exv4w2






Exhibit 4.2




EXECUTION COPY




SUPPLEMENT NO. 11 TO MASTER INDENTURE




     THIS SUPPLEMENT NO. 11 TO MASTER INDENTURE, dated as of August 5, 2009 (this
“Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory
trust, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, a New York
banking corporation, as trustee (the “Indenture Trustee”).



BACKGROUND




     WHEREAS, the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust
Company) are parties to a Master Indenture, dated as of August 12, 2004, as amended by (i)
Supplement No. 1 to Master Indenture, dated as of May 25, 2005, Supplement No. 2 to Master
Indenture, dated as of April 28, 2006, Supplement No. 3 to Master Indenture, dated as of June 30,
2006, Supplement No. 4 to Master Indenture, dated as of August 10, 2006, Supplement No. 5 to Master
Indenture, dated as of November 9, 2006, Supplement No. 6 to Master Indenture, dated as of May 31,
2007, Supplement No. 7 to Master Indenture, dated as of August 2, 2007, Supplement No. 8 to Master
Indenture, dated as of June 6, 2008, Supplement No. 9 to Master Indenture, dated as of December 30,
2008 and Supplement No. 10 to Master Indenture, dated as of June 26, 2009 (as so amended, the
“Indenture”), and (ii) Amended and Restated Series 2006-2 Indenture Supplement, dated as of
June 26, 2009 (the “Series 2006-2 Indenture Supplement”), Amended and Restated Series
2006-4 Indenture Supplement, dated as of June 26, 2009 (the “Series 2006-4 Indenture
Supplement”), Amended and Restated Series 2007-1 Indenture Supplement, dated as of June 26,
2009 (the “Series 2007-1 Indenture Supplement”), Amended and Restated Series 2007-2
Indenture Supplement, dated as of June 26, 2009 (the “Series 2007-2 Indenture Supplement”),
Amended and Restated Series 2008-A Indenture Supplement, dated as of June 26, 2009 (the “Series
2008-A Indenture Supplement”), Series 2009-A Indenture Supplement, dated as of June 26, 2009
(the “Series 2009-A Indenture Supplement”), and Series 2009-B Indenture Supplement, dated
as of June 26, 2009 (the “Series 2009-B Indenture Supplement”, and together with the
foregoing indenture supplements in this clause (ii), the “Indenture Supplements” and each,
an “Indenture Supplement”), each between the parties hereto evidencing an outstanding
Series of Notes, as amended (the Indenture, as so amended, the “Master Indenture”), is
hereby amended as described below;



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



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



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



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



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     SECTION 2. Amendments to Indenture.




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




	 	i.	 	Paragraph (k) shall be deleted and replaced with the following:
	 
	 	 	 	“(k) five percent (5%) of the Combined Outstanding Principal Balances
on the last day of the applicable Monthly Period if such Product line
is accounts receivable (including purchases of accounts receivable)
or asset based lending receivables;”
	 
	 	ii.	 	Paragraph (l) shall be deleted and replaced with the following:
	 
	 	 	 	“(l) [Reserved]; or”






	 	iii.	 	The following sentence shall be added at the end of such definition:






	 	 	 	“The accounts receivable and asset based lending Product lines shall
be treated as single product line for purposes of this definition and
the Product Line Concentration Limit shall be calculated on an
aggregate basis for such Product lines.”






     (b) The definitions of “Product Line Overconcentration” and “Product Line
Overconcentration Percentage” in Section 1.1 of the Indenture shall be amended
by adding the following proviso at the end of each such definition before the final period
thereof:




“; provided that the accounts receivable and asset based lending Product lines
shall be aggregated and treated as a single product line for purposes of this
definition.”




     (c) The definition of “Required Principal Balance” in Section 1.1 of
the Indenture shall be amended in its entirety to read as follows:




“Required Principal Balance” means, as of any date of determination,
the sum of (a) the sum of the numerators used at such date to calculate the
Allocation Percentages with respect to Principal Collections for all Series
outstanding on such date, plus (b) the Product Line Overconcentration for the
accounts receivable and asset based lending receivables Product Line that is used
for purposes of making allocations for the Monthly Period in which such
Determination Date falls.




     (d)
The
last sentence of Section 8.2(d) of the Indenture is amended by adding
the following phrase immediately after the words “Free Equity Amount” in clause
(y) of the parenthetical in such sentence:



”, less
any Product Line Overconcentration for the accounts receivable and
asset based lending receivables Product Line used for purposes of
making allocations for the Monthly Period preceding such Transfer
Date.”



