Exhibit 4.1


 


EXECUTION COPY


 


SUPPLEMENT NO. 1 TO AMENDED AND RESTATED
MASTER INDENTURE


 


THIS SUPPLEMENT NO.
1 TO AMENDED AND RESTATED MASTER INDENTURE, dated as of November 24, 2015 (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 are parties to an Amended and Restated Master Indenture, dated as of July 11, 2014 (the “Master
Indenture”);


 


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


 


WHEREAS, this Supplement
is being entered into pursuant to Section 9.1(b) of the Master 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 (or by
reference in) the Indenture.


 


SECTION 2. Amendments
to Master Indenture.


 


(a)     The
definition of “Credit and Collection Policies” in Section 1.1 of the Master Indenture is hereby amended and
restated in its entirety as follows:


 


““Credit
and Collection Policies” means, initially on the Closing Date, the credit and collection policies adopted by the Issuer
pursuant to the Credit and Collection Policies Resolution, as such credit and collection policies may be amended from time to time,
and thereafter, the credit and collection policies adopted by the Issuer from time to time pursuant to a notice delivered to the
Indenture Trustee and the Master Servicer, as such credit and collection policies may be amended or modified from time to time.”


 


(b)     The
definition of “Eligible Institution” in Section 1.1 of the Master Indenture is hereby amended by deleting the
reference therein to “in institution” and substituting therefor the words “an institution”.


 


(c)     The
definition of “Originators” in Section 1.1 of the Master Indenture is hereby amended and restated in its entirety
as follows:





 




    
	 		Supplement No. 1 to
	 	 	Amended and Restated
	 	 	Master Indenture



     


    

 


““Originators”
means the Persons from time to time party to the First Tier Agreement as “Sellers”.”


 


(d)     The
definition of “Related Documents” in Section 1.1 of the Master Indenture is hereby amended by adding the phrase
“, any Servicer Performance Guaranty” immediately following the phrase “the Intercreditor Agreement”.


 


(e)     Section
1.1 of the Master Indenture is hereby amended by adding the following definitions in the appropriate alphabetical order:


 


““Servicer
Performance Guaranty” is defined in the Servicing Agreement.”


 


(f)     Clause
(x) of second paragraph of Section 8.4(a) of the Master Indenture is hereby amended and restated in its entirety to
read as follows:


 


“(x) for
so long as the Master Servicer (or, so long as a Servicer Performance Guaranty remains in effect with respect to the obligations
of the Master Servicer, the guarantor thereunder) maintains a short term debt rating of A-1 or better by S&P (if rated by S&P),
P-1 or better by Moody’s (if rated by Moody’s) and F1 or better by Fitch (if rated by Fitch),”


 


(g)     The
Master Indenture is hereby amended by adding the following new Section 6.18 immediately following existing Section 6.17:


 


“Section 6.18.Notice
of Master Servicer Failure. If a Responsible Officer of the Indenture Trustee has actual knowledge that the Master Servicer
has failed to perform any of its obligations under the Servicing Agreement, the Indenture Trustee shall provide prompt written
notice of such failure to the Servicer Performance Guarantor (as defined in any applicable Servicer Performance Guaranty), if any.”


 


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.


 




    
	 	2 	Supplement No. 1 to
	 	 	Amended and Restated
	 	 	Master Indenture



     


    

 


SECTION 4. Binding
Effect; Ratification.


 


(a)    This
Supplement 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 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 and is hereby ratified and confirmed by the parties
hereto. 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 Indenture, shall mean
and be a reference to such Indenture, as supplemented hereby.


 


SECTION 5. Miscellaneous.


 


(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 LAW 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 SUPPLEMENT
OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS 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 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 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 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.


 




    
	 	3 	Supplement No. 1 to
	 	 	Amended and Restated
	 	 	Master Indenture



     


    

 


(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 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]


 


 




    
	 	4 	Supplement No. 1 to
	 	 	Amended and Restated
	 	 	Master Indenture



     


    

 


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 as Trustee on behalf of the Issuer
	 	 	 
	 	By:	/s/Kristine K. Gullo
	 	Name:	Kristine K. Gullo
	 	Title:	Vice President


 




    
	 	S-1	Supplement No. 1 to
	 	 	Amended and Restated
	 	 	Master Indenture



     


    

 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	not in its individual capacity,
	 	but solely as the Indenture Trustee
	 	 	 
	 	By: 	/s/Louis Bodi
	 	Name:	Louis Bodi
	 	Title:	Vice President
	 	 	 
	 	By: 	/s/Maria Inoa
	 	Name:	Maria Inoa
	 	Title:	Assistant Vice President


 




    
	 	S-2	Supplement No. 1 to
	 	 	Amended and Restated
	 	 	Master Indenture