<PAGE>
                                                                     Exhibit 4.1

                     GE DEALER FLOORPLAN MASTER NOTE TRUST,

                                   as Issuer,

                                       And

                            WILMINGTON TRUST COMPANY,

                              as Indenture Trustee





                       SERIES 2005-2 INDENTURE SUPPLEMENT
                          Dated as of October 20, 2005



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                                TABLE OF CONTENTS

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ARTICLE I             DEFINITIONS................................................................................1

         SECTION 1.1.               Definitions..................................................................1
         SECTION 1.2.               Incorporation of Terms.......................................................9


ARTICLE II            CREATION OF THE SERIES 2005-2 NOTES........................................................9

         SECTION 2.1.               Designation..................................................................9


ARTICLE III           [RESERVED].................................................................................9


ARTICLE IV            RIGHTS OF SERIES 2005-2 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF
                      COLLECTIONS...............................................................................10

         SECTION 4.1.               Determination of Interest and Principal.....................................10
         SECTION 4.2.               Establishment of Accounts...................................................10
         SECTION 4.3.               Calculations and Series Allocations.........................................11
         SECTION 4.4.               Application of Available Non-Principal Collections and Available
                                    Principal Collections.......................................................13
         SECTION 4.5.               Payments....................................................................16
         SECTION 4.6.               Investor Charge-Offs........................................................17
         SECTION 4.7.               Reallocated Principal Collections...........................................17
         SECTION 4.8.               Excess Non-Principal Collections............................................17
         SECTION 4.9.               Shared Principal Collections................................................18
         SECTION 4.10.              Reserve Account.............................................................18
         SECTION 4.11.              Investment of Amounts on Deposit in Series Accounts.........................19
         SECTION 4.12.              Controlled Accumulation Period..............................................19
         SECTION 4.13.              Determination of LIBOR......................................................20


ARTICLE V             DELIVERY OF SERIES 2005-2 NOTES; REPORTS TO SERIES 2005-2 NOTEHOLDERS.....................21

         SECTION 5.1.               Delivery and Payment for the Series 2005-2 Notes............................21
         SECTION 5.2.               Reports and Statements to Series 2005-2 Noteholders.........................21


ARTICLE VI            SERIES 2005-2 EARLY AMORTIZATION EVENTS...................................................21

         SECTION 6.1.               Series 2005-2 Early Amortization Events.....................................21


ARTICLE VII           REDEMPTION OF SERIES 2005-2 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION................23

         SECTION 7.1.               Optional Redemption of Series 2005-2 Notes; Final Distributions.............23
         SECTION 7.2.               Series Termination..........................................................24
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                                      -i-

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                                TABLE OF CONTENTS
                                  (continued)

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ARTICLE VIII          MISCELLANEOUS PROVISIONS..................................................................24

         SECTION 8.1.               Ratification of Indenture; Amendments.......................................24
         SECTION 8.2.               Form of Delivery of the Series 2005-2 Notes.................................24
         SECTION 8.3.               Counterparts................................................................24
         SECTION 8.4.               GOVERNING LAW...............................................................24
         SECTION 8.5.               Limitation of Liability.....................................................26
         SECTION 8.6.               Rights of the Indenture Trustee.............................................26
         SECTION 8.7.               No Petition.................................................................26


EXHIBIT A-1.......         FORM OF CLASS A NOTE
EXHIBIT A-2.......         FORM OF CLASS B NOTE
EXHIBIT A-3.......         FORM OF CLASS C NOTE
EXHIBIT B.........         FORM OF MONTHLY SERVICER'S CERTIFICATE
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                                      -ii-

<PAGE>


         SERIES 2005-2 INDENTURE SUPPLEMENT, dated as of October 20, 2005
("Indenture Supplement"), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a
Delaware statutory trust (herein, the "Issuer" or the "Trust"), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, not in its individual capacity,
but solely as indenture trustee (herein, together with its successors in the
trusts thereunder as provided in the Master Indenture referred to below, the
"Indenture Trustee") under the Master Indenture, dated as of August 12, 2004
(the "Indenture"), between the Issuer and the Indenture Trustee.

