Exhibit 99.8
SUPPLEMENT NO. 2 TO
MASTER INDENTURE
THIS SUPPLEMENT NO. 2 TO MASTER INDENTURE, dated as of as of April 28, 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; and the parties hereto desire to amend the
Master Indenture 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 Master Indenture
and used but not otherwise defined herein have the meanings given to them in the
Master Indenture.
SECTION 2. Section 3.7 of the Master Indenture. Section 3.7 of the Master
Indenture is hereby amended by adding the following sentence after the last
sentence of clause (a) thereof: "Notwithstanding anything to the contrary in
this Indenture, nothing shall prohibit the execution and delivery of, and the
effect of, Amendment No. 2 to Series 2004-2 NTC Supplement, dated as of April
28, 2006, among CDF Financing, L.L.C., GE Commercial Distribution Finance
Corporation, and Wilmington Trust Company."
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 set forth in this Section 3:
(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.
Supplement No. 2 to Master Indenture
(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 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 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
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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]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed as of the date and year 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 ofthe Issuer
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: SVP
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WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as the
Indenture Trustee
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
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