     (e) Section 8.4(d) of the Indenture is amended by adding the following after
the phrase “On each Determination Date,”:




     “after giving effect to paragraph (d) above,”



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     (f) Section 8.4(f) of the Indenture is amended by deleting the words “after
giving effect to paragraphs (d) and (e) above,” where they appear therein.




     (g)
After giving effect to the amendments in Section 2(e) and (f) above, Section
8.4 of the Indenture is amended by re-ordering clause (d) to be clause (e), re-ordering
clause (e) to be clause (f) and re-ordering clause (f) to be clause (d).



     SECTION 3. Amendments to Indenture Supplements.




     (a) The definition of “Default Rate” in Section 1.1 of each Indenture
Supplement shall be amended in its entirety to read as follows:




“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.




     (b) The definition of “Monthly Payment Rate” in Section 1.1 of each Indenture
Supplement shall be amended in its entirety to read as follows:




“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.




     (c) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2006-2 Indenture Supplement shall be amended in its entirety to read as follows:




“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 2006-2 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



Supplement No. 11 to Master Indenture




 









 






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 2006-2.




     (d) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2006-4 Indenture Supplement shall be amended in its entirety to read as follows:




“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 2006-4 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 2006-4.




     (e) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2007-1 Indenture Supplement shall be amended in its entirety to read as follows:




“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 2007-1 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 2007-1.



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     (f) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2007-2 Indenture Supplement shall be amended in its entirety to read as follows:




“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 2007-2 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 2007-2.




     (g) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2008-A Indenture Supplement shall be amended in its entirety to read as follows:




“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 2008-A 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 provide the Indenture Trustee with evidence that the Controlling Lenders shall
have consented thereto.




     (h) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2009-A Indenture Supplement shall be amended in its entirety to read as follows:




“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-A 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



Supplement No. 11 to Master Indenture




 









 






shall provide the Indenture Trustee with evidence that the Controlling Lenders shall
have consented thereto.




     (i) The definition of “Required Reserve Account Amount” in Section 1.1 of the
Series 2009-B Indenture Supplement shall be amended in its entirety to read as follows:




“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-B 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 provide the Indenture Trustee with evidence that the Controlling Lenders shall
have consented thereto.




     (j) Subclause (h) of Section 6.1 in each Indenture Supplement shall be amended
by adding the following after the phrase “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)”



     SECTION 4. Representations and Warranties. In order to induce the parties hereto to
enter into this Supplement, each of the parties hereto represents and warrants unto the other
parties hereto as follows:




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




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



     SECTION 5. Binding Effect; Ratification.




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



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     (b) The Master Indenture, as supplemented hereby, remains in full force and effect.
Any reference to the Master Indenture from and after the date hereof shall be deemed to
refer to the Master Indenture as supplemented hereby, unless otherwise expressly stated.




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



     SECTION 6. Miscellaneous.




     (a) THIS SUPPLEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO
ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA.




     (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIM OR DISPUTES BETWEEN THEM PERTAINING TO THIS SUPPLEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS SUPPLEMENT; PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEAL FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED,
FURTHER, THAT NOTHING IN THIS SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PARTY HERETO WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT
AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.4 OF THE MASTER INDENTURE AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL
RECEIPT



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THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.




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




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




     (e) This Supplement may be executed in any number of counterparts, and by the parties
hereto on separate counterparts, each of which when executed and delivered shall be deemed
to be an original and all of which taken together shall constitute one and the same
agreement.




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




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



[Signature Page Follows]




Supplement No. 11 to Master Indenture




 









 





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



	 	 	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE TRUST	 	 
	 
	 	 	 	 	 	 
	 

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

	 	By:
	 	   /s/ James Ambagis	 	 
	 

	 	Name:
	 	 

James Ambagis
	 	 
	 

	 	Title:
	 	Assistant Vice President

	 	 






					
	 
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	 	Supplement No. 11 to Master Indenture











 









 











	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	not in its individual capacity, but solely as the

Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Louis Bodi	 	 
	 

	 	 	 	 

	 	 
	 	 	Name: Louis Bodi	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	    /s/ Mark Esposito	 	 
	 

	 	 	 	 

	 	 
	 	 	Name: Mark Esposito	 	 
	 	 	Title: Associate

	 	 






					
	 
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	 	Supplement No. 11 to Master Indenture