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

                                   ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. Definitions.

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

         (b) Each capitalized term defined herein relates only to Series 2005-2
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, the Closing Date; and

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

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


<PAGE>

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

         "Available Non-Principal Collections" means, for any Monthly Period, an
amount equal to the sum of (a) the Investor Non-Principal Collections for such
Monthly Period, (b) the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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 seven hundred fourteen
million dollars ($714,000,000).

         "Class A Note Interest Rate" means a per annum rate of three hundredths
of one percent (0.03%) in excess of LIBOR as determined on the LIBOR
Determination Date for the applicable Interest Period.

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

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



                                       2
<PAGE>

         "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 twenty-two million six
hundred thousand dollars ($22,600,000).

         "Class B Note Interest Rate" means a per annum rate of two tenths of
one percent (0.20%) 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 thirteen million four
hundred thousand dollars ($13,400,000).

         "Class C Note Interest Rate" means a per annum rate of thirty-eight
hundredths of one percent (0.38%) in excess of LIBOR as determined on the LIBOR
Determination Date for the applicable Interest Period.

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

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

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



                                       3
<PAGE>

         "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 October 20, 2005.

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

         "Controlled Accumulation Date" means April 1, 2008, subject to
adjustment pursuant to Section 4.12.

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

         "Controlled Accumulation Period Length" is defined in Section 4.12.

         "Defaulted Account" means an Account in which there are Defaulted
Receivables.

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

         "Early Amortization Period" means the period commencing on the date on
which a Trust Early Amortization Event or a Series 2005-2 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 September
2008.

         "Group One" means Series 2005-2 and each other outstanding Series
specified in the related Indenture Supplement to be included in Group One.

         "Indenture" is defined in the preamble.

         "Indenture Trustee" is defined in the preamble.

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



                                       4
<PAGE>

         "Initial Collateral Amount" means seven hundred fifty million dollars
($750,000,000), which equals the sum of (i) the Class A Note Initial Principal
Balance, (ii) the Class B Note Initial Principal Balance and (iii) the Class C
Note Initial Principal Balance.

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

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

         "Investor Charge-Offs" is defined in Section 4.6.

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

         "Investor Non-Principal Collections" means, for any Monthly Period, an
amount equal to the aggregate amount of Non-Principal Collections retained or
deposited in the Non-Principal Account for Series 2005-2 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 2005-2 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 2005-2, five percent (5%).



                                       5
<PAGE>

         "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) the sum of the Class A Note Initial
Principal Balance, the Class B Note Initial Principal Balance and the Class C
Note Initial Principal Balance 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) the sum of the Class B Note Initial Principal Balance and the Class C
Note Initial Principal Balance 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) the Class C Note Initial Principal Balance 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.



                                       6
<PAGE>

         "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 2005-2; provided, that with respect
to the first Transfer Date, the Noteholder Servicing Fee shall be calculated
based on the Collateral Amount as of the Closing Date and shall be an amount
equal to the product of (a) the product of (I) the Series Servicing Fee
Percentage and (II) the excess of (A) the Collateral Amount as of the Closing
Date over (B) the portion of the Note Trust Certificate allocable to Series
2005-2 as of the Closing Date and (b) the number of days from and including the
Closing Date to and including the last day of the month in which the Closing
Date occurs divided by 360.

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

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

         "Payment Date" means the twentieth (20th) day of each calendar month,
or if such twentieth (20th) day is not a Business Day, the next succeeding
Business Day; provided, that the first Payment Date shall be November 21, 2005.

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

         "Principal Shortfall" is defined in Section 4.9.

         "Rating Agency" means, with respect to Series 2005-2, 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 2005-2 Noteholders, plus (iii)
without duplication, the other amounts specified in Section 7.1(d).

         "Record Date" means, for purposes of Series 2005-2 with respect to any
Payment Date, the date falling five (5) Business Days prior to such date.


