Exhibit 4.2


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT


 


THIS AMENDMENT NO.
1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of November 24, 2015 (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


 


WHEREAS, the Seller
and the Buyer are parties to an amended and restated receivables purchase and contribution agreement, dated as of July 11, 2014
(as amended, modified or supplemented prior to the date hereof, the “Receivables Purchase and Contribution Agreement”),
and 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 (or by reference in) the Receivables Purchase and Contribution Agreement.


 


SECTION 2. Amendment.
The definition of “Credit and Collection Policies” in Section 1.1 of the Receivables Purchase and Contribution
Agreement is hereby amended by deleting the phrase “on or prior to the Closing Date” where it appears therein.


 


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.





 




    

	 	 	Amendment No. 1 to Amended and Restated
	 	 	Receivables Purchase and Contribution Agreement




     


    

 


SECTION 4. 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
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 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 AMENDMENT OR TO ANY MATTER
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 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 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 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.


 




    

	 	2 	Amendment No. 1 to Amended and Restated
	 	 	Receivables Purchase and Contribution Agreement




     


    

 


(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.


 


(g)          Limitation
of Liability of the Trustee. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed
and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Trustee of the Buyer, (b) each of
the representations, undertakings and agreements herein made on the part of the Buyer is made and intended not as a personal representation,
undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Buyer, (c)
nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally,
to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon
Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Buyer or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Buyer under this Amendment.


 


[SIGNATURES
FOLLOW]


 




    

	 	3 	Amendment No. 1 to Amended and Restated
	 	 	Receivables Purchase and Contribution Agreement




     


    

 


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


 




    
	 	S-1	Amendment No. 1 to Amended and Restated
	 	 	Receivables Purchase and Contribution Agreement




     


    

 


	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, 

as the Buyer
	 	 	 
	 	By:	BNY MELLON TRUST OF DELAWARE,
	 	 	not in its individual capacity,
	 	 	but solely as Trustee on behalf of the Buyer
	 	 	 
	 	By:  	/s/Kristine K. Gullo
	 	Name:	Kristine K. Gullo
	 	Title:	Vice President


 




    
	 	S-2	Amendment No. 1 to Amended and Restated
	 	 	Receivables Purchase and Contribution Agreement