exv4w1






Exhibit 4.1




GE DEALER FLOORPLAN MASTER NOTE TRUST,




as Issuer,




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,




as Indenture Trustee




FORM OF SERIES 2009-1 INDENTURE SUPPLEMENT




Dated as of August 13, 2009




2009-1 Indenture Supplement




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1. Definitions
	 	 	1	 
	SECTION 1.2. Incorporation of Terms
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II CREATION OF THE SERIES 2009-1 NOTES
	 	 	11	 
	 
	 	 	 	 
	SECTION 2.1. Designation
	 	 	11	 
	SECTION 2.2. Transfer Restrictions
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	13	 
	 
	 	 	 	 
	SECTION 3.1. Representations, Warranties and Covenants with respect to ERISA
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IV RIGHTS OF SERIES 2009-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
	 	 	13	 
	 
	 	 	 	 
	SECTION 4.1. Determination of Interest and Principal
	 	 	13	 
	SECTION 4.2. Establishment of Accounts
	 	 	14	 
	SECTION 4.3. Calculations and Series Allocations
	 	 	15	 
	SECTION 4.4. Application of Available Non-Principal Collections and Available Principal Collections
	 	 	17	 
	SECTION 4.5. Payments
	 	 	20	 
	SECTION 4.6. Investor Charge-Offs
	 	 	21	 
	SECTION 4.7. Reallocated Principal Collections
	 	 	21	 
	SECTION 4.8. Excess Non-Principal Collections
	 	 	21	 
	SECTION 4.9. Shared Principal Collections
	 	 	21	 
	SECTION 4.10. Reserve Account
	 	 	22	 
	SECTION 4.11. Investment of Amounts on Deposit in Series Accounts
	 	 	22	 
	SECTION 4.12. Controlled Accumulation Period
	 	 	23	 
	SECTION 4.13. Determination of LIBOR
	 	 	23	 
	 
	 	 	 	 
	ARTICLE V DELIVERY OF SERIES 2009-1 NOTES; REPORTS TO SERIES 2009-1 NOTEHOLDERS
	 	 	24	 
	 
	 	 	 	 
	SECTION 5.1. Delivery and Payment for the Series 2009-1 Notes
	 	 	24	 
	SECTION 5.2. Reports and Statements to Series 2009-1 Noteholders
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VI SERIES 2009-1 EARLY AMORTIZATION EVENTS
	 	 	25	 
	 
	 	 	 	 
	SECTION 6.1. Series 2009-1 Early Amortization Events
	 	 	25	 
	SECTION 6.2. Notice of Series 2009-1 Early Amortization Events
	 	 	27	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE VII REDEMPTION OF SERIES 2009-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
	 	 	27	 
	 
	 	 	 	 
	SECTION 7.1. Optional Redemption of Series 2009-1 Notes; Final Distributions
	 	 	27	 
	SECTION 7.2. Series Termination
	 	 	28	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	28	 
	 
	 	 	 	 
	SECTION 8.1. Ratification of Indenture; Amendments
	 	 	28	 
	SECTION 8.2. Form of Delivery of the Series 2009-1 Notes
	 	 	28	 
	SECTION 8.3. Counterparts
	 	 	28	 
	SECTION 8.4. GOVERNING LAW
	 	 	28	 
	SECTION 8.5. Limitation of Liability
	 	 	30	 
	SECTION 8.6. Rights of the Indenture Trustee
	 	 	30	 
	SECTION 8.7. No Petition
	 	 	30	 
	SECTION 8.8. Notes to be Treated as Debt for Tax
	 	 	30	 
	 
	 	 	 	 
	EXHIBIT A-1 FORM OF CLASS A NOTE
	 	 	 	 
	EXHIBIT A-2 FORM OF CLASS B NOTE
	 	 	 	 
	EXHIBIT A-3 FORM OF CLASS C NOTE
	 	 	 	 
	EXHIBIT B FORM OF MONTHLY SERVICER’S CERTIFICATE
	 	 	 	 






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     SERIES 2009-1 INDENTURE SUPPLEMENT, dated as of August 13, 2009 (this “Indenture
Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a
New York banking corporation, not in its individual capacity, but solely as indenture trustee
(herein, together with its successors in the trusts thereunder as provided in the Master Indenture
referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August
12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the
Indenture Trustee (as successor in interest to Wilmington Trust Company).



     The Principal Terms of this Series are set forth in this Indenture Supplement.



ARTICLE I

DEFINITIONS




     SECTION 1.1. Definitions.



     (a) Capitalized terms used and not otherwise defined herein are used as defined in Section
1.1 of the Indenture. This Indenture Supplement shall be interpreted in accordance with the
conventions set forth in Section 1.2 of the Indenture.



     (b) Each capitalized term defined herein relates only to Series 2009-1 and to no other Series.
Whenever used in this Indenture Supplement, the following words and phrases shall have the
following meanings:



     “Accumulation Shortfall” means (a) for the first Transfer Date during the Controlled
Accumulation Period, zero; and (b) thereafter, for any Transfer Date during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Payment
Date over the amount deposited into the Principal Account pursuant to Section 4.4(c)(i) for
the previous Transfer Date.



     “Addition Date” is defined in the First Tier Agreement.



     “Administration Agreement” means the Administration Agreement, dated as of August 12,
2004, between the Administrator, the Trustee and the Issuer.



     “Administrator” means General Electric Capital Corporation, in its capacity as
Administrator under the Administration Agreement or any other Person designated as an Administrator
under the Administration Agreement.



     “Allocation Percentage” means, with respect to any Monthly Period, the percentage
equivalent of a fraction (which shall not exceed one hundred percent (100%)):




     (a) the numerator of which shall be equal to:




     (i) for Non-Principal Collections and the Default Amount at all times and
Principal Collections during the Revolving Period, the Collateral Amount at the end
of the last day of the prior Monthly Period or, in the case of the month during
which the Closing Date occurs, the Closing Date; provided that on and after the



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date on which an amount equal to the Note Principal Balance and the Principal
Overcollateralization Amount have been deposited into the Principal Account, the
numerator for Principal Collections will equal zero; and




     (ii) for Principal Collections during the Controlled Accumulation Period and
the Early Amortization Period, the Collateral Amount at the end of the last day of
the Revolving Period; and




     (b) the denominator of which shall be the greater of (i) the result of (x) the
Aggregate Principal Receivables minus (y) the sum of the aggregate amount of each Dealer
Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as most
recently determined, and (ii) the sum of the numerators used to calculate the allocation
percentages for allocations with respect to Non-Principal Collections, Principal Collections
or the Default Amount, as applicable, for all outstanding Series on such date of
determination. The denominator described in this clause (b) shall be determined as
of the opening of business on the first day of the Monthly Period for which the Allocation
Percentage is being determined; provided that for purposes of subclause (ii) of this clause
(b), the Collateral Amount for the Series 2009-1 Notes shall be included in the calculation
made on the first day of the Monthly Period that includes the Closing Date.



     “Available Non-Principal Collections” means, for any Monthly Period, an amount equal
to the sum of (a) the Investor Non-Principal Collections for such Monthly Period, (b) the Series
2009-1 Excess Non-Principal Collections for such Monthly Period and (c) Investment Earnings.



     “Available Principal Collections” means, for any Monthly Period, an amount equal to
(a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Principal Collections with respect to such Monthly Period which pursuant to
Section 4.7 are required to be applied on the related Payment Date, plus (c)
without duplication, the sum of (i) any Shared Principal Collections with respect to other
Principal Sharing Series (including any amounts on deposit in the Excess Funding Account that are
allocated to Series 2009-1 for application as Shared Principal Collections), (ii) the aggregate
amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and
(vii), (iii) during the Controlled Accumulation Period or an Early Amortization Period, the
amount of Available Non-Principal Collections used to make a deposit in the Principal Account or to
pay principal on the Series 2009-1 Notes pursuant to Sections 4.4(a)(x) and (xii)
for the related Payment Date, and (iv) any distribution of amounts on deposit in the Reserve
Account on the Series 2009-1 Final Maturity Date pursuant to Section 4.10.



     “Available Reserve Account Amount” means, for any Transfer Date, an amount equal to
the lesser of (a) the amount on deposit in the Reserve Account (exclusive of Investment Earnings on
such date and before giving effect to any deposit to, or withdrawal from, the Reserve Account made
or to be made with respect to such date) and (b) the Required Reserve Account Amount, in each case
on such Transfer Date.



     “Benefit Plan” means (i) an “employee benefit plan” as defined in Section 3(3) of
ERISA, that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Code



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that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include
plan assets by reason of investment by an employee benefit plan or plan in such entity, or (iv) a
governmental plan, church plan or non-U.S. plan that is subject to any Similar Law.



     “Class A Monthly Interest” is defined in Section 4.1(a).



     “Class A Note Initial Principal Balance” means five hundred million dollars
($500,000,000).



     “Class A Note Interest Rate” means a per annum rate of one and sixty-eight hundredths
of one percent (1.68%) in excess of LIBOR as determined on the LIBOR Determination Date for the
applicable Interest Period.



     “Class A Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class A Noteholders on or prior to such date.



     “Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.



     “Class A Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.



     “Class A Required Amount” means, for any Payment Date, an amount equal to the excess
of the amounts described in Sections 4.4(a)(i), (ii) and (iii) over
Available Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a).



     “Class B Monthly Interest” is defined in Section 4.1(b).



     “Class B Note Initial Principal Balance” means ten million five hundred twenty six
thousand three hundred and twenty dollars ($10,526,320).



     “Class B Note Interest Rate” means a per annum rate of four percent (4.00%) in excess
of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.



     “Class B Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class B Noteholders on or prior to such date.



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class B Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.



     “Class B Required Amount” means, for any Payment Date, an amount equal to the excess
of the amount described in Section 4.4(a)(iv) over Available Non-Principal
Collections applied to pay such amount pursuant to Section 4.4(a).



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     “Class C Monthly Interest” is defined in Section 4.1(c).



     “Class C Note Initial Principal Balance” means fifteen million seven hundred
eighty-nine thousand four hundred seventy five dollars ($15,789,475).



     “Class C Note Interest Rate” means a per annum rate of five and seventy hundredths of
one percent (5.70%) in excess of LIBOR as determined on the LIBOR Determination Date for the
applicable Interest Period.



     “Class C Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class C Noteholders on or prior to such date.



     “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.



     “Class C Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3.



     “Class C Required Amount” means with respect to any Payment Date, an amount equal to
the excess of the amount described in Section 4.4(a)(v) over Available
Non-Principal Collections applied to pay such amount pursuant to Section 4.4(a).



     “Closing Date” means August 13, 2009.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Collateral Amount” means, as of any date of determination, an amount equal to the
excess, if any, of (a) the Note Principal Balance on such date plus the Principal
Overcollateralization Amount on such date, over (b) the excess, if any, of (i) the
aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over
(ii) the reimbursements of such Investor Charge-Offs and Reallocated Principal Collections pursuant
to Section 4.4(a)(vii) prior to such date of determination. For avoidance of doubt, the
Collateral Amount cannot be less than zero.



     “Controlled Accumulation Amount” for each Transfer Date with respect to the Controlled
Accumulation Period will be equal to (i) the sum of the Note Principal Balance and the Principal
Overcollateralization Amount as of the last day of the Revolving Period divided by (ii) the
Controlled Accumulation Period Length; provided that the Controlled Accumulation Amount for
any Payment Date shall not exceed the sum of the Note Principal Balance and the Principal
Overcollateralization Amount, minus any amount already on deposit in the Principal Account on such
Transfer Date.



     “Controlled Accumulation Date” means May 1, 2012, subject to adjustment pursuant to
Section 4.12.



     “Controlled Accumulation Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on the Controlled



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Accumulation Date and ending on the earliest to occur of (a) the commencement of the Early
Amortization Period, (b) the Series Maturity Date, and (c) the date on which the Note Principal
Balance and the Principal Overcollateralization Amount have been reduced to zero.