                                       7
<PAGE>

         "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
Note Principal Balance, as of such day (after giving effect to any changes
therein on such day) or (b) any other amount designated by the Transferor;
provided, that if such designation is of a lesser amount, the Transferor shall
(i) provide the Indenture Trustee with evidence that the Rating Agency Condition
shall have been satisfied and (ii) deliver to the Indenture Trustee a
certificate of an Authorized Officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Transferor,
such designation will not cause an Early Amortization Event to occur with
respect to Series 2005-2.

         "Required Reserve Account Percentage" means three and twelve hundredths
percent (3.12%).

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

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

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

         "Series 2005-2" means the Series the terms of which are specified in
this Indenture Supplement.

         "Series 2005-2 Early Amortization Event" is defined in Section 6.1. The
Series 2005-2 Early Amortization Events are, with respect to Series 2005-2, the
Early Amortization Events contemplated by clause (a) of the definition of Early
Amortization Event in the Indenture.

         "Series 2005-2 Excess Non-Principal Collections" means Excess
Non-Principal Collections allocated from other Series in Group One to Series
2005-2 pursuant to Section 8.6 of the Indenture.

         "Series 2005-2 Final Maturity Date" means the Payment Date in September
2010.

         "Series 2005-2 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.



                                       8
<PAGE>

         "Series 2005-2 Noteholder" means the Person in whose name a Series
2005-2 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, (b) the date on which the
Collateral Amount is reduced to zero and (c) the Series 2005-2 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 2005-2.

                                   ARTICLE II
                       CREATION OF THE SERIES 2005-2 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 2005-2" or the "Series 2005-2
Notes." The Series 2005-2 Notes shall be issued in three Classes, known as the
"Class A Series 2005-2 Asset Backed Notes," the "Class B Series 2005-2 Asset
Backed Notes" and the "Class C Series 2005-2 Asset Backed Notes".

         (b) Series 2005-2 shall be included in Group One and shall be a
Principal Sharing Series. Series 2005-2 shall be an Excess Allocation Series
with respect to Group One only. Series 2005-2 shall not be subordinated to any
other Series.

                                  ARTICLE III
                                   [RESERVED]





                                       9
<PAGE>

                                   ARTICLE IV
             RIGHTS OF SERIES 2005-2 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 2005-2 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 Note Principal Balance on
such Transfer Date (minus any amount already in the Principal Account on such
Transfer Date); (iii) during the Controlled Accumulation Period, the result of
(x) the Note Principal Balance as of the last day of the Revolving Period,
divided by (y) the Controlled Accumulation Period Length; and (iv) during the
Controlled Accumulation Period, the Collateral Amount.

         SECTION 4.2. Establishment of Accounts.

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



                                       10
<PAGE>

         (b) If the depositary institution wishes to resign as depositary of any
of the Series Accounts for any reason or fails to carry out the instructions of
the Issuer for any reason, then the Issuer shall promptly notify the Indenture
Trustee on behalf of the Series 2005-2 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 2005-2 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 2005-2 Noteholders under the UCC,
the Indenture Trustee on behalf of the Series 2005-2 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 2005-2 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 2005-2 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 2005-2
Noteholders, the depositary institution shall comply with the orders of the
Indenture Trustee on behalf of the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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 2005-2 pursuant to Article VIII of the
Indenture shall be allocated and paid as set forth in this Article IV. During
any period when the Issuer is permitted by Section 8.4 of the Indenture to make
a single monthly deposit to the Collection Account, amounts allocated to the
Series 2005-2 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 2005-2 pursuant to Section 8.5 of the
Indenture)).



                                       11
<PAGE>

         (b) Allocations to the Series 2005-2 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 2005-2 Noteholders the following amounts as set forth below:

                  (i) Allocations of Non-Principal Collections. The Issuer shall
         allocate to the Series 2005-2 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 2005-2 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 2005-2 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 items
specified in Section 4.4(a) to which such amounts would have been applied (and
in the priority in which they would have been applied) had such amounts been
available in the Non-Principal Account on such Transfer Date. To avoid doubt,
the calculations referred to in the preceding clause (2) include the
calculations required by clause (b)(ii) of the definition of Collateral Amount.

