EX-4.4



 









Exhibit 4.4




SUPPLEMENT NO. 4 TO MASTER INDENTURE




     THIS SUPPLEMENT NO. 4 TO MASTER INDENTURE, dated as of as of August 10, 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. Section 1.1 of the Master Indenture
is hereby amended by:




     (a) amending the definition of “Product Line Concentration Limit” by deleting
“and” at the end of clause (l) thereof, inserting “and” at the end of clause (m) thereof,
and inserting the following clause (n) at the end thereof:




     “(n) ten percent (10%) of the Combined Outstanding Principal Balances on the
last day of the applicable Monthly Period if such Product line is transportation
equipment;”;




     (b) 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.”;
and




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



     SECTION 3. Section 8.4 of the Master Indenture. Section 8.4 of the Master Indenture
is hereby amended by adding the following new clause (g) at the end thereof:



	 	 	 	 	 
	 
	 	

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     “(g) The calculation of overconcentrations pursuant to clauses (d), (e) and (f) on a
Determination Date shall be based on information as of the end of the previous Monthly
Period and allocations pursuant to such clauses as a result of such calculation shall be
made on the Determination Date following such Determination Date.”



     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.




     (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




	 	 	 	 	 
	 
	 	
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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 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.



	 	 	 	 	 
	 
	 	
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     (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]




	 	 	 	 	 
	 
	 	
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     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






	 	 	 	 	 
	 
	 	
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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 	 
	 




	 	 	 	 	 
	 
	 	
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