Exhibit 10.1


EXECUTION COPY


 


FIRST AMENDMENT TO

AMENDED AND RESTATED TRUST AGREEMENT


 


This FIRST AMENDMENT
TO AMENDED AND RESTATED TRUST AGREEMENT (this “Amendment”) is entered into as of May 13, 2016, between CDF FUNDING,
INC. (“CDF Funding”) and BNY MELLON TRUST OF DELAWARE, acting
solely in it capacity as trustee (the “Trustee”).


 


BACKGROUND


 


WHEREAS, CDF Funding
and the Trustee entered into that certain Amended and Restated Trust Agreement, dated as of August 12, 2004 (as amended, supplemented
or otherwise modified prior to the date hereof, the “Trust Agreement”), with respect to a Delaware statutory
trust known as GE Dealer Floorplan Master Note Trust (the “Trust”).


 


WHEREAS, the parties
hereto desire to amend the Trust Agreement as set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties,
intending to be legally bound, agree that the Trust Agreement is hereby amended as follows:


 


SECTION 1.  Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in (or by reference
in) the Trust Agreement.


 


SECTION 2.
 Amendments to Trust Agreement.


 














(a)Section
1.1 of the Trust Agreement is hereby amended by deleting the definition of “Trust” in its entirety as it appears
therein and replacing it with the following:


 


     “Trust”
means Wells Fargo Dealer Floorplan Master Note Trust.


 


(b)Section
2.1 of the Trust Agreement is hereby amended by deleting such section in its entirety as it appears therein and replacing it
with the following:


 


SECTION 2.1. Name. The Trust
created hereby shall be known as “Wells Fargo Dealer Floorplan Master Note Trust”, in which name the Trustee may conduct
the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. 







 





		 	
        First Amendment to

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        Trust Agreement










    	 	 	 



     


    

SECTION 3.
 Amendment to Certificate of Trust. Promptly after the execution of this Amendment, the Trustee shall cause the filing of
a certificate of amendment to the Certificate of Trust of GE Dealer Floorplan Master Note Trust, substantially in the form attached
hereto as Exhibit A.


 


SECTION 4. Consent
and Waiver. CDF Funding, as Holder of the Transferor Certificate, hereby:


 


(a) consents to the execution and entering into of this Amendment; and


 


(b) waives the requirement to provide at least thirty (30) days’ prior written notice of written notice of the election
by the Trust to file an amendment to the Certificate of Trust pursuant to Section 4.1(b) of the Trust Agreement.


 


SECTION 5. Binding
Effect; Ratification.


 


(a) This Amendment is dated as of the date first set forth above and shall become effective when counterparts hereof shall have
been executed and delivered by the parties hereto, and thereafter this Amendment shall be binding on the parties hereto and their
respective successors and assigns.


 


(b) The Trust Agreement, as amended hereby, remains in full force and effect. On and after the date hereof, each reference in
the Trust Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and
each reference in any other Related Document to the Trust Agreement, shall mean and be a reference to such Trust Agreement, as
amended hereby.


 


(c) Except as expressly amended hereby, the Trust Agreement shall remain in full force and effect and is hereby ratified and
confirmed by the parties hereto.


 


SECTION 6.  Miscellaneous.


 


(a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
IN DELAWARE SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AMENDMENT OR TO
ANY MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE
COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF DELAWARE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY


 





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        Trust Agreement







    	 	 	 



     


    

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.


 


(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO
APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION
WITH THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(d) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment or any provision
hereof.


 


(e) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of
which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement.


 


(f) Executed counterparts of this Amendment may be delivered electronically.


 


[SIGNATURES
FOLLOW]


 


 





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IN WITNESS WHEREOF,
the parties have caused this First Amendment to Trust Agreement to be executed by their respective duly authorized officers as
of the date first written above.


 


CDF FUNDING, INC.


 


 


By:   /s/ John E. Peak                                                 


Name:  John E. Peak


Title:    Senior Officer in charge of Securitization


 


 








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BNY MELLON
TRUST OF DELAWARE,

as Trustee


 


 


By:  /s/ Kristine K. Gullo                                          


Name:  Kristine K. Gullo


Title:    Vice President


 


 


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EXHIBIT A




FORM OF CERTIFICATE OF AMENDMENT TO


CERTIFICATE OF TRUST


OF


GE DEALER FLOORPLAN MASTER NOTE TRUST


 


 


This Certificate of
Amendment to the Certificate of Trust of GE Dealer Floorplan Master Note Trust (the “Trust”) is being duly executed
and filed by the undersigned trustee to amend the certificate of trust of a statutory trust formed under the Delaware Statutory
Trust Act (12 Del. C. §3801 et seq.) (the “Act”). The original Certificate of Trust of the Trust was
filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on April 20, 2004. The
Certificate of Trust of the Trust is hereby amended as follows:


 


1.The
Certificate of Trust of the Trust is hereby amended by changing the name of the Trust to “Wells Fargo Dealer Floorplan Master
Note Trust”.


 


2.This Certificate of Amendment
shall be effective upon filing.


 


IN WITNESS WHEREOF,
the undersigned trustee of the Trust has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.


 


 


BNY
MELLON TRUST OF DELAWARE,

as Trustee


 


 


By: _________________________________


Name:


Title:


 




 


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        First Amendment to

        Amended and Restated

        Trust Agreement