     “Controlled Accumulation Period Length” is defined in Section 4.12.



     “Controlled Deposit Amount” means, for any Transfer Date with respect to the
Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount
for such Payment Date and any existing Accumulation Shortfall.



     “Default Rate” means, for any Monthly Period, the product of (a) a fraction (expressed
as a percentage), (i) the numerator of which is the excess of (x) the Default Amount for such
Monthly Period (calculated as of the end of the last day of such Monthly Period), over (y) the
portion of the Default Amount allocated to the Transferor in respect of the accounts receivable and
asset based lending receivables Product Line for such Monthly Period and (ii) the denominator of
which is the excess of (x) the Combined Outstanding Principal Balances as of the beginning of such
Monthly Period, over (y) the Product Line Overconcentration for the accounts receivable and asset
based lending receivables Product Line used for purposes of making allocations for such Monthly
Period times (b) 12.



     “Defaulted Account” means an Account in which there are Defaulted Receivables.



     “Distribution Account” means the account designated as such, established and owned by
the Issuer and maintained in accordance with Section 4.2.



     “Early Amortization Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2009-1 Early Amortization Event is deemed to occur and ending
on the Series Maturity Date. Notwithstanding anything to the contrary in this Indenture
Supplement, an Early Amortization Period that commences before the scheduled end of the Revolving
Period may terminate, and the Revolving Period may recommence, if the Rating Agency Condition is
satisfied.



     “Expected Principal Payment Date” means the Payment Date in July of 2012.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Group One” means Series 2009-1 and each other outstanding Series specified in the
related Indenture Supplement to be included in Group One.



     “Indenture” is defined in the preamble.



     “Indenture Trustee” is defined in the preamble.



     “Ineligible Receivables” means Receivables that are not Eligible Receivables (as such
term is defined in the First Tier Agreement).



     “Initial Collateral Amount” means the sum of (i) the Class A Note Initial Principal
Balance, (ii) the Class B Note Initial Principal Balance, (iii) the Class C Note Initial Principal



2009-1 Indenture Supplement



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Balance and (iv) the Principal Overcollateralization Amount on the last day of the Revolving
Period.



     “Interest Period” means, for any Payment Date, the period from and including the
Payment Date immediately preceding such Payment Date (or, in the case of the first Payment Date,
from and including the Closing Date) to but excluding such Payment Date.



     “Investment Earnings” means, for any Payment Date, all interest and earnings on
Permitted Investments included in the Principal Account or the Reserve Account (net of losses and
investment expenses) during the period commencing on and including the Payment Date immediately
preceding such Payment Date and ending on but excluding such Payment Date.



     “Investor Charge-Offs” is defined in Section 4.6.



     “Investor Default Amount” means for any date of determination with respect to the
prior Monthly Period, the product of (a) the Default Amount for such Monthly Period, after giving
effect to any allocation of a portion of such Default Amount to the Transferor pursuant to
Section 8.4 of the Indenture, and (b) the Allocation Percentage with respect to such
Monthly Period.



     “Investor Non-Principal Collections” means, for any Monthly Period, an amount equal to
the aggregate amount of Non-Principal Collections retained or deposited in the Non-Principal
Account for Series 2009-1 pursuant to Section 4.3(b)(i) for such Monthly Period.



     “Investor Principal Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the Principal Account for Series
2009-1 pursuant to Section 4.3(b)(ii) for such Monthly Period.



     “Issuer” is defined in the preamble.



     “LIBOR” means, for any Interest Period, the London interbank offered rate for
one-month United States dollar deposits determined by the Indenture Trustee for each Interest
Period in accordance with the provisions of Section 4.13.



     “LIBOR Determination Date” means (i) with respect to the first Interest Period, the
second London Business Day prior to the Closing Date, and (ii) with respect to any Interest Period
thereafter, the second London Business Day prior to the commencement of such Interest Period.



     “London Business Day” means any day on which dealings in deposits in United States
dollars are transacted in the London interbank market.



     “Minimum Free Equity Percentage” means, as of any Determination Date, zero percent
(0%).



     “Monthly Interest” means, for any Payment Date, the sum of the Class A Monthly
Interest, the Class B Monthly Interest and the Class C Monthly Interest for such Payment Date.



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     “Monthly Payment Rate” means, for any Monthly Period, a fraction (expressed as a
percentage), (a) the numerator of which is the excess of (i) the Principal Collections during such
Monthly Period, over (ii) the portion of such Principal Collections allocated to the Transferor in
respect of the Product Line Overconcentration for the accounts receivable and asset based lending
receivables Product Line for such Monthly Period and (b) the denominator of which is the excess of
(i) the Combined Outstanding Principal Balances as of the beginning of such Monthly Period, over
(ii) the Product Line Overconcentration for the accounts receivable and asset based lending
receivables Product Line used for purposes of making allocations for such Monthly Period.



     “Monthly Period” means, as to each Payment Date, the preceding calendar month.



     “Monthly Principal” is defined in Section 4.1(d).



     “Monthly Principal Reallocation Amount” means, for any Monthly Period, an amount equal
to the sum of:



     (A) the lesser of (i) the excess, if any, of (x) the amount needed to make the payments
described in Sections 4.4(a)(i) through (iii) over (y) the amount of
Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to
cover the payments described in Sections 4.4(a)(i) through (iii), and (ii) the
excess, if any, of (x) the sum of the Class A Note Initial Principal Balance, the Class B Note
Initial Principal Balance, the Class C Note Initial Principal Balance and the Principal
Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor
Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II)
the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date;



     (B) the lesser of (i) the excess, if any, of (x) the amount needed to make the payment
described in Section 4.4(a)(iv) over (y) the amount of Non-Principal Collections
and amounts withdrawn from the Reserve Account that are available to cover the payment described in
Section 4.4(a)(iv) and (ii) the excess, if any, of (x) the sum of the Class B Note Initial
Principal Balance, the Class C Note Initial Principal Balance and the Principal
Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor
Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II)
the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date and
after giving effect to the reallocation of Principal Collections to make the payments described in
Sections 4.4(a)(i) through (iii) in respect of the then-current Payment Date; and



     (C) the lesser of (i) the excess, if any, of (x) the amount needed to make the payments
described in Section 4.4(a)(v) over (y) the amount of Non-Principal Collections and
amounts withdrawn from the Reserve Account that are available to cover the payment described in
Section 4.4(a)(v) and (ii) the excess, if any, of (x) the sum of the Class C Note Initial
Principal Balance and the Principal Overcollateralization Amount over (y) the sum of
(I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for
the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections
as of the previous Payment Date and after giving effect to the reallocation of Principal
Collections to



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make the payments described in Sections 4.4(a)(i) through (iv) in respect of
the then-current Payment Date.



     “Non-Principal Account” means the account designated as such, established and owned by
the Issuer and maintained in accordance with Section 4.2.



     “Non-Principal Shortfall” is defined in Section 4.8.



     “Note Principal Balance” means, on any date of determination, an amount equal to the
sum of the Class A Note Principal Balance, the Class B Note Principal Balance and the Class C Note
Principal Balance.



     “Noteholder Servicing Fee” means, for any Transfer Date, an amount equal to
one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount
as of the last day of the Monthly Period preceding such Transfer Date; provided, that with
respect to the Transfer Date relating to the first Payment Date, the Noteholder Servicing Fee shall
be calculated based on the Collateral Amount as of the Closing Date and shall be an amount equal to
the product of (a) the product of (I) the Series Servicing Fee Percentage and (II) the Collateral
Amount as of the Closing Date and (b) the number of days from and including the Closing Date to and
including the last day of the month ending prior to such Payment Date divided by 360.



     “Payment Date” means the twentieth (20th) day of each calendar month, or if
such twentieth (20th) day is not a Business Day, the next succeeding Business Day;
provided, that the first Payment Date shall be September 21, 2009.



     “Principal Account” means the account designated as such, established and owned by the
Issuer and maintained in accordance with Section 4.2.



     “Principal Overcollateralization Amount” means, on any date of determination, an
amount equal to (a) twenty six million three hundred fifteen thousand seven hundred and ninety five
dollars ($26,315,795) minus (b) the aggregate amount of Principal Collections released to
the Issuer in reduction of the Principal Overcollateralization Amount pursuant to Sections
4.4(c) and 4.4(e) and clause (viii) of Section 7.1(d).



     “Principal Shortfall” is defined in Section 4.9.



     “Rating Agency” means, with respect to Series 2009-1, each of S&P, Fitch and Moody’s.



     “Rating Agency Condition” means, with respect to Series 2009-1 and any action, (i)
that Moody’s and S&P shall have notified the Issuer in writing that such action will not result in
a reduction or withdrawal of the rating, if any, of any outstanding Class with respect to which
Moody’s and/or S&P, as applicable, is a Rating Agency or (ii) with respect to any outstanding Class
with respect to which Fitch is a Rating Agency, 10 days’ prior written notice (or, if 10 days’
advance notice is impracticable, as much advance notice as is practicable) to Fitch delivered
electronically to notifications.abs@fitchratings.com.



2009-1 Indenture Supplement



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     “Reallocated Principal Collections” means, for any Transfer Date, Investor Principal
Collections applied in accordance with Section 4.7 in an amount not to exceed the Monthly
Principal Reallocation Amount for the related Monthly Period.



     “Reassignment Amount” means, for any Transfer Date, after giving effect to any
deposits and payments otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, plus (ii) Monthly Interest for the related
Payment Date and any Monthly Interest previously due but not distributed to the Series 2009-1
Noteholders, plus (iii) the Principal Overcollateralization Amount and all required yield
payments on the Principal Overcollateralization Amount, plus (iv) without duplication, the
other amounts specified in Section 7.1(d).



     “Record Date” means, for purposes of Series 2009-1 with respect to any Payment Date,
the date falling five (5) Business Days prior to such date.



     “Reference Banks” means four major banks in the London interbank market selected by
the Master Servicer.



     “Removal Date” is defined in the Second Tier Agreement.



     “Required Reserve Account Amount” means, for any Transfer Date, an amount equal to (a)
the product of (i) the Required Reserve Account Percentage for such Transfer Date and (ii) the Note
Principal Balance as of the Closing Date; provided that, prior to the occurrence of an Event of
Default and the acceleration of the Series 2009-1 Notes, the Required Reserve Account Amount will
never exceed the Note Principal Balance (after taking into account any payments to be made on the
following Payment Date), or (b) any other amount designated by the Transferor; provided
that if such designation is of a lesser amount, the Transferor shall (i) provide the Indenture
Trustee with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver
to the Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the
facts known to such officer at such time, in the reasonable belief of the Transferor, such
designation will not cause an Early Amortization Event to occur with respect to Series 2009-1.



     “Required Reserve Account Percentage” means two and one-half percent (2.5%).



     “Reserve Account” means the account designated as such, established and owned by the
Issuer and maintained in accordance with Section 4.2.



     “Reserve Account Deficiency” means the excess, if any, of the Required Reserve Account
Amount over the Available Reserve Account Amount.



     “Revolving Period” means the period beginning on the Closing Date and ending at the
close of business on the day immediately preceding the earlier of the day the Controlled
Accumulation Period commences or the day the Early Amortization Period commences.



     “Series 2009-1” means the Series the terms of which are specified in this Indenture
Supplement.



2009-1 Indenture Supplement



9









 





     “Series 2009-1 Early Amortization Event” is defined in Section 6.1. The
Series 2009-1 Early Amortization Events are, with respect to Series 2009-1, the Early Amortization
Events contemplated by clause (a) of the definition of Early Amortization Event in the Indenture.



     “Series 2009-1 Excess Non-Principal Collections” means Excess Non-Principal
Collections allocated from other Series in Group One to Series 2009-1 pursuant to Section
8.6 of the Indenture.



