exv4w3






Exhibit 4.3




EXECUTION COPY




SUPPLEMENT NO. 12 TO MASTER INDENTURE




     THIS SUPPLEMENT NO. 12 TO MASTER INDENTURE, dated as of December 6, 2010 (this
“Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory
trust, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, a New York
banking corporation, as trustee (the “Indenture Trustee”).



BACKGROUND




     WHEREAS, the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust
Company) are parties to a Master Indenture, dated as of August 12, 2004, as amended by Supplement
No. 1 to Master Indenture, dated as of May 25, 2005, Supplement No. 2 to Master Indenture, dated as
of April 28, 2006, Supplement No. 3 to Master Indenture, dated as of June 30, 2006, Supplement No.
4 to Master Indenture, dated as of August 10, 2006, Supplement No. 5 to Master Indenture, dated as
of November 9, 2006, Supplement No. 6 to Master Indenture, dated as of May 31, 2007, Supplement No.
7 to Master Indenture, dated as of August 2, 2007, Supplement No. 8 to Master Indenture, dated as
of June 6, 2008, Supplement No. 9 to Master Indenture, dated as of December 30, 2008, Supplement
No. 10 to Master Indenture, dated as of June 26, 2009 and Supplement No. 11 to Master Indenture,
dated as of August 5, 2009 (as so amended, the “Master Indenture”);



     WHEREAS, the parties hereto desire to amend the Master Indenture as set forth herein; and



     WHEREAS, this Supplement is being entered into pursuant to Section 9.1(b) of the Indenture,
and all conditions precedent to the execution of this Supplement, as set forth in such Section
9.1(b), have been satisfied.



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



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



     SECTION 2. Amendments to Indenture.




     (a) The following definitions shall be added to Section 1.1 of the Indenture in
the appropriate alphabetical order:




     (i) ““Investment Grade Manufacturer” means a Manufacturer that has, or
whose Parent Company has, at least two of the following: (a) a long-term unsecured
debt rating from Moody’s of at least “Baa3”, if such Manufacturer or its Parent
Company is rated by Moody’s, (b) a long-term unsecured debt rating from S&P of at
least “BBB-”, if such Manufacturer or its Parent Company is rated by S&P, or (c) a
long-term issuer default rating from Fitch of at least “BBB-” if such Manufacturer
or its Parent Company is rated by Fitch.”



 









 






     (ii) ““Non-Investment Grade Manufacturer” means each Manufacturer that
is not an Investment Grade Manufacturer.”




     (iii) ““Parent Company” means, for any Manufacturer, a Person that
directly or indirectly owns or controls more than 50% of the voting securities of
such Manufacturer.”




     (b) The definition of “Account” in Section 1.1 of the Indenture is
amended by adding the following language after the last sentence of such definition:




     “An Originator may combine two or more existing Accounts and, for the avoidance
of doubt, the resulting revolving credit arrangement shall continue to be an Account
hereunder. An Originator may also change the account number (or other alpha-numeric
identifier) associated with any Account and for the avoidance of doubt, the related
financing arrangement shall continue to be an Account hereunder.”




     (c) The definition of “Manufacturer Concentration Limit” in Section 1.1
of the Indenture is amended and restated to read in its entire as follows:




     ““Manufacturer Concentration Limit” means a dollar amount calculated
as:




     (a) ten percent (10%) of the Combined Outstanding Principal Balances on the
last day of the applicable Monthly Period (in the case of each of the Investment
Grade Manufacturers that is among the three (3) Investment Grade Manufacturers which
are parties to the Floorplan Agreements covering the first to third largest portions
of the Combined Outstanding Principal Balances);




     (b) five percent (5%) of the Combined Outstanding Principal Balances on the
last day of the applicable Monthly Period (in the case of each of the Investment
Grade Manufacturers that is among the two (2) Investment Grade Manufacturers which
are parties to the Floorplan Agreements covering the fourth and fifth largest
portions of the Combined Outstanding Principal Balances);




