EX-4.3



 





Exhibit 4.3




SUPPLEMENT NO. 5 TO MASTER INDENTURE




     THIS SUPPLEMENT NO. 5 TO MASTER INDENTURE, dated as of November 9, 2006 (this
“Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory
trust, as issuer (the “Issuer”), and Wilmington Trust Company, a Delaware banking
corporation, as trustee (the “Indenture Trustee”).



BACKGROUND




     The parties hereto are parties to a master indenture, dated as of August 12, 2004 (as amended,
modified or supplemented, the “Master Indenture”) between the Issuer and the Indenture
Trustee. The parties hereto desire to amend the Master Indenture as set forth herein. This
Supplement is being entered into pursuant to Section 9.1(b) of the Master Indenture, and all
conditions precedent to the execution of this Supplement, as set forth in such Section 9.1(b), have
been satisfied.



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



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



     SECTION 2. Section 1.1 of the Master Indenture. Clause (g) of the
definition of Product Line Concentration Limit, in Section 1.1 of the Master Indenture, is hereby
amended by replacing “snowmobiles” with “power sports (i.e. snowmobiles, personal watercraft and
all terrain vehicles)”.



     SECTION 3. Representations and Warranties. In order to induce the parties
hereto to enter into this Supplement, each of the parties hereto represents and warrants unto the
other parties hereto as follows:




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




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



     SECTION 4. 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,



Supplement No. 5 to Master Indenture




 









 






and thereafter shall be binding on the parties hereto and their respective
successors and assigns.




     (b) The Master Indenture, as supplemented hereby, remains in full force and
effect. 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 5. Miscellaneous.




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



Supplement No. 5 to Master Indenture




 









 






ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.4 OF THE MASTER INDENTURE AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL
RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.




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



[SIGNATURES FOLLOW]




Supplement No. 5 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:	 	The Bank of New
York (Delaware), not in its
individual capacity, but solely on behalf of
the Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/
Kristine K.
Gullo
 

	 	 
	 

	 	 	 	Name:
	 	Kristine K. Gullo	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Supplement No. 5 to Master Indenture




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	 	 	WILMINGTON TRUST COMPANY, not in its

individual capacity, but solely as the Indenture Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/
Erwin M.
Soriano
 

	 	 
	 

	 	 	 	Name:
	 	Erwin M. Soriano	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 






Supplement No. 5 to Master Indenture





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