     “Series 2009-1 Final Maturity Date” means the Payment Date in July of 2014.



     “Series 2009-1 Note” means any one of the Class A Notes, Class B Notes or Class C
Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-1, A-2 or A-3 respectively.



     “Series 2009-1 Noteholder” means the Person in whose name a Series 2009-1 Note is
registered in the Note Register.



     “Series Accounts” is defined in Section 4.2.



     “Series Allocation Percentage” means, with respect to any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is the numerator used in determining
the Allocation Percentage for Non-Principal Collections for that Monthly Period and the denominator
of which is the sum of the numerators used in determining the Allocation Percentage for
Non-Principal Collections for all outstanding Series on such date of determination.



     “Series Maturity Date” means the earliest to occur of (a) the date on which the Note
Principal Balance is paid in full and the Principal Overcollateralization Amount has been reduced
to zero, (b) the date on which the Collateral Amount is reduced to zero and (c) the Series 2009-1
Final Maturity Date.



     “Series Servicing Fee Percentage” means two percent (2%) per annum.



     “Servicer Advance” is defined in the Servicing Agreement.



     “Similar Law” means any applicable law that is substantially similar to the fiduciary
responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code.



     “Target Amount” is defined in Section 4.3(b)(i).



     “Trust” is defined in the preamble.



     SECTION 1.2. Incorporation of Terms. The terms of the Indenture are incorporated in
this Indenture Supplement as if set forth in full herein. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and both together shall be
read, taken and construed as one and the same agreement. If the terms of this Indenture Supplement
and the terms of the Indenture conflict, the terms of this Indenture Supplement shall control with
respect to Series 2009-1.



2009-1 Indenture Supplement



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ARTICLE II

CREATION OF THE SERIES 2009-1 NOTES




     SECTION 2.1. Designation.



     (a) There is hereby created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “GE Dealer Floorplan Master Note Trust,
Series 2009-1” or the “Series 2009-1 Notes.” The Series 2009-1 Notes shall be issued
in three Classes, known as the “Class A Series 2009-1 Asset Backed Notes”, the “Class B
Series 2009-1 Asset Backed Notes” and the “Class C Series 2009-1 Asset Backed Notes.”



     (b) Series 2009-1 shall be included in Group One and shall be a Principal Sharing Series.
Series 2009-1 shall be an Excess Allocation Series with respect to Group One only. Series 2009-1
shall not be subordinated to any other Series.



     (c) The Series 2009-1 Notes shall be issuable only in minimum denominations of at least one
hundred thousand dollars ($100,000) and in integral multiples of one thousand dollars ($1,000).



     SECTION 2.2. Transfer Restrictions.



     (a) Neither the Class B Notes nor the Class C Notes have been registered under the Securities
Act or any state securities law. None of the Issuer, the Note Registrar or the Indenture Trustee
is obligated to register the Class B Notes or the Class C Notes under the Securities Act or any
other securities or “blue sky” laws or to take any other action not otherwise required under this
Indenture Supplement or the Trust Agreement to permit the transfer of any Class B Note or Class C
Note without registration.



     (b) Until such time as any such Class of Notes has been registered under the Securities Act
and any applicable state securities law, the Class B Notes and the Class C Notes may not be sold,
transferred, assigned, participated, pledged or otherwise disposed of (any such act, a “Class B
Note Transfer” and a “Class C Note Transfer,” respectively) to any Person except in accordance with
the provisions of this Section 2.2, and any attempted Class B Note Transfer or Class C Note
Transfer in violation of this Section 2.2 will be null and void.



     (c) Each Class B Note and Class C Note will bear a legend to the effect of the following
unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an
Officer’s Certificate) consistent with applicable law:




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:




	 	(1)	 	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE
MAY BE SOLD, TRANSFERRED, ASSIGNED,




2009-1 Indenture Supplement



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	 	 	 	PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF
RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE
DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES; AND






	 	(2)	 	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.





     (d) By acceptance of any Class B Note or Class C Note, the Class B Noteholder and the Class C
Noteholder, respectively, specifically agrees with and represents to the Transferor, the Issuer and
the Note Registrar, that no Class B Note Transfer or Class C Note Transfer, as applicable, will be
made unless (i) the registration requirements of the Securities Act and any applicable state
securities laws have been complied with, (ii) such Class B Note Transfer or Class C Note Transfer,
as applicable, is to the Transferor or its Affiliates, or (iii) such Class B Note Transfer or Class
C Note Transfer, as applicable, is exempt from the registration requirements under the Securities
Act because such Class B Note Transfer or Class C Note Transfer, as applicable, is in compliance
with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is
a “Qualified Institutional Buyer” (as defined in the Securities Act) that is purchasing for its own
account or for the account of a Qualified Institutional Buyer and to whom notice is given that such
Class B Note Transfer or Class C Note Transfer, as applicable, is being made in reliance upon Rule
144A under the Securities Act.



     (e) The Transferor will make available to the prospective transferor and transferee of a Class
B Note or Class C Note information requested to satisfy the requirements of paragraph (d)(4) of
Rule 144A.



     (f) Each Class A Note, Class B Note and Class C Note will bear a legend to the effect of the
following unless determined otherwise by the Administrator (as certified to the Indenture Trustee
in an Officer’s Certificate) consistent with applicable law:




     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER
(I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT
ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON
BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN”



2009-1 Indenture Supplement



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(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS
DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING
ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II)
ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A
VIOLATION OF ANY SIMILAR LAW.



ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS




     SECTION 3.1. Representations, Warranties and Covenants with respect to ERISA. By
acquiring a Series 2009-1 Note, each purchaser and transferee shall be deemed to represent and
warrant that either (i) it is not (and for so long as it holds such Series 2009-1 Note will not
be), is not acting on behalf of (and for so long as it holds such Series 2009-1 Note) will not be
acting on behalf of), and is not investing the assets of a Benefit Plan or (ii) its acquisition,
continued holding and disposition of such Series 2009-1 Note will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law.



ARTICLE IV

RIGHTS OF SERIES 2009-1 NOTEHOLDERS AND ALLOCATION AND 

APPLICATION OF COLLECTIONS




     SECTION 4.1. Determination of Interest and Principal.



     (a) The amount of monthly interest (“Class A Monthly Interest”) due and payable with
respect to the Class A Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the related Interest Period and
the denominator of which is three hundred sixty (360), (ii) the Class A Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class A Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class A Note Initial Principal Balance).



     (b) The amount of monthly interest (“Class B Monthly Interest”) due and payable with
respect to the Class B Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the related Interest Period and
the denominator of which is three hundred sixty (360), (ii) the Class B Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class B Note Principal



2009-1 Indenture Supplement



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Balance as of the close of business on the last day of the preceding Monthly Period (or, with
respect to the initial Payment Date, the Class B Note Initial Principal Balance).



     (c) The amount of monthly interest (“Class C Monthly Interest”) due and payable with
respect to the Class C Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the related Interest Period and
the denominator of which is three hundred sixty (360), (ii) the Class C Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class C Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class C Note Initial Principal Balance).



     (d) The amount of monthly principal (“Monthly Principal”) to be transferred from the
Principal Account with respect to the Series 2009-1 Notes on each Transfer Date, beginning with the
Transfer Date following the Monthly Period in which the Controlled Accumulation Period or the Early
Amortization Period begins, shall be equal to the least of (i) the Available Principal Collections
for the preceding Monthly Period; (ii) the sum of the Note Principal Balance and the Principal
Overcollateralization Amount on such Transfer Date (minus any amount already in the Principal
Account on such Transfer Date); (iii) during the Controlled Accumulation Period, the Controlled
Deposit Amount; and (iv) the Collateral Amount.



     SECTION 4.2. Establishment of Accounts.



     (a) As of the Closing Date, the Issuer covenants to have established and shall thereafter
maintain the Non-Principal Account, the Principal Account, the Distribution Account and the Reserve
Account (collectively, the “Series Accounts”) each of which shall be an Eligible Deposit
Account.



     (b) If the depositary institution wishes to resign as depositary of any of the Series Accounts
for any reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer
shall promptly notify the Indenture Trustee on behalf of the Series 2009-1 Noteholders.



     (c) On or before the Closing Date, the Issuer shall enter into a depositary agreement to
govern the Series Accounts pursuant to which such accounts are continuously identified in the
depositary institution’s books and records as subject to a security interest in favor of the
Indenture Trustee on behalf of the Series 2009-1 Noteholders, and, except as may be expressly
provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee
on behalf of the Series 2009-1 Noteholders under the UCC, the Indenture Trustee on behalf of the
Series 2009-1 Noteholders shall have the power to direct disposition of the funds in the Series
Accounts without further consent by the Issuer; provided, however, that prior to
the delivery by the Indenture Trustee on behalf of the Series 2009-1 Noteholders of notice
otherwise, the Issuer shall have the right to direct the disposition of funds in the Series
Accounts; provided, further that the Indenture Trustee on behalf of the Series
2009-1 Noteholders agrees that it will not deliver such notice or exercise its power to direct
disposition of the funds in the Series Accounts unless an Event of Default has occurred and is
continuing. Upon delivery of the foregoing notice by the Indenture Trustee on behalf of the Series
2009-1 Noteholders, the depositary institution shall comply with the orders of the Indenture
Trustee on behalf of the Series 2009-1 Noteholders without further consent by the Issuer.



2009-1 Indenture Supplement



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     (d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received
the prior consent of the Indenture Trustee on behalf of the Series 2009-1 Noteholders, (ii)
established a new Eligible Deposit Account with the depositary institution holding the Series
Account being closed or with a new depositary institution satisfactory to the Indenture Trustee on
behalf of the Series 2009-1 Noteholders, (iii) entered into a depositary agreement to govern such
new account(s) with such new depositary institution which agreement is satisfactory in all respects
to the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become
the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all
such action as the Indenture Trustee on behalf of the Series 2009-1 Noteholders shall reasonably
require to grant and perfect a first priority security interest in such account(s) in favor of the
Indenture Trustee.



     SECTION 4.3. Calculations and Series Allocations.



     (a) Allocations. Non-Principal Collections, Principal Collections and Defaulted
Receivables allocated to Series 2009-1 pursuant to Article VIII of the Indenture shall be
allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the
Collection Account, amounts allocated to the Series 2009-1 Noteholders pursuant to this
Section 4.3 with respect to any Monthly Period need not be deposited into the Collection
Account, the Non-Principal Account, the Principal Account or any other Series Account prior to the
related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to
be released to the Issuer and, if an Originator or an Affiliate of an Originator is the Master
Servicer, any amounts owed to the Master Servicer, and (y) shall be deposited into the
Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account (in the
case of Principal Collections (not including any Shared Principal Collections allocated to Series
2009-1 pursuant to Section 8.5 of the Indenture)).



     (b) Allocations to the Series 2009-1 Noteholders. The Issuer shall, on each Date of
Processing, after giving effect to allocations in respect of Dealer Overconcentrations,
Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4
of the Indenture, allocate to the Series 2009-1 Noteholders the following amounts as set forth
below:




     (i) Allocations of Non-Principal Collections. The Issuer shall allocate to the
Series 2009-1 Noteholders an amount equal to the product of (A) the Allocation Percentage
and (B) the aggregate Non-Principal Collections processed on such Date of Processing and
shall deposit such amount into the Non-Principal Account; provided, that, so long
as, with respect to each Monthly Period falling in the Revolving Period (and with respect to
that portion of each Monthly Period in the Controlled Accumulation Period falling on or
after the day on which Principal Collections equal to the related Controlled Deposit Amount
have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to
Section 4.3(a)), Non-Principal Collections shall be transferred into the
Non-Principal Account only until such time as the aggregate amount so deposited equals the
sum (the “Target Amount”) of the amounts contemplated to be paid or deposited
pursuant to Section 4.4(a) on the related Transfer Date or Payment Date; and any
Non-Principal Collections allocated to the Series 2009-1 Noteholders but not deposited into
the



2009-1 Indenture Supplement



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Non-Principal Account due to the operation of this proviso shall be released to the
Issuer; provided, further, if on any Transfer Date the Free Equity Amount is
less than the Minimum Free Equity Amount after giving effect to all transfers and deposits
on that Transfer Date, the Issuer shall, on that Transfer Date, deposit into the Principal
Account funds in an amount equal to the amounts of Available Non-Principal Collections that
are required to be treated as Available Principal Collections pursuant to
Sections 4.4(a)(vi) and (vii) but are not available from funds in the
Non-Principal Account as a result of the operation of the preceding proviso.



