exv4w2








Exhibit 4.2




EXECUTION COPY




AMENDMENT NO. 7 TO

RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT




     THIS AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of December
6, 2010 (this “Amendment”), is between CDF Funding, Inc., a Delaware corporation, as seller
(the “Seller”), and GE Dealer Floorplan Master Note Trust, a statutory trust organized
under the laws of the State of Delaware, as buyer (the “Buyer”).



BACKGROUND




     The Seller and the Buyer are parties to a receivables purchase and contribution agreement,
dated as of August 12, 2004 (as amended, modified or supplemented prior to the date hereof, the
“Receivables Purchase and Contribution Agreement”). The parties hereto desire to amend the
Receivables Purchase and Contribution Agreement as set forth herein.



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



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



     SECTION 2. Amendment.



     (a) The definition of “Account” in Section 1.1 of the Receivables Purchase and
Contribution Agreement 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.”



     (b) The definition of “Account Schedule” in Section 1.1 of the Receivables Purchase
and Contribution Agreement is amended and restated in its entirety as follows:




          ““Account Schedule” means a computer file or microfiche list or other list
containing a true and complete list of Accounts, identified by account number (or by an
alpha-numeric identifier that uniquely and objectively identifies the applicable account
number pursuant to a protocol that has been provided to Buyer) and setting forth the
receivables balance for each as of (i) the applicable Addition Cut-Off Date, in the case of
an Account Schedule relating to Additional Accounts, (ii) the Removal Notice Date, in the
case of an Account Schedule relating to Removed Accounts (other than Removed Accounts that
became Inactive Accounts) or (iii) the date specified therein, in the case of any other
Account Schedule. Notwithstanding the foregoing, the initial Account Schedule does not set
forth receivables balances, and any failure to set forth receivables balances in such a file or list shall not impair the file’s or list’s effectiveness as
an Account Schedule.”



 









 





     (c) Section 2.1(b) of the Receivables Purchase and Contribution Agreement is hereby
amended and restated in its entirety as follows:




          “Each Seller agrees, at its own expense, (i) on or prior to (x) the Closing Date, in
the case of the Initial Accounts, (y) the applicable Addition Date, in the case of
Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts,
to indicate, or cause to be indicated, in the appropriate computer files that Receivables
created (or reassigned, if applicable, in the case of Removed Accounts) in connection with
the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to a Seller
or its designee, if applicable, in accordance with Section 2.7, in the case of
Removed Accounts) by including, or causing to be included, in such computer files a code so
identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to
be deleted, such code thereafter) and (ii) except as provided in Section 2.7, on or
prior to the date referred to in clauses (i)(x), (y) or (z), as
applicable, to deliver to Buyer an Account Schedule. The initial such Account Schedule, as
supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be
marked as Schedule 1 to this Agreement and is hereby incorporated into and made a
part of this Agreement. Once the code referenced in clause (i) of this paragraph
has been included with respect to any Account, each Seller further agrees not to permit such
code to be altered during the remaining term of this Agreement unless and until (x) such
Account becomes a Removed Account, or (y) such Seller shall have delivered to Buyer at least
thirty (30) days’ prior written notice of its intention to do so and has taken such action
as is necessary or advisable to cause the interest of Buyer in the Transferred Receivables
to continue to be perfected with the priority required by this Agreement. If any Originator
makes any change to the account number (or other alpha-numeric account identifier) of any
Account reflected in the “Account Schedule” (as defined in the First Tier Agreement)
delivered pursuant to the terms of the First Tier Agreement, the Seller will promptly
deliver an update to the Account Schedule to the Buyer and take all action necessary or
advisable to cause the interest of the Buyer in the related Transferred Receivables to
continue to be perfected with the priority required by this Agreement.”



     (d) Section 2.7(v) of the Receivables Purchase and Contribution Agreement is hereby
amended and restated in its entirety as follows:




          “(v) Seller shall have delivered to Buyer an Officer’s Certificate, dated as of the
Removal Date, to the effect that Seller reasonably believes that: (i) no selection
procedure believed by Seller to be materially adverse to the interest of Buyer or any of its
creditors has been used in selecting the Removed Accounts; and (ii) the removal shall not
cause an Early Amortization Event; and”



     (e) The last paragraph of Section 2.7 of the Receivables Purchase and Contribution
Agreement is hereby deleted and replaced in its entirety with the following:




          “Notwithstanding the foregoing, and without the necessity of satisfying any of the
conditions described above, any Account (each, an “Inactive Account”) that has had a
zero balance and under which no funding has occurred, in each case for at least the



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preceding 12 months shall be designated as a Removed Account as of the day it becomes
an Inactive Account. Buyer shall deliver to the applicable Seller an Account Schedule
listing any Inactive Accounts that become Removed Accounts not later than the end of the
calendar month following the month in which the related Removal Date occurred and,
notwithstanding anything to the contrary in Section 2.1(b), Seller shall not be
required to deliver such Account Schedule on or prior to the applicable Removal Date.”



     SECTION 3. Representations and Warranties. In order to induce the parties hereto to
enter into this Amendment, each of the parties hereto represents and warrants unto the other
parties hereto as set forth in this Section 3:



     (a) Due Authorization, Non Contravention, etc. The execution, delivery and
performance by such party of the Amendment 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 Amendment 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 Amendment 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 Receivables Purchase and Contribution Agreement, as amended hereby, remains in full
force and effect. On and after the date hereof, each reference in the Receivables Purchase and
Contribution Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each
reference in any other Related Document to the Receivables Purchase and Contribution Agreement,
shall mean and be a reference to such Receivables Purchase and Contribution Agreement, as amended
hereby.



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



     SECTION 5. Miscellaneous.



     (a) THIS AMENDMENT 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.



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     (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 AMENDMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AMENDMENT; 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. 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 7.1 OF THE RECEIVABLES PURCHASE
AND CONTRIBUTION AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER
POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



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



	 	 	 	 	 
	 	CDF FUNDING, INC.,

as the Seller

 	 
	 	By:  	/s/ John E. Peak
 	 
	 	 	Name:  	John E. Peak 	 
	 	 	Title:  	Vice President 	 



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	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, 

as the Buyer


 	 
	 	By:  	BNY MELLON TRUST OF DELAWARE,
not in its individual capacity, but solely as the

Trustee on behalf of the Buyer

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




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