                  (ii) Allocations of Principal Collections. The Issuer shall
         allocate to the Series 2005-2 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



                                       12
<PAGE>

                           the aggregate amount of Principal Collections
                           processed on such Date of Processing, shall be
                           allocated to the Series 2005-2 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 2005-2 Noteholders
                           and transferred to the Principal Account until
                           applied as provided herein; provided, that after the
                           date on which an amount of such Principal Collections
                           equal to the Monthly Principal has been deposited
                           into the Principal Account such amount shall be
                           first, if any other Principal Sharing Series is
                           outstanding and in its accumulation period or
                           amortization period, retained in the Principal
                           Account for application, to the extent necessary, as
                           Shared Principal Collections to other Principal
                           Sharing Series on the related Payment Date, and
                           second, deposited in the Excess Funding Account to
                           the extent necessary so that the Free Equity Amount
                           is not less than the Minimum Free Equity Amount, and
                           third, shall be released to the Issuer.

                           (z) Allocations During the Early Amortization Period.
                           During the Early Amortization Period, an amount equal
                           to the product of the Allocation Percentage and the
                           aggregate amount of Principal Collections processed
                           on such Date of Processing shall be allocated to the
                           Series 2005-2 Noteholders and transferred to the
                           Principal Account until applied as provided herein;
                           provided, that after the date on which an amount of
                           such Principal Collections equal to the Monthly
                           Principal has been deposited into the Principal
                           Account such amount shall be first, if any other
                           Principal Sharing Series is outstanding and in its
                           accumulation period or amortization period, retained
                           in the Principal Account for application, to the
                           extent necessary, as Shared Principal Collections to
                           other Principal Sharing Series on the related Payment
                           Date, and second, deposited in the Excess Funding
                           Account to the extent necessary so that the Free
                           Equity Amount is not less than the Minimum Free
                           Equity Amount, and third, shall be released to the
                           Issuer.

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




                                       13
<PAGE>

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

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

                  (i) on a pari passu basis,

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

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

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

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

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

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

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

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



                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

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




                                       15
<PAGE>

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

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

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

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

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

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

         SECTION 4.5. Payments.

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

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




                                       16
<PAGE>

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

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

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

         (e) All payments to Noteholders hereunder shall be made by (i) check
mailed to each Series 2005-2 Noteholder (at such Noteholder's address as it
appears in the Note Register), except that for any Series 2005-2 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 2005-2 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").

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

         SECTION 4.8. Excess Non-Principal Collections. Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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).



                                       17
<PAGE>

         SECTION 4.9. Shared Principal Collections. Subject to Section 8.5 of
the Indenture, Shared Principal Collections allocable to Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Final Maturity Date, and on any day following
the occurrence of an Event of Default with respect to Series 2005-2 that has
resulted in the acceleration of the Series 2005-2 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 2005-2
Noteholders to fund any shortfalls in amounts owed to the Series 2005-2
Noteholders.

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

         (d) If, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to any Transfer Date, the amount on deposit in the
Reserve Account exceeds the Required Reserve Account Amount, the Issuer shall
withdraw an amount equal to such excess from the Reserve Account and distribute
such amount to the Transferor on the related Payment Date. On the date on which
the Reserve Account has been terminated, after giving effect to any withdrawal
on such date pursuant to Section 4.10(a) and making any payments to the Series
2005-2 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 and all other
amounts payable to the Series 2005-2 Noteholders have been paid in full; (ii)
the Series 2005-2 Final Maturity Date; and (iii) the termination of the Issuer.



                                       18
<PAGE>

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

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

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

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



                                       19
<PAGE>

         SECTION 4.13. Determination of LIBOR.

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

         (b) The Class A Note Interest Rate, Class B Note Interest Rate and
Class C Note Interest Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning Deutsche Bank Trust
Company Americas, as Paying Agent, at 212-250-4855 or such other telephone
number as shall be designated by the Indenture Trustee for such purpose by prior
written notice by Deutsche Bank Trust Company Americas, as Paying Agent, to each
Series 2005-2 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.



                                       20
<PAGE>

                                   ARTICLE V
                        DELIVERY OF SERIES 2005-2 NOTES;
                      REPORTS TO SERIES 2005-2 NOTEHOLDERS

         SECTION 5.1. Delivery and Payment for the Series 2005-2 Notes.