     With respect to any Monthly Period when deposits of Non-Principal Collections into the
Non-Principal Account are limited to deposits up to the Target Amount in accordance with clause
(i) above, notwithstanding such limitation: (1) “Reallocated Principal Collections” for
the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2009-1 Noteholders during that Monthly Period had been deposited in the
Non-Principal Account and applied on such Transfer Date in accordance with Section 4.4(a);
and (2) Non-Principal Collections released to the Issuer pursuant to clause (i) above shall
be deemed, for purposes of all calculations under this Indenture Supplement, to have been applied
to the items specified in Section 4.4(a) to which such amounts would have been applied (and
in the priority in which they would have been applied) had such amounts been available in the
Non-Principal Account on such Transfer Date. To avoid doubt, the calculations referred to in the
preceding clause (2) include the calculations required by clause (b)(ii) of the
definition of Collateral Amount.




     (ii) Allocations of Principal Collections. The Issuer shall allocate to the
Series 2009-1 Noteholders the following amounts as set forth below:




(x) Allocations During the Revolving Period. During the Revolving
Period an amount equal to the product of the Allocation Percentage and the
aggregate amount of Principal Collections processed on such Date of
Processing, shall be allocated to the Series 2009-1 Noteholders and first,
an amount equal to the Reallocated Principal Collections for the related
Transfer Date shall be made available on that Transfer Date for application
in accordance with Section 4.7, second, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization
period, shall be retained in the Principal Account for application, to the
extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Payment Date, third, shall be deposited in the Excess
Funding Account to the extent necessary so that the Free Equity Amount is
not less than the Minimum Free Equity Amount, and fourth, shall be released
to the Issuer.




(y) Allocations During the Controlled Accumulation Period. During
the Controlled Accumulation Period, an amount equal to the product of the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing shall be allocated to the Series 2009-1
Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an



2009-1 Indenture Supplement



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amount of such Principal Collections equal to the Monthly Principal has been
deposited into the Principal Account, such amounts in excess thereof shall
be first, if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, retained in the Principal
Account for application, to the extent necessary, as Shared Principal
Collections to other Principal Sharing Series on the related Payment Date,
and second, deposited in the Excess Funding Account to the extent necessary
so that the Free Equity Amount is not less than the Minimum Free Equity
Amount, and third, shall be released to the Issuer.




(z) Allocations During the Early Amortization Period. During the
Early Amortization Period, an amount equal to the product of the Allocation
Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2009-1 Noteholders
and transferred to the Principal Account until applied as provided herein;
provided, that after the date on which an amount of such Principal
Collections equal to the Monthly Principal has been deposited into the
Principal Account such amounts in excess thereof shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation period
or amortization period, retained in the Principal Account for application,
to the extent necessary, as Shared Principal Collections to other Principal
Sharing Series on the related Payment Date, and second, deposited in the
Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount, and third, shall be
released to the Issuer.



     SECTION 4.4. Application of Available Non-Principal Collections and Available Principal
Collections. On each Transfer Date or related Payment Date, as applicable, the Issuer shall
withdraw, to the extent of available funds, the amount required to be withdrawn from the
Non-Principal Account, the Principal Account and the Distribution Account as follows:



     (a) On each Transfer Date, an amount equal to the Available Non-Principal Collections with
respect to the related Payment Date will be paid or deposited in the following priority:




     (i) on a pari passu basis,




     (A) the result of (1) the Series Allocation Percentage multiplied by
(2) the accrued and unpaid fees and other amounts owed to the Indenture Trustee
shall be paid to the Indenture Trustee up to a maximum amount of twenty-five
thousand dollars ($25,000) for each calendar year,




     (B) the result of (1) the Series Allocation Percentage multiplied by
(2) the accrued and unpaid fees and other amounts (including any unpaid amounts
pursuant to Section 7.2 of the Trust Agreement) owed to the Trustee shall be
paid to the Trustee up to a maximum amount of twenty-five thousand dollars ($25,000)
for each calendar year,



2009-1 Indenture Supplement



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     (C) the result of (1) the Series Allocation Percentage multiplied by
(2) the accrued and unpaid fees and other amounts owed to the Administrator shall be
paid to the Administrator up to a maximum amount of twenty-five thousand dollars
($25,000) for each calendar year, and




     (D) the result of (1) the Series Allocation Percentage multiplied by
(2) the accrued and unpaid fees and other amounts (including any unpaid amounts
pursuant to Section 15 of the Custody and Control Agreement) owed to the Custodian
shall be paid to the Custodian up to a maximum amount of twenty-five thousand
dollars ($25,000) for each calendar year;




     (ii) an amount equal to the Noteholder Servicing Fee for the prior Monthly Period and
any overdue Noteholder Servicing Fee (to the extent not previously paid), plus any unpaid
Servicer Advances and accrued and unpaid interest thereon, shall be paid to the Master
Servicer;




     (iii) an amount equal to Class A Monthly Interest for such Payment Date, plus
the amount of any Class A Monthly Interest previously due but not paid to Class A
Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;




     (iv) an amount equal to Class B Monthly Interest for such Payment Date, plus
the amount of any Class B Monthly Interest previously due but not paid to Class B
Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;




     (v) an amount equal to Class C Monthly Interest for such Payment Date, plus the
amount of any Class C Monthly Interest previously due but not paid to Class C Noteholders on
a prior Payment Date, shall be deposited into the Distribution Account;




     (vi) an amount equal to the Investor Default Amount for the prior Monthly Period shall
be treated as Available Principal Collections;




     (vii) an amount equal to the sum of the aggregate amount of Investor Charge-Offs and
the amount of Reallocated Principal Collections which have not been previously reimbursed
shall be treated as Available Principal Collections;




     (viii) to deposit into the Reserve Account, during the Revolving Period and the
Controlled Accumulation Period, the amount, if any, required to be deposited in the Reserve
Account pursuant to Section 4.10(c);




     (ix) if any amounts are owed to the Persons listed in clause (i) above and are
not paid pursuant to clause (i), above, such amounts owed to such Persons shall be
paid on a pari passu basis to such Persons;




     (x) to deposit into the Principal Account, during the Controlled Accumulation Period,
any deficiency in the amount otherwise required to be deposited into the Principal Account
at that time;



2009-1 Indenture Supplement



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     (xi) if the Early Amortization Period has not occurred and is not continuing, the
balance, if any, will, first, be released to the Issuer to make required yield payments on
the Principal Overcollateralization Amount and, second, the remaining balance will
constitute a portion of Excess Non-Principal Collections for such Payment Date and will be
applied in accordance with Section 8.6 of the Indenture; and




     (xii) during the Early Amortization Period, the remaining balance, if any, will be
applied in the following order of priority: (A) to make principal payments first, to the
Class A Notes until the Class A Note Principal Balance is paid in full, second, to the Class
B Notes until the Class B Note Principal Balance is paid in full, and third, to the Class C
Notes until the Class C Note Principal Balance is paid in full, (B) to the Issuer to make
required yield payments on the Principal Overcollateralization Amount and (C) the remaining
balance will constitute a portion of Excess Non-Principal Collections for such Payment Date
and will be applied in accordance with Section 8.6 of the Indenture.



     On each Transfer Date, to the extent that there is a shortfall (a “Transfer Date
Shortfall”) in the amounts to be paid or deposited pursuant to clauses (a)(i), (a)(iii),
(a)(iv) and (a)(v) of this Section 4.4, the Indenture Trustee shall withdraw from the
Collection Account, from any Servicer Advance on deposit therein, an amount equal to the lesser of
(i) the Transfer Date Shortfall for such Transfer Date and (ii) the product of (x) such Servicer
Advance and (y) the Allocation Percentage for Non-Principal Collections for the previous Monthly
Period, and apply such withdrawn amount to make the payments and deposits contemplated by such
clauses of this Section 4.4.



     (b) On each Transfer Date with respect to the Revolving Period, an amount equal to the
Available Principal Collections for the related Monthly Period shall be treated as Shared Principal
Collections and applied in accordance with Section 8.5 of the Indenture.



     (c) On each Transfer Date or Payment Date, as applicable, with respect to the Controlled
Accumulation Period or the Early Amortization Period, an amount equal to the Available Principal
Collections for the related Monthly Period shall be paid or deposited in the following order of
priority:




     (i) during the Controlled Accumulation Period, an amount equal to the Monthly Principal
for each Transfer Date shall be deposited into the Principal Account on such Transfer Date;




     (ii) during the Early Amortization Period, an amount equal to the Monthly Principal for
each Transfer Date shall be deposited into the Distribution Account on such Transfer Date
and on the related Payment Date shall be paid (A) first, to the Class A Noteholders on the
related Payment Date until the Class A Note Principal Balance has been paid in full; second,
to the Class B Noteholders until the Class B Note Principal Balance has been paid in full;
and third, to the Class C Noteholders until the Class C Note Principal Balance has been paid
in full; and (B) after the Note Principal Balance shall have been reduced to zero, an amount
equal to the Principal Overcollateralization Amount shall be released to the Issuer in
reduction of the Principal Overcollateralization Amount; and



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     (iii) in the case of each of the Controlled Accumulation Period and the Early
Amortization Period, the balance of such Available Principal Collections remaining after
application in accordance with clauses (i) and (ii) above shall be treated
as Shared Principal Collections and applied in accordance with Section 8.5 of the
Indenture.



     (d) On each Payment Date in accordance with Section 4.5, the Issuer shall pay first,
to the Class A Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(iii) on the preceding Transfer Date,
second, to the Class B Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(iv) on the preceding Transfer Date, and
third, to the Class C Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(v) on the preceding Transfer Date, in each
case to the extent permitted by applicable law.



     (e) On the earlier to occur of (i) the first Transfer Date during the Early Amortization
Period and (ii) the Transfer Date immediately preceding the Expected Principal Payment Date, the
Issuer shall withdraw from the Principal Account and deposit into the Distribution Account the
amount deposited into the Principal Account pursuant to Section 4.4(c)(i) and on the
related Payment Date shall pay such amount first, to the Class A Noteholders, until the Class A
Note Principal Balance is paid in full, second, to the Class B Noteholders until the Class B Note
Principal Balance is paid in full, third, to the Class C Noteholders until the Class C Note
Principal Balance is paid in full and, fourth, to the Issuer in reduction of the Principal
Overcollateralization Amount.



     SECTION 4.5. Payments.



     (a) On each Payment Date, the Issuer shall pay to each Class A Noteholder of record on the
related Record Date such Class A Noteholder’s pro rata share of the amounts on
deposit in the Distribution Account that are allocated and available on such Payment Date and as
are payable to the Class A Noteholders pursuant to this Indenture Supplement.



     (b) On each Payment Date, the Issuer shall pay to each Class B Noteholder of record on the
related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in the
Distribution Account that are allocated and available on such Payment Date and as are payable to
the Class B Noteholders pursuant to this Indenture Supplement.



     (c) On each Payment Date, the Issuer shall pay to each Class C Noteholder of record on the
related Record Date such Class C Noteholder’s pro rata share of the amounts on
deposit in the Distribution Account that are allocated and available on such Payment Date and as
are payable to the Class C Noteholders pursuant to this Indenture Supplement.



