exv10w1






Exhibit 10.1




EXECUTION COPY




FIRST AMENDMENT TO ADMINISTRATION AGREEMENT




     This FIRST AMENDMENT to ADMINISTRATION AGREEMENT dated as of August 5, 2009 (this
“Amendment”), is entered into by and among (i) GE DEALER FLOORPLAN NOTE TRUST, a Delaware
statutory trust (the “Trust”) and (ii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as administrator (the “Administrator”).



BACKGROUND




     1. The Trust, BNY Mellon Trust of Delaware (f/k/a The Bank of New York (Delaware)), as trustee
(the “Trustee”) and the Administrator are parties to the Administration Agreement, dated as
of August 12, 2004 (the “Administration Agreement”).



     2. The Trust and the Administrator desire to amend the Administration Agreement as set forth
herein.



AMENDMENTS




     The parties hereto agree as follows:



     SECTION 1. Definitions. As used herein, terms that are defined herein shall have the
meanings as so defined, and terms not so defined shall have the meanings as set forth in (or by
reference in) the Administration Agreement as amended hereby.



     SECTION 2. Amendment to the Administration Agreement. Each party to this Amendment
that is a party to the Administration Agreement agrees that the Administration Agreement is hereby
amended as follows:



     (a) Section 1(d) is deleted and replaced in its entirety with the
following:



          “(d) Duties with respect to sale of Notes. The Administrator, on behalf of the Trust,
shall perform the administrative duties of the Trust under any note purchase agreement, loan
agreement, underwriting agreement, certification as to Term Asset-Backed Securities Loan Facility
(“TALF”) eligibility or any undertaking relating to TALF. The Administrator, on behalf of
the Trust, shall monitor the performance of the Trust and shall advise the Trust when action is
necessary to comply with the Trust’s duties under any note purchase agreement, loan agreement,
underwriting agreement, certification as to TALF eligibility or any undertaking relating to TALF.
The Administrator, on behalf of the Trust, shall prepare for execution by the Trust or shall
cause the preparation by other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust (or Trustee) to
prepare, file or deliver pursuant to any note purchase agreement, loan agreement, underwriting
agreement, certification as to TALF eligibility or any undertaking relating



GEDFT 2009-1: First Amendment to

Administration Agreement




 









 




to TALF. In
furtherance of the foregoing, the Administrator, on behalf of the Trust (or Trustee) shall take all
appropriate action that is the duty of the Trust to take pursuant to such documents.







     SECTION 3. Effectiveness. This Amendment shall become effective, as of the date first
set forth above, when counterparts hereof shall have been executed and delivered by the parties
hereto, and thereafter shall be binding on the parties hereto and their respective successors and
assigns.



     SECTION 4. Binding Effect; Ratification. (a) On and after the execution and delivery
hereof, (i) this Amendment shall be a part of the Administration Agreement and (ii) each reference
in the Administration Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import,
and each reference in any other Related Document to the Administration Agreement, shall mean and be
a reference to such Administration Agreement as amended hereby.



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



     SECTION 5. Governing Law; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAW.



     (b) Headings used herein are for convenience of reference only and shall not affect the
meaning of this Amendment.



     (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on
separate counterparts, each of which shall be an original and all of which taken together shall
constitute one and the same agreement. Executed counterparts may be delivered electronically.



     SECTION 6. No Recourse. It is expressly understood and agreed by the parties hereto
that (a) this Amendment is executed and delivered by the Trustee, not individually or personally
but solely as trustee of the Trust, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements herein made on the part
of the Trust is made and intended not as personal representations, undertakings and agreements by
the Trustee but is made and intended for the purpose of binding only the Trust, (c) nothing herein
contained shall be construed as creating any liability on the Trustee, individually or personally,
to perform any covenant either
expressed or implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under
no circumstances shall the Trustee be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Amendment or any other related
documents.



					
	 
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	 	GEDFT 2009-1: First Amendment
	 
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     IN WITNESS WHEREOF, the parties have executed this Amendment by their respective officers
thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	GE DEALER FLOORPLAN MASTER NOTE TRUST

 	 
	 	By:  	BNY Mellon Trust of Delaware,
 	 
	 	 	   not in its individual capacity but solely as 	 
	 	 	   Trustee on behalf of the Trust 	 



	 	 	 	 	 
	 	By:  	   /s/ JoAnn C. DiOssi
 	 
	 	 	Name:  	JoAnn C. DiOssi 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,

   as Administrator

 	 
	 	By:  	   /s/ Thomas A Davidson
 	 
	 	 	Name:  	Thomas A Davidson 	 
	 	 	Title:  	Authorized Signatory 	 
	 



					
	 
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	 	GEDFT 2009-1: First Amendment
	 
	 	 	 	to Administration Agreement