         The Issuer shall execute and issue, and the Authenticating Agent shall
authenticate, the Series 2005-2 Notes in accordance with Section 2.2 of the
Indenture. The Indenture Trustee shall deliver or cause to be delivered the
Series 2005-2 Notes to or upon Issuer Order when so authenticated.

         SECTION 5.2. Reports and Statements to Series 2005-2 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 2005-2 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, 2006, the Indenture Trustee, on behalf of the Issuer, shall furnish
or cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2005-2 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.

                                   ARTICLE VI
                     SERIES 2005-2 EARLY AMORTIZATION EVENTS

         SECTION 6.1. Series 2005-2 Early Amortization Events. If any one of the
following events shall occur with respect to the Series 2005-2 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 2005-2 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 2005-2 Notes;



                                       21
<PAGE>

         (b) any representation or warranty made by the Transferor in the Second
Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or
any information contained in an account schedule required to be delivered by the
Transferor pursuant to Section 2.1(b) or Section 2.6(c) of the Second Tier
Agreement shall prove to have been incorrect in any material respect when made
or when delivered, which continues to be incorrect in any material respect for a
period of sixty (60) days after the date on which written notice of the same,
requiring the same to be remedied, shall have been given to the Issuer or
Transferor, as applicable, by the Indenture Trustee, or to Transferor or the
Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series
2005-2 Notes, and as a result of which the interests of Series 2005-2 are
materially and adversely affected and continue to be materially and adversely
affected for such period; provided, that a Series 2005-2 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 (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 the Series 2005-2 Notes that results in the acceleration
of the maturity of the Series 2005-2 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) (i) on any Payment Date, after giving effect to withdrawals from
and deposits into the Reserve Account, the Reserve Account balance is less than
the product of (A) the Required Reserve Account Percentage minus one-fourth of
one percent (0.25%) and (B) the Note Principal




                                       22
<PAGE>

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

then, in the case of any event described in subsection (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Indenture Trustee or the Noteholders of Series 2005-2 Notes evidencing more than
fifty percent (50%) of the aggregate unpaid principal amount of Series 2005-2
Notes by notice then given in writing to the Issuer (and to the Indenture
Trustee if given by the Series 2005-2 Noteholders) may declare that a "Series
Early Amortization Event" with respect to Series 2005-2 (a "Series 2005-2 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 2005-2 Early Amortization Event shall occur without any notice or other
action on the part of the Indenture Trustee or the Series 2005-2 Noteholders
immediately upon the occurrence of such event.

                                  ARTICLE VII
   REDEMPTION OF SERIES 2005-2 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

         SECTION 7.1. Optional Redemption of Series 2005-2 Notes; Final
Distributions.

         (a) On any day occurring on or after the date on which the outstanding
principal balance of the Series 2005-2 Notes is reduced to ten percent (10%) or
less of the Initial Collateral Amount, the Transferor has the option pursuant to
the Trust Agreement to reduce the Collateral Amount to zero by paying a purchase
price equal to the greater of (x) the Collateral Amount plus the Allocation
Percentage of outstanding Non-Principal Receivables, and (y) (i) if such day is
a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such
day is not a Payment Date, the Reassignment Amount for the Payment Date
following such day. If Transferor exercises such option, the Issuer will apply
such purchase price to repay the Series 2005-2 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 2005-2 shall be
reduced to zero and the Series 2005-2 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 2005-2
in connection with a repurchase of the Series 2005-2 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.




                                       23
<PAGE>

         (d) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to this Section 7.1 or the net proceeds of any sale
of Transferred Receivables pursuant to Section 5.3 of the Indenture with respect
to Series 2005-2, 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 2005-2 Final Maturity Date, the unpaid principal amount
of the Series 2005-2 Notes shall be due and payable.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         SECTION 8.1. Ratification of Indenture; Amendments. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument. This
Indenture Supplement may be amended only in accordance with the terms of Section
9.1 or 9.2 of the Indenture. For purposes of the application of Section 9.2 of
the Indenture to any amendment of this Indenture Supplement, the Series 2005-2
Noteholders shall be the only Noteholders whose vote shall be required.