     (d) The payments to be made pursuant to this Section 4.5 are subject to the provisions
of Section 7.1 of this Indenture Supplement.



     (e) All payments to Noteholders hereunder shall be made by (i) check mailed to each Series
2009-1 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that
for any Series 2009-1 Notes registered in the name of the nominee of a Clearing Agency, such
payment shall be made by wire transfer of immediately available funds, and (ii)



2009-1 Indenture Supplement



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except as provided in Section 2.7(b) of the Indenture, without presentation or
surrender of any Series 2009-1 Note or the making of any notation thereon.



     SECTION 4.6. Investor Charge-Offs. On each Determination Date, the Issuer shall
calculate the Investor Default Amount for the preceding Monthly Period. If, on any Transfer Date,
the sum of the Investor Default Amount for the preceding Monthly Period exceeds the amount of
Available Non-Principal Collections allocated with respect thereto pursuant to Section
4.4(a)(vi) with respect to such Transfer Date and the amount withdrawn from the Reserve Account
on such Transfer Date and applied pursuant to Section 4.4(a)(vi), the Collateral Amount
will be reduced (but not below zero) by the amount of such excess (such reduction, an “Investor
Charge-Off”).



     SECTION 4.7. Reallocated Principal Collections. On each Transfer Date, after giving
effect to Section 4.10(a), the Issuer shall apply Reallocated Principal Collections with
respect to that Transfer Date to fund any deficiency pursuant to and in the priority set forth in
Sections 4.4(a)(i) through (v). On each Transfer Date, the Collateral Amount shall
be reduced by the amount of Reallocated Principal Collections for such Transfer Date.



     SECTION 4.8. Excess Non-Principal Collections. Series 2009-1 shall be an Excess
Allocation Series with respect to Group One only. Subject to Section 8.6 of the Indenture,
Excess Non-Principal Collections with respect to the Excess Allocation Series in Group One for any
Transfer Date will be allocated to Series 2009-1 in an amount equal to the product of (x) the
aggregate amount of Excess Non-Principal Collections with respect to all the Excess Allocation
Series in Group One for the related Payment Date and (y) a fraction, the numerator of which is the
Non-Principal Shortfall for Series 2009-1 for such Payment Date and the denominator of which is the
aggregate amount of Non-Principal Shortfalls for all the Excess Allocation Series in Group One for
such Payment Date. The “Non-Principal Shortfall” for Series 2009-1 for any Payment Date
will be equal to the excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to Sections 4.4(a)(i) through (viii) on such Payment Date
over (b) the Available Non-Principal Collections with respect to such Payment Date
(excluding any portion thereof attributable to Excess Non-Principal Collections).



     SECTION 4.9. Shared Principal Collections. Subject to Section 8.5 of the
Indenture, Shared Principal Collections allocable to Series 2009-1 on any Transfer Date will be
equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to
all Principal Sharing Series for such Transfer Date and (y) a fraction, the numerator of which is
the Principal Shortfall for Series 2009-1 for such Transfer Date and the denominator of which is
the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series
for such Transfer Date. The “Principal Shortfall” for Series 2009-1 will be equal to (a)
for any Transfer Date with respect to the Revolving Period or any Transfer Date during the Early
Amortization Period prior to the Transfer Date relating to the earlier of (i) the Expected
Principal Payment Date and (ii) the date on which all outstanding Series are in early amortization
periods, zero, (b) for any Transfer Date with respect to the Controlled Accumulation Period, the
excess, if any, of (i) the Controlled Deposit Amount over (ii) the amount of Available
Principal Collections for such Transfer Date (excluding any portion thereof attributable to Shared
Principal Collections or amounts available to be treated as Available Principal Collections
pursuant to clauses (vi) and (vii) of Section 4.4(a)) and (c) for any
Transfer Date relating to any Payment Date on or after the



2009-1 Indenture Supplement



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earlier of (i) the Expected Principal Payment Date and (ii) the date on which all outstanding
Series are in early amortization periods, the sum of the Note Principal Balance and the Principal
Overcollateralization Amount.



     SECTION 4.10. Reserve Account.



     (a) On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is
less than the aggregate amount required to be paid or deposited pursuant to clauses (i)
through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account
the amount of such deficiency up to the Available Reserve Account Amount and shall apply such
amount in accordance with such clauses of Section 4.4(a).



     (b) On the Series 2009-1 Final Maturity Date, and on any day following the occurrence of an
Event of Default with respect to Series 2009-1 that has resulted in the acceleration of the Series
2009-1 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account
Amount and deposit such amount in the Distribution Account for payment to the Series 2009-1
Noteholders to fund any shortfalls in amounts owed to the Series 2009-1 Noteholders.



     (c) If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account,
the Available Reserve Account Amount is less than the Required Reserve Account Amount then in
effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to
Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency.



     (d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with
respect to any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account
and distributed to the Issuer on the related Payment Date. On the date on which the Reserve
Account has been terminated, after giving effect to any withdrawal on such date pursuant to
Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2009-1
Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the
Reserve Account shall be released to the Issuer.



     (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the
Note Principal Balance has been paid in full and all other amounts payable to the Series 2009-1
Noteholders have been paid in full; (ii) the Series 2009-1 Final Maturity Date; and (iii) the
termination of the Issuer.



     (f) On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in
the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving
effect to the issuance of Series 2009-1 Notes on the Closing Date).



     SECTION 4.11. Investment of Amounts on Deposit in Series Accounts.



     (a) To the extent there are uninvested amounts deposited in the Series Accounts, the Issuer
shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature
no later than the following Transfer Date.



2009-1 Indenture Supplement



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     (b) On each Transfer Date, the Investment Earnings, if any, accrued since the preceding
Transfer Date on funds on deposit in the Reserve Account or the Principal Account shall be treated
as Available Non-Principal Collections and paid or deposited in accordance with Section
4.4(a). Subject to the foregoing, for purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Indenture Supplement, all Investment
Earnings shall be deemed not to be available or on deposit.



     SECTION 4.12. Controlled Accumulation Period. The Controlled Accumulation Period is
scheduled to commence at the beginning of business on the Controlled Accumulation Date. On each
Determination Date until the Controlled Accumulation Date, the Issuer shall review the amount of
expected Principal Collections and determine the Controlled Accumulation Period Length;
provided, that if the Controlled Accumulation Period Length (determined as described below)
on any Determination Date is less than or more than the number of months in the scheduled
Controlled Accumulation Period, upon written notice to the Indenture Trustee, with a copy to each
Rating Agency, the Issuer shall either postpone or accelerate, as applicable, the date on which the
Controlled Accumulation Period actually commences, so that as a result, the number of Monthly
Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length;
provided, that the length of the Controlled Accumulation Period will not be less than one
(1) month. The “Controlled Accumulation Period Length” will mean a number of whole months
such that the amount available for payment of principal on the Notes and the reduction of the
Principal Overcollateralization Amount on the Expected Principal Payment Date is expected to equal
or exceed the Note Principal Balance plus the Principal Overcollateralization Amount, assuming for
this purpose that (1) the weighted average principal payment rate on the Receivables held by the
Issuer will be no greater than the lowest weighted average monthly principal payment rate for the
Receivables held by the Issuer for the prior twelve (12) Monthly Periods, (2) the total amount of
Principal Receivables held by the Issuer in the Trust (and the principal amount on deposit in the
Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no
Early Amortization Event with respect to any Series will subsequently occur and (4) no additional
Series (other than any Series being issued on such date of determination) will be subsequently
issued by the Issuer. Any notice by the Issuer modifying the commencement of the Controlled
Accumulation Period pursuant to this Section 4.12 shall specify (i) the Controlled
Accumulation Period Length and (ii) the commencement date of the Controlled Accumulation Period.



     SECTION 4.13. Determination of LIBOR.



     (a) On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee
shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial
Markets system as the composite offered rate for London interbank deposits for a one-month period,
as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page,
LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any
successor page as the composite offered rate for London interbank deposits for a one-month period,
as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date.
If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period
will be the rate per annum based on the rates at which U.S. dollar deposits for a one-month period
are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may
replace the LIBOR page on



2009-1 Indenture Supplement



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that service for the purpose of displaying London interbank offered rates of major banks as of
11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two
rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer
than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be
determined on the basis of the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period. The Indenture Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such
quotations are provided, LIBOR for that Interest Period shall be the arithmetic mean of all
quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that
Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a one-month period.



     (b) The Class A Note Interest Rate, Class B Note Interest Rate and Class C Note Interest Rate
applicable to the then current and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at 212-250-4855 or such other telephone number as shall be
designated by the Indenture Trustee for such purpose by prior written notice to each Series 2009-1
Noteholder from time to time.



     (c) On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer, by
facsimile transmission, notification of LIBOR for the following Interest Period.



ARTICLE V

DELIVERY OF SERIES 2009-1 NOTES;

REPORTS TO SERIES 2009-1 NOTEHOLDERS




     SECTION 5.1. Delivery and Payment for the Series 2009-1 Notes.



     The Issuer shall execute and issue, and the Authenticating Agent shall authenticate, the
Series 2009-1 Notes in accordance with Section 2.2 of the Indenture. The Indenture Trustee
shall deliver or cause to be delivered the Series 2009-1 Notes to or upon Issuer Order when so
authenticated.



     SECTION 5.2. Reports and Statements to Series 2009-1 Noteholders.



     (a) Not later than the second Business Day preceding each Payment Date, the Issuer shall
deliver, or cause the Master Servicer to deliver to the Trustee, the Indenture Trustee (who shall
deliver to or cause to be delivered to each Series 2009-1 Noteholder) and each Rating Agency a
statement substantially in the form of Exhibit B prepared by the Master Servicer;
provided, that the Issuer may amend the form of Exhibit B from time to time with
the prior written consent of the Indenture Trustee.



     (b) On or before January 31 of each calendar year, beginning in the first January to occur
after the Closing Date, the Indenture Trustee, on behalf of the Issuer, shall furnish or cause to
be furnished to each Person who at any time during the preceding calendar year was a Series 2009-1
Noteholder the information for the preceding calendar year, or the applicable portion



2009-1 Indenture Supplement



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thereof during which the Person was a Noteholder, as is required to be provided by an issuer
of indebtedness under the Code to the holders of the Issuer’s indebtedness and such other customary
information as is necessary to enable such Noteholder to prepare its federal income tax returns.
Notwithstanding anything to the contrary contained in this Agreement, the Indenture Trustee, on
behalf of the Issuer, shall, to the extent required by applicable law, from time to time furnish to
the appropriate Persons, at least five (5) Business Days prior to the end of the period required by
applicable law, the information required to complete a Form 1099-INT.



