Vice President & Chief Financial Officer







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and Servicing Agreement





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	 	CDF FINANCING, L.L.C.
	 
	 	 
	

	 	By: /s/ Timothy J. Yanoti
	

	 	Name: Timothy J. Yanoti
	

	 	Title: Manager







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and Servicing Agreement


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