     (c) four percent (4%) of the Combined Outstanding Principal Balance on the last
day of the applicable Monthly Period (in the case of the Investment Grade
Manufacturer that is a party to the Floorplan Agreement covering the sixth largest
portion of the Combined Outstanding Principal Balances); or




     (d) three percent (3%) of the Combined Outstanding Principal Balances on the
last day of such Monthly Period (in the case of each of the Investment Grade
Manufacturers other than the top six (6) Investment Grade Manufacturers contemplated
by clauses (a) through (c) above);




     (e) seven percent (7%) of the Combined Outstanding Principal Balances on the
last day of the applicable Monthly Period (in the case of each of the Non-Investment
Grade Manufacturers that is among the two (2) Non-



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Investment Grade Manufacturers
which are parties to the Floorplan Agreements covering the first to second largest
portions of the Combined Outstanding Principal Balances);




     (f) six percent (6%) of the Combined Outstanding Principal Balance on the last
day of the applicable Monthly Period (in the case of the Non-Investment Grade
Manufacturer that is party to the Floorplan Agreement covering the third largest
portion of the Combined Outstanding Principal Balances);




     (g) five percent (5%) of the Combined Outstanding Principal Balances on the
last day of the applicable Monthly Period (in the case of each of the Non-Investment
Grade Manufacturers that is among the two (2) Non-Investment Grade Manufacturers
which are parties to the Floorplan Agreements covering the fourth and fifth largest
portions of the Combined Outstanding Principal Balances);




     (h) four percent (4%) of the Combined Outstanding Principal Balance on the last
day of the applicable Monthly Period (in the case of the Non-Investment Grade
Manufacturer that is a party to the Floorplan Agreement covering the sixth largest
portion of the Combined Outstanding Principal Balances); or




     (i) three percent (3%) of the Combined Outstanding Principal Balances on the
last day of such Monthly Period (in the case of each of the Non-Investment Grade
Manufacturers other than the top six (6) Non-Investment Grade Manufacturers
contemplated by clauses (e) through (h) above);




provided that the Issuer may designate different percentages of the Combined
Outstanding Principal Balances for clauses (a) through (i) by notice
to the Indenture Trustee if the Rating Agency Condition is satisfied.”




     (d) The definition of “Manufacturer Overconcentration Percentage” in
Section 1.1 of the Indenture is amended and restated to read in its entirety as
follows:




     ““Manufacturer Overconcentration Percentage” means, with respect to an
Overconcentrated Manufacturer, a fraction, calculated as of the end of each Monthly
Period, expressed as a percentage, (a) the numerator of which is the Manufacturer
Overconcentration with respect to such Overconcentrated Manufacturer and (b) the
denominator of which is the Combined Outstanding Principal Balances in all Accounts
covered by Floorplan Agreements with such Overconcentrated Manufacturer.”




     (e) The definition of “Product Line Concentration Limit” in Section 1.1
of the Indenture shall be amended as follows:




     (i) Clause (c) shall be amended by deleting the phrase “twenty-seven and
one-half percent (27.5%)” where it appears therein and replacing it with the phrase
“twenty percent (20%)”.



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     (ii) Clause (d) shall be amended by deleting the phrase “ten percent (10%)”
where it appears therein and replacing it with the phrase “twelve and one-half
percent (12.5%)”.




     (iii) Clause (g) shall be amended by deleting the phrase “twelve and one-half
percent (12.5%)” where it appears therein and replacing it with the phrase
“seventeen and one-half percent (17.5%)”.




     (f) Section 2.8(b)(i) of the Indenture is amended by deleting the phrase “the
fifteenth day” and replacing it with the phrase “the tenth day.”




     (g) Section 3.15 of the Indenture is amended and restated to read in its
entirety as follows:




          “SECTION 3.15. Notices to Rating Agencies. The Issuer shall notify:




          (a) each Rating Agency promptly following any amendment to the Trust Agreement,
the First Tier Agreement and the Second Tier Agreement,




          (b) each Rating Agency of any notice delivered by the Indenture Trustee in
accordance with the terms set forth in Section 6.1(d) or Section 6.5
promptly upon receipt thereof, and




          (c) Fitch, Moody’s and S&P of any notice delivered by the Indenture Trustee in
accordance with the terms set forth in Section 6.9 promptly upon receipt thereof.”




