EX-4.3



 







Exhibit 4.3


AMENDMENT NO. 2 TO

RECEIVABLES SALE AGREEMENT




     THIS AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT, dated as of as of August 10, 2006 (this
“Amendment”), is among GE Commercial Distribution Finance Corporation, a Delaware
corporation (“CDF”), as a seller, Brunswick Acceptance Company, LLC, a Delaware limited
liability company, as a seller (“BAC”), General Electric Capital Corporation, a Delaware
corporation (“GECC”), and CDF Funding, Inc., a Delaware corporation, as buyer (the
“Buyer”).



BACKGROUND




     CDF, BAC and the Buyer are parties to a receivables sale agreement, dated as of August 12,
2004 (as amended, modified or supplemented, the “Receivables Sale Agreement”) among CDF,
BAC and the Buyer. GECC desires to become a party to the Agreement as a “Seller”. All of the
parties hereto desire to amend the Receivables Sale Agreement as set forth herein.



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



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



     SECTION 2. Amendments to the Receivables Sale Agreement. The Receivables Sale
Agreement is hereby amended as set forth in this Section 2.



     (a) Section 1.1. Section 1.1 of the Receivables Sale Agreement is hereby amended by:



          (i) amending the definition of “Wholesale Financing Agreement” by inserting the words
“inventory, including” immediately preceding the phrase “Products purchased by such Dealer”
therein; and




          (ii) amending the definition of “Servicing Agreement” to read in its entirety as
follows:





     “Servicing Agreement” means the Amended and Restated Servicing
Agreement, dated as of June 30, 2006, between the Master Servicer and the Issuer.”.



     (b) Section 7.1. Section 7.1 of the Receivables Sale Agreement is hereby amended (i)
by deleting (x) the reference therein to Transamerica Commercial Finance Corporation and (y)
the notice information for Transamerica Commercial Finance Corporation therein, and (ii) by
inserting the following in replacement thereof:




	 	 	 	 	 
	 
	 	
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	 	Amendment No. 2 to
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General Electric Capital Corporation

c/o GE Capital Solutions, Transportation Finance

300 E. John Carpenter Freeway

Irving, Texas 75062

Attention:        Capital Markets Manager

Telephone:      (469) 586-2000

Facsimile:         (469) 586-2027




     (c) New Seller. The Receivables Sale Agreement is hereby amended by adding GECC as a
Seller party thereto.



     SECTION 3. Representations and Warranties. In order to induce the parties hereto to
enter into this Amendment, each of the parties hereto represents and warrants unto the other
parties hereto as set forth in this Section 3:



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



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



     SECTION 4. Binding Effect; Ratification.



     (a) 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.



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



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



     SECTION 5. Reaffirmation of Originator Performance Guaranty. GECC, in its capacity as
performance guarantor (“Performance Guarantor”) under the Originator Performance Guaranty
dated as of August 12, 2004 (the “Originator Performance Guaranty”), taking into account
this Amendment, the previous amendment to the Receivables Sale Agreement, and the




	 	 	 	 	 
	 
	 	
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Receivables Sale Agreement as previously amended and as amended by this Amendment, hereby
reaffirms and ratifies all of its obligations under the Originator Performance Guaranty.




     SECTION 6. Miscellaneous.



     (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF 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 AMENDMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AMENDMENT; 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. 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 7.1 OF THE RECEIVABLES SALE
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.



     (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




	 	 	 	 	 
	 
	 	
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JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.




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



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



     (f) Executed counterparts of this Amendment may be delivered electronically.



[SIGNATURES FOLLOW]





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



	 	 	 	 	 
	 	 	GE COMMERCIAL DISTRIBUTION FINANCE
	 	 	CORPORATION, as a Seller
	 
	 	 	 	 
	 

	 	By:
	 	/s/Walter D. Bay 
	 

	 	Name:
	 	     Walter D. Bay
	 

	 	Title:
	 	     Vice President and Secretary







	 	 	 	 	 
	 
	 	
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	 	 	BRUNSWICK ACCEPTANCE COMPANY, LLC
	 	 	as a Seller
	 
	 	 	 	 
	 

	 	By:
	 	/s/John E. Peak 
	 

	 	Name:
	 	     John E. Peak
	 

	 	Title:
	 	     Management Committee Member







	 	 	 	 	 
	 
	 	
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	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,
	 	 	as a Seller and as the Performance Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/Boyd Feltman 
	 

	 	Name:
	 	     Boyd Feltman
	 

	 	Title:
	 	     CFO







	 	 	 	 	 
	 
	 	
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	 	 	CDF FUNDING, INC., as the Buyer
	 

	 	By:
	 	/s/Margaret Fritz 
	 

	 	Name:
	 	     Margaret Fritz
	 

	 	Title:
	 	     Vice President







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