ARTICLE VI

SERIES 2009-1 EARLY AMORTIZATION EVENTS




     SECTION 6.1. Series 2009-1 Early Amortization Events. If any one of the following
events shall occur with respect to the Series 2009-1 Notes:



     (a) (i) failure on the part of Transferor to make any payment or deposit required to be made
by it by the terms of the Second Tier Agreement on or before the date occurring five (5) Business
Days after the date such payment or deposit is required to be made therein or (ii) failure of the
Transferor duly to observe or perform in any material respect any of its covenants or agreements
set forth in the Second Tier Agreement (excluding matters addressed by clause (i) above),
which failure has a material adverse effect on Series 2009-1 and which continues unremedied for a
period of sixty (60) days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, by the
Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of
the Series 2009-1 Notes;



     (b) any representation or warranty made by the Transferor in the Second Tier Agreement or by
the Issuer in the Indenture and the Indenture Supplement or any information contained in an account
schedule required to be delivered by the Transferor pursuant to Section 2.1(c) or
Section 2.6(c) of the Second Tier Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in any material
respect for a period of sixty (60) days after the date on which written notice of the same,
requiring the same to be remedied, shall have been given to the Issuer or Transferor, as
applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the
Indenture Trustee by any Noteholder of the Series 2009-1 Notes, and as a result of which the
interests of Series 2009-1 are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, that a Series 2009-1 Early Amortization Event
pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if
Transferor has accepted reassignment of the related Transferred Receivable or Transferred
Receivables, if applicable, during such period in accordance with the provisions of the Second Tier
Agreement;



     (c) a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables
in Additional Accounts (or to convey participations) to the Issuer when it is required to convey
such Transferred Receivables (or to convey participations) pursuant to Section 2.6 of the
Second Tier Agreement;



     (d) any Servicer Default or any Indenture Servicer Default shall occur;



2009-1 Indenture Supplement



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     (e) either (a)(i) on any Transfer Date occurring in the months of February through April, the
average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than
sixteen percent (16%) (or a lower percentage designated by the Transferor if the Rating Agency
Condition is satisfied with respect thereto), (ii) on any Transfer Date occurring in the months of
May or June, the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods
is less than eighteen percent (18%) (or a lower percentage designated by the Transferor if the
Rating Agency Condition is satisfied with respect thereto), (iii) on any Transfer Date occurring in
the months of July through October, the average of the Monthly Payment Rates for the three (3)
preceding Monthly Periods is less than twenty-three percent (23%) (or a lower percentage designated
by the Transferor if the Rating Agency Condition is satisfied with respect thereto), or (iv) on any
Transfer Date occurring in the months of November through January, the average of the Monthly
Payment Rates for the three (3) preceding Monthly Periods is less than eighteen percent (18%) (or a
lower percentage designated by the Transferor if the Rating Agency Condition is satisfied with
respect thereto), or (b) on any Transfer Date, the average Default Rate over the three immediately
preceding Monthly Periods is greater than or equal to five percent (5%);



     (f) the Note Principal Balance shall not be paid in full on the Expected Principal Payment
Date;



     (g) without limiting the foregoing, the occurrence of an Event of Default with respect to the
Series 2009-1 Notes that results in the acceleration of the maturity of the Series 2009-1 Notes
pursuant to Section 5.3 of the Indenture;



     (h) the sum of all investments (other than Receivables) held in trust accounts of the Issuer
and, without duplication, amounts held in the Excess Funding Account, represents more than fifty
percent (50%) of the dollar amount of the assets of the Issuer (excluding the Product Line
Overconcentration for the accounts receivable and asset based lending receivables Product Lines) on
each of six or more consecutive monthly Determination Dates, after giving effect to all payments
made or to be made on the Payment Dates relating to those Determination Dates; or



     (i) (i) on any Payment Date, after giving effect to withdrawals from and deposits into the
Reserve Account, the Reserve Account balance is less than the product of (A) the Required Reserve
Account Percentage minus one-fourth of one percent (0.25%) and (B) the Note Principal Balance, or
(ii) on the Payment Date after a withdrawal from the Reserve Account that does not result in an
Early Amortization Event pursuant to the preceding clause, after giving effect to withdrawals from
and deposits into the Reserve Account, the Reserve Account balance is less than the product of (A)
the Required Reserve Account Percentage and (B) the Note Principal Balance;


then, in the case of any event described in subsection (a), (b) or (d),
after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture
Trustee or the Noteholders of Series 2009-1 Notes evidencing more than fifty percent (50%) of the
aggregate unpaid principal amount of Series 2009-1 Notes by notice then given in writing to the
Issuer (and to the Indenture Trustee if given by the Series 2009-1 Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series 2009-1 (a “Series 2009-1 Early
Amortization Event”) has occurred as of the date of such notice, and, in the case of any event
described in subsection (c), (e), (f), (g),




2009-1 Indenture Supplement



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(h) or (i), a Series 2009-1 Early Amortization Event shall occur without any notice
or other action on the part of the Indenture Trustee or the Series 2009-1 Noteholders immediately
upon the occurrence of such event.




     SECTION 6.2. Notice of Series 2009-1 Early Amortization Events.



     The Issuer agrees that upon the occurrence of a Trust Early Amortization Event or a Series
2009-1 Early Amortization Event it shall notify the Federal Reserve Bank of New York (“FRBNY”) at
talfreports@ny.frb.org and FRBNY’s custodian at talf@bnymellon.com and all Series 2009-1
Noteholders of such event and will provide the Indenture Trustee with the material details of such
event to be included in the periodic reports to be distributed to the Series 2009-1 Noteholders
pursuant to Section 5.2(a) of this Indenture Supplement.



ARTICLE VII

REDEMPTION OF SERIES 2009-1 NOTES;

FINAL DISTRIBUTIONS; SERIES TERMINATION




     SECTION 7.1. Optional Redemption of Series 2009-1 Notes; Final Distributions.



     (a) On any day occurring on or after the date on which the outstanding principal balance of
the Series 2009-1 Notes plus the Principal Overcollateralization Amount is reduced to ten percent
(10%) or less of the Initial Collateral Amount, the Transferor has the option pursuant to the Trust
Agreement to reduce the Collateral Amount to zero by paying a purchase price equal to the greater
of (x) the Collateral Amount plus the Allocation Percentage of outstanding Non-Principal
Receivables, and (y) (i) if such day is a Payment Date, the Reassignment Amount for such Payment
Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the Payment Date
following such day. If Transferor exercises such option, the Issuer will apply such purchase price
to repay the Series 2009-1 Notes in full as specified below.



     (b) In order to exercise such option, the Issuer shall give the Indenture Trustee at least
thirty (30) days’ prior written notice of the date on which Transferor intends to exercise such
optional redemption. Not later than 12:00 noon, New York City time, on the day of such redemption,
the Issuer shall deposit into the Collection Account in immediately available funds the
Reassignment Amount. Such redemption option is subject to payment in full of the Reassignment
Amount. Following such deposit into the Collection Account in accordance with the foregoing, the
Collateral Amount for Series 2009-1 shall be reduced to zero and the Series 2009-1 Noteholders
shall have no further security interest or other interest in the Transferred Receivables. The
Reassignment Amount shall be paid as set forth in Section 7.1(d).



     (c) The amount to be paid by the Issuer with respect to Series 2009-1 in connection with a
repurchase of the Series 2009-1 Notes pursuant to Section 10.1 of the Trust Agreement shall
not be less than the Reassignment Amount for the Payment Date of such repurchase.



     (d) With respect to the Reassignment Amount deposited into the Collection Account pursuant to
this Section 7.1 or the net proceeds of any sale of Transferred Receivables pursuant to
Section 5.3 of the Indenture with respect to Series 2009-1, the Indenture Trustee shall, in
accordance with an Issuer Order, not later than 12:00 noon, New York City time, on the related
Payment Date, make payments of the following amounts (in the priority set forth below and, in



2009-1 Indenture Supplement



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each case, after giving effect to any deposits and payments otherwise to be made on such date)
in immediately available funds: (i) an amount equal to the Class A Monthly Interest due and
payable on such Payment Date (or any prior Payment Date that has not been paid) will be paid, pro
rata, to the Class A Noteholders, to the extent permitted by applicable law, (ii) the Class A Note
Principal Balance on such Payment Date will be paid, pro rata, to the Class A Noteholders, (iii) an
amount equal to the Class B Monthly Interest due and payable on such Payment Date (or any prior
Payment Date that has not been paid) will be paid, pro rata, to the Class B Noteholders, to the
extent permitted by applicable law, (iv) the Class B Note Principal Balance on such Payment Date
will be paid, pro rata, to the Class B Noteholders, (v) an amount equal to the Class C Monthly
Interest due and payable on such Payment Date (or any prior Payment Date that has not been paid)
will be paid, pro rata, to the Class C Noteholders to the extent permitted by applicable law, (vi)
the Class C Note Principal Balance on such Payment Date will be paid, pro rata, to the Class C
Noteholders, (vii) an amount equal to any required yield payments on the Principal
Overcollateralization Amount will be released to the Issuer, (viii) an amount equal to the
Principal Overcollateralization Amount shall be released to the Issuer in reduction of the
Principal Overcollateralization Amount and (ix) any excess shall be released to the Issuer.



     SECTION 7.2. Series Termination.



     On the Series 2009-1 Final Maturity Date, the unpaid principal amount of the Series 2009-1
Notes shall be due and payable.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




     SECTION 8.1. Ratification of Indenture; Amendments. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as
so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same
instrument. This Indenture Supplement may be amended only in accordance with the terms of
Section 9.1 or 9.2 of the Indenture. For purposes of the application of
Section 9.2 of the Indenture to any amendment of this Indenture Supplement, the Series
2009-1 Noteholders shall be the only Noteholders whose vote shall be required.



     SECTION 8.2. Form of Delivery of the Series 2009-1 Notes. The Class A Notes shall be
Book-Entry Notes, the Class B Notes and the Class C Notes shall be Definitive Notes and the Class A
Notes, the Class B Notes and the Class C Notes shall be delivered as provided in
Sections 2.1 and 2.2 of the Indenture.



     SECTION 8.3. Counterparts. This Indenture Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.



     SECTION 8.4. GOVERNING LAW.



     (a) THIS INDENTURE 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



2009-1 Indenture Supplement



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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 CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE SUPPLEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS INDENTURE 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
INDENTURE 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 SERIES 2009-1 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 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 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



2009-1 Indenture Supplement



29









 







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 INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     SECTION 8.5. Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by BNY Mellon Trust of Delaware, not in
its individual capacity, but solely in its capacity as Trustee of the Issuer, in no event shall BNY
Mellon Trust of Delaware in its individual capacity have any liability in respect of the
representations, warranties, or obligations of the Issuer hereunder or under any other document, as
to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of
this Agreement and each other document, the Trustee (as such or in its individual capacity) shall
be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.



     SECTION 8.6. Rights of the Indenture Trustee. The Indenture Trustee shall have
herein the same rights, protections, indemnities and immunities as specified in the Master
Indenture.



     SECTION 8.7. No Petition. Each holder of a Note by its acceptance of a Note will be
deemed to covenant and agree that (i) it will not at any time directly or indirectly institute or
cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding or other proceeding under any Debtor Relief Law unless holders of not
less than sixty-six and two-thirds percent (66 2/3%) of the Outstanding Principal Balance of each
Class of each Series have approved such filing; and (ii) it will not at any time directly or
indirectly institute or cause to be instituted against the Transferor any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any
Debtor Relief Law in connection with any obligation relating to the Notes, the Indenture or any of
the Related Documents.



     SECTION 8.8. Notes to be Treated as Debt for Tax. It is the intent of the parties
hereto that, for purposes of Federal, State and local income and franchise tax and any other tax
measured in whole or in part by income, the Class A Notes, the Class B Notes and the Class C Notes
shall be treated as debt.



[SIGNATURE PAGES FOLLOW]




2009-1 Indenture Supplement



30









 





     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed
and delivered on the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: BNY MELLON TRUST OF DELAWARE, not in its
individual capacity, but as Trustee on behalf of Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






2009-1 Indenture Supplement



 









 





	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







2009-1 Indenture Supplement



 











 





EXHIBIT A-1




FORM OF CLASS A SERIES 2009-1 ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT
ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS PERCENT (66 2/3%) OF THE OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE
APPROVED SUCH FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO
BE INSTITUTED AGAINST GE DEALER FLOORPLAN MASTER NOTE TRUST OR CDF FUNDING, INC. ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY
FEDERAL OR STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE RELATED DOCUMENTS.



     THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED
BY, INCOME.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND
FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF



2009-1 Indenture Supplement




 









 




THE CODE, (C) AN ENTITY WHOSE UNDERLYING
ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL
PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS
NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE
OR A VIOLATION OF ANY SIMILAR LAW.




2009-1 Indenture Supplement




 









 





			
	 	 	 
	REGISTERED
	 	$                    
	No. R-
	 	CUSIP NO.                     






GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2009-1




CLASS A SERIES 2009-1 ASSET BACKED NOTE




     GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12,
2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to
the following provisions, the principal sum of [ ] DOLLARS ($[___])1, or such
greater or lesser amount as determined in accordance with the Indenture, on the Series 2009-1 Final
Maturity Date, except as otherwise provided below or in the Indenture. The Issuer will pay
interest on the unpaid principal amount of this Note at the rate and in the manner set forth in the
Indenture Supplement referred to herein. Interest on this Note will accrue for each Payment Date
from and including the most recent Payment Date on which interest has been paid to but excluding
such Payment Date or, for the initial Payment Date, from and including the Closing Date to but
excluding such Payment Date. Interest will be computed on the basis of a 360-day year and the
actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to herein.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.





 




			
	1	 	The aggregate amount of the Class A Notes is equal to
the Class A Note Initial Principal Balance. Book-entry notes will be prepared
in denominations not to exceed five hundred million dollars ($500,000,000).





2009-1 Indenture Supplement




 









 





IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.




	 	 	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE
 TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: BNY MELLON TRUST OF DELAWARE,
 not in its
individual capacity but solely as Trustee
 on behalf
of Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 
 

	 	 
	 

	 	 	 	Title:
	 	 
 

	 	 






Dated:




2009-1 Indenture Supplement




 









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class A Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as Indenture

Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 
 

	 	 
	 

	 	 	 	Title:
	 	 
 

	 	 






Dated:




2009-1 Indenture Supplement




 









 





GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2009-1




CLASS A SERIES 2009-1 ASSET BACKED NOTE




     This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as GE
Dealer Floorplan Master Note Trust, Series 2009-1 (the “Series 2009-1 Notes”), issued under
a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to
time, the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas
(successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2009-1 Indenture Supplement dated as of August 13,
2009 (the “Indenture Supplement”), and representing the right to receive certain payments
from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class B Notes and the Class C Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC
CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC., CDF FUNDING, INC., GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION, POLARIS ACCEPTANCE, BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF
THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall
treat the person in whose name this Class A Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



     THIS CLASS A NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND



2009-1 Indenture Supplement




 









 




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.




2009-1 Indenture Supplement




 









 





ASSIGNMENT




	 	 	 
	Social Security or other identifying number of assignee

	 	 








     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                         (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints                                          attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 
	Dated:

	 	 
 

	 	  

Signature
Guaranteed:
	 	** 








 




			
	**	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.





2009-1 Indenture Supplement




 









 





EXHIBIT A-2




FORM OF CLASS B SERIES 2009-1 ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”). TO THE ISSUER OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER OF THIS NOTE:




	 	(1)	 	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE
SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A
(A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND
	 
	 	(2)	 	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.





     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT
ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS PERCENT (66 2/3%) OF THE OUTSTANDING PRINCIPAL



2009-1 Indenture Supplement




 









 




BALANCE OF EACH CLASS OF EACH SERIES HAVE APPROVED SUCH FILING; AND (II) IT WILL NOT AT ANY
TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST GE DEALER FLOORPLAN MASTER
NOTE TRUST OR CDF FUNDING, INC. ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN CONNECTION
WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.




     THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED
BY, INCOME.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND
FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO
SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A
PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS
SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.



2009-1 Indenture Supplement




 









 





			
	 	 	 
	REGISTERED
	 	$                    
	No. R-
	 	CUSIP NO.                    






GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2009-1




CLASS B SERIES 2009-1 ASSET BACKED NOTE




     GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12,
2004, for value received, hereby promises to pay to [                    ], or registered assigns, subject to
the following provisions, the principal sum of [ ] DOLLARS ($[                    ]), or such greater or
lesser amount as determined in accordance with the Indenture, on the Series 2009-1 Final Maturity
Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the
unpaid principal amount of this Note at the rate and the manner set forth in the Indenture
Supplement referred to herein. Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding
such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number
of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture
Supplement referred to herein.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.



     THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.



2009-1 Indenture Supplement




 









 




IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.




	 	 	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE
 TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: BNY MELLON TRUST OF DELAWARE,
 not in its
individual capacity but solely as Trustee
 on behalf
of Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 
 

	 	 
	 

	 	 	 	Title:
	 	 
 

	 	 






Dated:




2009-1 Indenture Supplement




 









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class B Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture
Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 
 

	 	 
	 

	 	 	 	Title:
	 	 
 

	 	 






Dated:




2009-1 Indenture Supplement





 











 





GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2009-1




CLASS B SERIES 2009-1 ASSET BACKED NOTE




     This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as GE
Dealer Floorplan Master Note Trust, Series 2009-1 (the “Series 2009-1 Notes”), issued under
a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to
time, the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas
(successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2009-1 Indenture Supplement dated as of August 13,
2009 (the “Indenture Supplement”), and representing the right to receive certain payments
from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class A Notes and the Class C Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC
CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC., CDF FUNDING, INC., GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION, POLARIS ACCEPTANCE, BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF
THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall
treat the person in whose name this Class B Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



     THIS CLASS B NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND



2009-1 Indenture Supplement




 









 







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.




2009-1 Indenture Supplement





 









 








ASSIGNMENT



	 	 	 
	Social Security or other identifying number of assignee

	 	 








     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                         (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
                                         attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	**
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 








 




			
	**	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.





2009-1 Indenture Supplement





 









 








EXHIBIT A-3




FORM OF CLASS C SERIES 2009-1 ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER OF THIS NOTE:




	 	(1)	 	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE
SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A
(A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND
	 
	 	(2)	 	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.





     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT
ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND
TWO-THIRDS PERCENT (66 2/3%) OF THE OUTSTANDING PRINCIPAL



2009-1 Indenture Supplement





 









 







BALANCE OF EACH CLASS OF EACH SERIES HAVE APPROVED SUCH FILING; AND (II) IT WILL NOT AT ANY
TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST GE DEALER FLOORPLAN MASTER
NOTE TRUST OR CDF FUNDING, INC. ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN CONNECTION
WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.




     THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED
BY, INCOME.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND
FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN
“EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO
SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A
PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS
SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.



2009-1 Indenture Supplement





 









 








			
	REGISTERED
	 	$                    
	No. R-
	 	CUSIP NO.                     






GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2009-1




CLASS C SERIES 2009-1 ASSET BACKED NOTE




     GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12,
2004, for value received, hereby promises to pay to [                    ], or registered assigns, subject to
the following provisions, the principal sum of [ ] DOLLARS ($[                    ]), or such greater or
lesser amount as determined in accordance with the Indenture, on the Series 2009-1 Final Maturity
Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the
unpaid principal amount of this Note at the rate and in the manner set forth in the Indenture
Supplement referred to herein. Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding
such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number
of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture
Supplement referred to herein.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.



     THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.



2009-1 Indenture Supplement





 









 







IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.




	 	 	 	 	 
	 	 GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer



By: BNY MELLON TRUST OF DELAWARE, not in its
individual capacity but solely as Trustee on behalf
of Issuer

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:




2009-1 Indenture Supplement





 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class C Notes described in the within-mentioned Indenture.




	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture
Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:




2009-1 Indenture Supplement





 









 








GE DEALER FLOORPLAN MASTER NOTE TRUST

SERIES 2009-1




CLASS C SERIES 2009-1 ASSET BACKED NOTE





     This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as GE
Dealer Floorplan Master Note Trust, Series 2009-1 (the “Series 2009-1 Notes”), issued under
a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to
time, the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas
(successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2009-1 Indenture Supplement dated as of August 13,
2009 (the “Indenture Supplement”), and representing the right to receive certain payments
from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class A Notes and the Class B Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION , OR AN INTEREST IN, GENERAL ELECTRIC
CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC., CDF FUNDING, INC., GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION, POLARIS ACCEPTANCE, BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF
THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



     The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall
treat the person in whose name this Class C Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



     THIS CLASS C NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND



2009-1 Indenture Supplement





 









 







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.




2009-1 Indenture Supplement





 









 








ASSIGNMENT



	 	 	 
	Social Security or other identifying number of assignee

	 	 






     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                         (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
                                         attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	**
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 








 




			
	**	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.






 











 





EXHIBIT B




Form of Monthly Servicer’s Certificate




GE Dealer Floorplan Master Note Trust

Series 2009-1




	 	 	 
	Payment Date:

	 	[•]
	Collection Period Ended:

	 	[•]
	Closing Date:

	 	[                    ],
 200[•]
	Next Payment Date:

	 	[•]
	Expected Principal Payment Date:

	 	[•]
	Final Maturity Date:

	 	[•]






Note Payment Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Beginning	 	 	Principal	 	 	Interest	 	 	Total	 	 	Ending	 
	 	 	 	 	 	 	Interest	 	 	Original	 	 	Class	 	 	Payment	 	 	Payment	 	 	Payment	 	 	Class	 
	Class	 	CUSIP	 	 	Rate	 	 	Face Value	 	 	Balance	 	 	Amount	 	 	Amount	 	 	Amount	 	 	Balance	 
	A
	 	 	[•]	 	 	 	[•]	%	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 
	B
	 	 	[•]	 	 	 	[•]	%	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 
	C
	 	 	[•]	 	 	 	[•]	%	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS
	 	 	 	 	 	 	 	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Beginning of Month Balance
	 	 	 	 	 	$	[•]	 
	 
	 	 	 	 	 	 	 	 
	New Volume
	 	 	 	 	 	 	[•]	 
	Principal Collections
	 	 	 	 	 	 	[•]	 
	Defaulted Amount
	 	 	 	 	 	 	[•]	 
	 
	 	 	 	 	 	 	 
	End of Month Balance
	 	 	 	 	 	$	[•]	 
	Annualized Yield
	 	 	 	 	 	 	[•]	%
	 
	 	 	 	 	 	 	 	 
	Overconcentrations
	 	 	 	 	 	 	 	 
	Are there any Dealer Overconcentrations?
	 	 	 	 	 	 	[•Y/N]	 
	 
	 	$	[•]	 	 	 	 	 
	Are there any Manufacturer Overconcentrations
	 	 	 	 	 	 	[•Y/N]	 
	 
	 	$	[•]	 	 	 	 	 
	Are there any Product Line Overconcentrations?
	 	 	 	 	 	 	[•Y/N]	 
	 
	 	$	[•]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Discount Factor
	 	 	 	 	 	 	[•]	%






2009-1 Indenture Supplement





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	Collections	 	Total	 	 	Overconcentrations	 	 	 	 	 
	Principal Collections
	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 
	Non-Principal Collections
	 	 	[•]	 	 	 	[•]	 	 	 	[•]	 
	 
	 	 	 	 	 	 	 	 	 
	Total Collections
	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Defaults
	 	 	 	 	 	 	 	 	 	 	 	 
	Default Amount
	 	$	[•]	 	 	$	[•]	 	 	$	[•]	 
	Series Allocation Percentage
	 	 	 	 	 	 	 	 	 	 	[•]	%
	Investor Default Amount
	 	 	 	 	 	 	 	 	 	$	[•]	 






	 	 	 	 	 
	Charge-offs
	 	 	 	 
	Investor Charge-offs
	 	$	[•]	 
	 
	 	 	 	 
	Allocation of Available Non-Principal Collections
	 	 	 	 
	Series Allocation Percentage
	 	 	[•]	%
	Available Non-Principal Collections Allocated to Series
	 	$	[•]	 
	 
	 	 	 	 
	Application of Available Non-Principal Collections
and Available Principal Collections
	 	 	 	 
	 
	 	 	 	 
	(a) Available Non Principal Collections Allocated to Series
	 	$	[•]	 
	(i) (A) Amount to Indenture Trustee
	 	$	[•]	 
	(B) Amount to Trustee
	 	$	[•]	 
	(C) Amount to Administrator
	 	$	[•]	 
	(D) Amount to Custodian
	 	$	[•]	 
	 