     (h) Section 6.1(d) of the Indenture is amended and restated to read in its
entirety as follows:




     “(d) The Indenture Trustee shall notify the Issuer (i) of any change in any
rating of the Notes by any other Rating Agency of which a Responsible Officer of the
Indenture Trustee has actual knowledge, and (ii) promptly after the occurrence
thereof, of any Event of Default or Early Amortization Event of which a Responsible
Officer of the Indenture Trustee has actual knowledge.”




     (i) The first sentence of Section 6.5 of the Indenture is amended and restated
to read in its entirety as follows:




     “If any Early Amortization Event or Event of Default occurs and is continuing
and is known to a Responsible Officer of the Indenture Trustee, the Indenture
Trustee shall mail to the affected Noteholders or all Noteholders, as applicable,
and the Issuer notice of such Early Amortization Event or Event of Default within
thirty (30) days after it occurs or within ten (10) Business Days after the
Indenture Trustee receives notice or obtains actual notice, if later.”



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     (j) The last sentence of the first paragraph of Section 6.9 of the Indenture is
amended and restated to read in its entirety as follows:




     “The Indenture Trustee shall provide to the Issuer prior written notice of any
such transaction; provided, that such Person shall be otherwise qualified
and eligible under Section 6.11.”




     (k) The first sentence of Section 8.4(e) of the Indenture is amended by
deleting the phrase “paragraph (d)” where it is contained therein and replacing it
with the phrase “clause (d).”




     (l) The first sentence of Section 8.4(f) of the Indenture is amended by
deleting the phrase “paragraph (d)” where it is contained therein and replacing it
with the phrase “clauses (d) and (e).”



     SECTION 3. Representations and Warranties. In order to induce the parties hereto to
enter into this Supplement, each of the parties hereto represents and warrants unto the other
parties hereto as follows:




     (a) Due Authorization, Non Contravention, etc. The execution, delivery and
performance by such party of this Supplement are within its powers, have been duly
authorized by all necessary action, and do not (i) contravene its organizational documents
or (ii) contravene any contractual restriction, law or governmental regulation or court
decree or order binding on or affecting it; and




     (b) Validity, etc. This Supplement constitutes the legal, valid and binding
obligation of such party enforceable against such party in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
and general equitable principles.



     SECTION 4. Binding Effect; Ratification.




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




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




     (c) Except as expressly supplemented hereby, the Master Indenture shall remain in full
force and effect and is hereby ratified and confirmed by the parties hereto.



     SECTION 5. Miscellaneous.



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     (a) THIS SUPPLEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO
ANY OTHER CONFLICT OF 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 CLAIM OR DISPUTES BETWEEN THEM PERTAINING TO THIS SUPPLEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS SUPPLEMENT; PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEAL 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 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 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 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 MASTER 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



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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 SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




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




     (e) This Supplement 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) BNY Mellon Trust of Delaware acts solely as the Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Trustee by reason of the
transactions contemplated by this Supplement shall look only to the Trust Estate for payment
or satisfaction thereof.




     (g) Executed counterparts of this Supplement may be delivered electronically.



[Signature Page Follows]



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



	 	 	 	 	 
	 	GE DEALER FLOORPLAN MASTER

NOTE TRUST



By: BNY MELLON TRUST OF DELAWARE,

not in its individual capacity, but solely on behalf

of the Issuer

 	 
	 	By:  	/s/ Kristine K. Gullo
 	 
	 	 	Name:  	Kristine K. Gullo 	 
	 	 	Title:  	Vice President 	 



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	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity, but solely as the

Indenture Trustee

 	 
	 	By:  	/s/ Mark Esposito
 	 
	 	 	Name:  	Mark Esposito 	 
	 	 	Title:  	Associate 	 
	 
	 	By:  	                       /s/ Louis Bodi
 	 
	 	 	Name:  	Louis Bodi 	 
	 	 	Title:  	Vice President 	 




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