         SECTION 8.2. Form of Delivery of the Series 2005-2 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




                                       24
<PAGE>

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT
WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

         (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM
PERTAINING TO THIS INDENTURE SUPPLEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS INDENTURE SUPPLEMENT; PROVIDED, THAT EACH PARTY HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER,
THAT NOTHING IN THIS INDENTURE SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE
THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
SERIES 2005-2 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
HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED
IN ACCORDANCE WITH SECTION 10.4 OF THE INDENTURE AND THAT SERVICE SO MADE SHALL
BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR
THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

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




                                       25
<PAGE>

TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

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

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

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

                            [SIGNATURE PAGES FOLLOW]




                                       26
<PAGE>


         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: Vice President


                                      S-1
<PAGE>

                                  WILMINGTON TRUST COMPANY, as
                                  Indenture Trustee


                                  By:   /s/ Erwin M. Soriano
                                        Name: Erwin Soriano
                                        Title: Vice President




                                      S-2
<PAGE>


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

                                  DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS


                                  By:   /s/ Louis Bodi
                                        Name: Louis Bodi
                                        Title: Vice President

                                      S-3
<PAGE>


                                   EXHIBIT A-1

                 FORM OF CLASS A SERIES 2005-2 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


                              Exhibit A-1 (Page 1)


<PAGE>

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



                              Exhibit A-1 (Page 2)
<PAGE>



REGISTERED                                                    $_________________
No. R-                                                   CUSIP NO. _____________


                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                  SERIES 2005-2

                     CLASS A SERIES 2005-2 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 ($[ ])(1), or such greater or
lesser amount as determined in accordance with the Indenture, on the [_______]
Payment Date, except as otherwise provided below or in the Indenture. The Issuer
will pay interest on the unpaid principal amount of this Note at the rate and in
the manner set forth in the Indenture Supplement referred to herein. Interest on
this Note will accrue for each Payment Date from and including the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, for the initial Payment Date, from and including the Closing Date to but
excluding such Payment Date. Interest will be computed on the basis of a 360-day
year and the actual number of days elapsed. Principal of this Note shall be paid
in the manner specified in the Indenture Supplement referred to herein.

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

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



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


                              Exhibit A-1 (Page 3)

<PAGE>


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

                                     GE DEALER FLOORPLAN MASTER NOTE TRUST,
                                     as Issuer

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

                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
Dated:




                              Exhibit A-1 (Page 4)

<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                  WILMINGTON TRUST COMPANY,
                                  as Indenture Trustee


                                  By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as
                                  Authenticating Agent


                                  By:
                                     ----------------------------------------
                                     Name:
                                          -----------------------------------
                                     Title:
                                           ----------------------------------


Dated:



                              Exhibit A-1 (Page 5)
<PAGE>


                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                  SERIES 2005-2

                     CLASS A SERIES 2005-2 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 2005-2 (the
"Series 2005-2 Notes"), issued under a Master Indenture dated as of August 12,
2004 (as amended, modified or supplemented from time to time, the "Master
Indenture"), between the Issuer and Wilmington Trust Company, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2005-2
Indenture Supplement dated as of October 20, 2005 (the "Indenture Supplement"),
and representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.

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

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

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

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

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

         THIS CLASS A NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN


                              Exhibit A-1 (Page 6)

<PAGE>

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY
OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


                              Exhibit A-1 (Page 7)


<PAGE>


                                   ASSIGNMENT

Social Security or other identifying number of assignee

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

Dated:_______________________                    _____________________________**
                                                 Signature Guaranteed:



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



                              Exhibit A-1 (Page 8)

<PAGE>


                                   EXHIBIT A-2

                 FORM OF CLASS B SERIES 2005-2 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


                              Exhibit A-2 (Page 1)


<PAGE>

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



                              Exhibit A-2 (Page 2)

<PAGE>



REGISTERED                                                           $__________
No. R-                                                       CUSIP NO. _________

                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                  SERIES 2005-2

                     CLASS B SERIES 2005-2 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 [_______]
Payment Date, except as otherwise provided below or in the Indenture. The Issuer
will pay interest on the unpaid principal amount of this Note at the rate and
the manner set forth in the Indenture Supplement referred to herein. Interest on
this Note will accrue for each Payment Date from and including the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, for the initial Payment Date, from and including the Closing Date to but
excluding such Payment Date. Interest will be computed on the basis of a 360-day
year and the actual number of days elapsed. Principal of this Note shall be paid
in the manner specified in the Indenture Supplement referred to herein.