	 	 	 	 
	(ii) Noteholder Servicing Fee
	 	$	[•]	 
	Unpaid Servicer Advances and interest thereon
	 	$	[•]	 
	 
	 	 	 	 
	(iii) Class A Monthly Interest
	 	$	[•]	 
	(iv) Class B Monthly Interest
	 	$	[•]	 
	(v) Class C Monthly Interest
	 	$	[•]	 
	 
	 	 	 	 
	(vi) Investor Default Amount (treated as Available Principal
	 	$	[•]	 
	Collections)
	 	 	 	 
	(vi) Investor Charge-offs
	 	$	[•]	 
	Reimbursement of Investor Charge-offs
	 	 	[•]	 
	Unreimbursed Investor Charge-offs
	 	 	[•]	 
	Reallocation Principal Collections
	 	 	[•]	 
	Reimbursement of Reallocated Principal Collections
	 	 	[•]	 
	Unreimbursed Reallocated Principal Collections
	 	 	[•]	 
	Sum of Unreimbursed Investor Charge-offs and Reallocated
Principal Collections
	 	$	[•]	 






2009-1 Indenture Supplement






 









 








	 	 	 	 	 
	(viii) Amount Required to be Deposited to the Reserve Account
	 	$	[•]	 
	 
	 	 	 	 
	(ix) Remaining Amounts due to:
	 	 	 	 
	Indenture Trustee
	 	$	[•]	 
	Trustee
	 	$	[•]	 
	Administrator
	 	$	[•]	 
	Custodian
	 	$	[•]	 
	 
	 	 	 	 
	(x) Amounts otherwise required to be Deposited to Principal
Account
	 	$	[•]	 
	(xi) (If Early Amortization Period has not occurred)
	 	 	 	 
	Release to Issue to make required yield payments on the
Principal
	 	$	[•]	 
	Overcollateralization Amount
	 	 	 	 
	 
	 	 	 	 
	Excess Non Principal Collections for Series 2009-1
	 	$	[•]	 
	[Include rows for each outstanding series.]
	 	 	[•]	 
	 
	 	 	 
	Total Excess Non Principal Collections
	 	$	[•]	 
	 
	 	 	 	 
	Non Principal Shortfalls for Series 2009-1
	 	$	[•]	 
	[Include rows for each outstanding series.]
	 	 	[•]	 
	 
	 	 	 
	Total Non Principal Shortfalls
	 	$	[•]	 
	 
	 	 	 	 
	Aggregate Excess Non Principal Collections Applied to Non Principal Shortfalls
for Series 2009-1
	 	$	[•]	 
	[Include rows for each outstanding series.]
	 	 	[•]	 
	 
	 	 	 
	Total Aggregate Excess Non Principal Collections Applied to Non Principal Shortfalls
	 	$	[•]	 
	 
	 	 	 	 
	Released to Depositor
	 	$	[•]	 
	 
	 	 	 
	 
	 	 	 	 
	(b) Revolving Period
	 	 	 	 
	 
	 	 	 	 
	Principal Collections Allocated to Series According to Section
4.3(b)(ii)(x) of Indenture Supplement
	 	$	[•]	 
	 
	Available Principal Collections Treated as Shared Principal
Collections Applied According to Section 8.5 of Indenture
	 	$	[•]	 
	 
	 	 	 	 
	(c) Controlled Accumulation Period
	 	 	 	 
	 
	Principal Collections Allocated to Series According to Section
4.3(b)(ii)(y) of Indenture Supplement
	 	$	[•]	 






2009-1 Indenture Supplement






 









 








	 	 	 	 	 
	Available Principal Collections treated as Shared Principal Collections
	 	$	[•]	 
	 
	 	 	 	 
	(i) Monthly Principal Deposited into the Principal Account
	 	$	[•]	 
	(ii) Monthly Principal Deposited to Distribution Account and paid to:
	 	 	 	 
	Class A
	 	$	[•]	 
	Class B
	 	$	[•]	 
	Class C
	 	$	[•]	 
	(iii) Principal Overcollateralization Amount
	 	$	[•]	 
	(iv) Amounts Remaining as Shared Principal Collections Applied
	 	$	[•]	 
	According to Section 8.5 of Indenture
	 	 	 	 
	 
	 	 	 	 
	Early Amortization Period
	 	 	 	 
	 
	 	 	 	 
	Principal Collections Allocated to Series According to Section
4.3(b)(ii)(z) of Indenture Supplement
	 	$	[•]	 
	 
	 	 	 	 
	(i) Monthly Principal Deposited into the Principal Account
	 	$	[•]	 
	(ii) Monthly Principal Deposited to Distribution Account
and paid to:
	 	 	 	 
	Class A
	 	$	[•]	 
	Class B
	 	$	[•]	 
	Class C
	 	$	[•]	 
	(iii) Amount equal to the Principal Overcollateralization
release to Issuer (after the Note Principal Balance shall
have been reduced to zero)
	 	$	[•]	 
	(iv) Amounts Remaining as Shared Principal Collections
Applied According to Section 8.5 of Indenture
	 	$	[•]	 
	 
	 	 	 	 
	Shared Principal Collections for Principal Sharing Series
	 	 	 	 
	Aggregate Shared Principal Collections for Principal Sharing Series
	 	$	[•]	 
	 
	Aggregate Principal Shortfall for Principal Sharing Series
	 	$	[•]	 
	Aggregate Shared Principal Collections to Principal Shortfall for
Series 2009-1
	 	$	[•]	 
	[Include rows for each outstanding series.]
	 	 	 	 
	Amount Deposited into the Excess Funding Account
	 	$	[•]	 
	Released to Issuer
	 	$	[•]	 
	Released to Class D certificate holder
	 	$	[•]	 
	 
	 	 	 	 
	Required Reserve Account
	 	 	 	 
	 
	 	 	 	 
	Required Reserve Account Percentage
	 	 	[•]	%
	Note Principal Balance
	 	$	[•]	 






2009-1 Indenture Supplement






 









 








	 	 	 	 	 
	Required Reserve Account Amount
	 	$	[•]	 
	Reserve Account Interest Earnings withdrawn
	 	$	[•]	 
	Beginning Reserve Account Amount
	 	$	[•]	 
	Reserve Account Deposits
	 	$	[•]	 
	Reserve Account Withdrawals
	 	$	[•]	 
	Ending Reserve Account Amount
	 	$	[•]	 
	Total Enhancement Amount
	 	$	[•]	 
	 
	 	 	 	 
	Reserve Account Deficiency
	 	$	[•]	 
	 
	 	 	 	 
	Non Principal Account (Series Level Account)
	 	 	 	 
	Beginning Balance
	 	$	[•]	 
	Deposits
	 	 	[•]	 
	Disbursements
	 	 	[•]	 
	Ending Balance
	 	$	[•]	 
	 
	 	 	 	 
	Principal Account (Series Level Account)
	 	 	 	 
	Beginning Balance
	 	$	[•]	 
	Deposits
	 	 	[•]	 
	Disbursements
	 	 	[•]	 
	Ending Balance
	 	$	[•]	 
	 
	 	 	 	 
	Free Equity Amount
	 	 	 	 
	Note Trust Principal Balance
	 	$	[•]	 
	Aggregate Collateral Amount for all Series of Notes and Initial
Subordinated Amount
	 	 	[•]	 
	Free Equity Amount
	 	$	[•]	 
	 
	 	 	 	 
	Minimum Free Equity Percentage
	 	 	[•]	%
	Beginning Outstanding Principal Balance
	 	$	[•]	 
	Total Overconcentration
	 	 	[•]	 
	Minimum Free Equity Amount
	 	$	[•]	 
	 
	 	 	 	 
	Excess Funding Account (Trust Level Account)
	 	 	 	 
	Beginning Balance
	 	$	[•]	 
	Deposits
	 	 	[•]	 
	Disbursements
	 	 	[•]	 
	Ending Balance
	 	$	[•]	 
	 
	 	 	 	 
	Summary of Allocation of Collections
	 	 	 	 
	Total Principal Collections
	 	$	[•]	 
	Principal Collections Allocated to Series 2009-1
	 	 	[•]	 
	[Include rows for each outstanding series.]
	 	 	[•]	 
	 
	 	 	 
	Principal Collections Not Allocated to Any Series and Released to Issuer
	 	$	[•]	 
	 
	Total Non-Principal Collections
	 	$	[•]	 






2009-1 Indenture Supplement





 











 





	 	 	 	 	 
	Non-Principal Collections Allocated to Series 2009-1
	 	 	[•]	 
	[Include rows for each outstanding series.]
	 	 	[•]	 
	 
	 	 	 
	Non-Principal Collections Not Allocated to Any Series and Released to Issuer
	 	$	[•]	 
	 
	 	 	 	 
	Performance
	 	 	 	 
	(1) Are there any material modifications, extensions, or waivers to pool assets?
	 	 	[Y/N]	 
	(2) Are there any material breaches of pool of assets, representation and warranties or covenants?
	 	 	[Y/N]	 
	(3) Are there any changes in criteria used to originate, acquire, or select new pool assets?
	 	 	[Y/N]	 
	(4) Has the master servicer made any Servicer Advances during the previous collection period?
	 	 	[Y/N]	 
	(5) Has an early amortization event occurred?
	 	 	[Y/N]	 
	(6) Have any Payment Rate Triggers been met?
	 	 	[Y/N]	 
	 
	 	 	 	 
	Current Monthly Payment Rate
	 	 	[•]	%
	Prior Monthly Payment Rate
	 	 	[•]	%
	Second Prior Monthly Payment Rate
	 	 	[•]	%
	3 Month Average Monthly Payment Rate
	 	 	[•]	%
	 
	 	 	 	 
	(7) Has the Default Rate Trigger been met?
	 	 	 	 
	 
	 	 	 	 
	Current Monthly Default Rate
	 	 	[•]	%
	Prior Monthly Default Rate
	 	 	[•]	%
	Second Prior Monthly Default Rate
	 	 	[•]	%
	3 Month Average Monthly Period Default Rate
	 	 	[•]	%
	 
	 	 	 	 
	(8) Reserve Account balance < Reserve Account trigger
	 	 	 	 
	Reserve Account balance
	 	 	[•]	%
	(A) Required Reserve Account Percentage minus 0.25%
	 	 	[•]	%
	times (B) Note Principal Balance
	 	 	[•]	%
	Reserve Account Trigger
	 	 	[•]	%
	(9) The sum of all investments held in trust accounts of the Issuer >50% of the assets of the
Issuer
	 	 	 	 
	Current Month
	 	 	[•]	%
	Prior Month
	 	 	[•]	%
	Second Prior Month
	 	 	[•]	%
	Third Prior Month
	 	 	[•]	%
	Fourth Prior Month
	 	 	[•]	%
	Fifth Prior Month
	 	 	[•]	%
	(10) Have any new series been issued during the related monthly collection period?
	 	 	 	 
	(11) Have any account additions or account removals occurred during the related monthly
collection period?
	 	 	 	 






2009-1 Indenture Supplement




 









 








Delinquency




	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	 	Percentage of Total	 
	 	 	(Dollars in	 	 	Receivables	 
	Days Outstanding	 	Millions)	 	 	Outstanding	 
	31-60 Days
	 	$	[•]	 	 	 	[•]	%
	61-90 Days
	 	 	[•]	 	 	 	[•]	%
	91-120 Days
	 	 	[•]	 	 	 	[•]	%
	121-150 Days
	 	 	[•]	 	 	 	[•]	%
	151-180 Days
	 	 	[•]	 	 	 	[•]	%
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	[•]	 	 	 	[•]	%






2009-1 Indenture Supplement




 









 








     IN WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder’s Statement as
of the [•] day of [•] 200[•].



	 	 	 	 	 
	 	General Electric Capital Corporation,

as Master Servicer

 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



2009-1 Indenture Supplement