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

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


                              Exhibit A-2 (Page 3)

<PAGE>


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

                                     GE DEALER FLOORPLAN MASTER NOTE TRUST,
                                     as Issuer

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

                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

Dated:




                              Exhibit A-2 (Page 4)

<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     WILMINGTON TRUST COMPANY,
                                     as Indenture Trustee


                                     By: DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                     as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


Dated:


                              Exhibit A-2 (Page 5)
<PAGE>


                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                  SERIES 2005-2

                     CLASS B SERIES 2005-2 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 2005-2 (the
"Series 2005-2 Notes"), issued under a Master Indenture dated as of August 12,
2004 (as amended, modified or supplemented from time to time, the "Master
Indenture"), between the Issuer and Wilmington Trust Company, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2005-2
Indenture Supplement dated as of October 20, 2005 (the "Indenture Supplement"),
and representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.

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

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

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

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

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

         THIS CLASS B NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN


                              Exhibit A-2 (Page 6)


<PAGE>

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY
OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


                              Exhibit A-2 (Page 7)


<PAGE>


                                   ASSIGNMENT

Social Security or other identifying number of assignee

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

Dated:   _______________________        ______________________________________**
                                        Signature Guaranteed:



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


                              Exhibit A-2 (Page 8)

<PAGE>


                                   EXHIBIT A-3

                 FORM OF CLASS C SERIES 2005-2 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

                              Exhibit A-3 (Page 1)


<PAGE>

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



                              Exhibit A-3 (Page 2)

<PAGE>



REGISTERED                                                           $__________
No. R-                                                       CUSIP NO. _________


                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                  SERIES 2005-2

                     CLASS C SERIES 2005-2 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
[_______] Payment Date, except as otherwise provided below or in the Indenture.
The Issuer will pay interest on the unpaid principal amount of this Note at the
rate and in the manner set forth in the Indenture Supplement referred to herein.
Interest on this Note will accrue for each Payment Date from and including the
most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing
Date to but excluding such Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Principal of this Note
shall be paid in the manner specified in the Indenture Supplement referred to
herein.

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

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


                              Exhibit A-3 (Page 3)

<PAGE>


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

                                     GE DEALER FLOORPLAN MASTER NOTE TRUST, as
                                     Issuer

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



                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

Dated:



                              Exhibit A-3 (Page 4)

<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     WILMINGTON TRUST COMPANY,
                                     as Indenture Trustee


                                     By: DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                     as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------




Dated:


                              Exhibit A-3 (Page 5)

<PAGE>


                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                  SERIES 2005-2

                     CLASS C SERIES 2005-2 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 2005-2 (the
"Series 2005-2 Notes"), issued under a Master Indenture dated as of August 12,
2004 (as amended, modified or supplemented from time to time, the "Master
Indenture"), between the Issuer and Wilmington Trust Company, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2005-2
Indenture Supplement dated as of October 20, 2005 (the "Indenture Supplement"),
and representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.

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

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

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

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

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

         THIS CLASS C NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN

                              Exhibit A-3 (Page 6)


<PAGE>

ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY
OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.



                              Exhibit A-3 (Page 7)

<PAGE>


                                   ASSIGNMENT

Social Security or other identifying number of assignee

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

Dated:   _______________________             _________________________________**
                                             Signature Guaranteed:


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

                              Exhibit A-3 (Page 8)

<PAGE>





                                    EXHIBIT B

                     Form of Monthly Servicer's Certificate

                               [On file with GECC]


                               Exhibit B (Page 1)