Exhibit 4.1
AMENDMENT NO. 2
TO
SERIES 2004-NTC SUPPLEMENT
THIS AMENDMENT NO. 2 TO SERIES 2004-NTC SUPPLEMENT dated as of as of April
28, 2006 (this "Amendment"), is among CDF Financing, L.L.C., a Delaware limited
liability company, as transferor (the "Transferor"), GE Commercial Distribution
Finance Corporation, a Delaware corporation, as servicer (the "Servicer"), and
Wilmington Trust Company, as trustee (the "Trustee").
BACKGROUND
The parties hereto are parties to a series 2004-NTC supplement, dated as of
August 12, 2004 (as amended, modified or supplemented, the "Series 2004-NTC
Supplement"), to an amended and restated pooling and servicing agreement, dated
as of April 1, 2000 (as amended, the "Agreement") among the Transferor, the
Servicer and the Trustee; and
the parties hereto desire to amend the Series 2004-NTC Supplement 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 Series 2004-NTC
Supplement and used but not otherwise defined herein have the meanings given to
them in the Series 2004-NTC Supplement.
SECTION 2. Amendments to the Series 2004-NTC Supplement. Section 4.8 of the
Series 2004-NTC Supplement is hereby amended to read as follows:
"SECTION 4.8. Invested Amount. Notwithstanding anything to the contrary in
this Series Supplement, the Series 2004-NTC Certificate or the Agreement, as of
April 28, 2006: (a) all amounts in the Distribution Account shall be immediately
due and payable to the Series 2004-NTC Certificateholder and (b) the Invested
Amount shall be zero."
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 this 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
Amendment No. 2 to
Series 2004-NTC Supplement
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
in Section 2 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 Series 2004-NTC Supplement, as amended hereby, remains in full
force and effect. Any reference to the Series 2004-NTC Supplement from and after
the date hereof shall be deemed to refer to the Series 2004-NTC Supplement as
amended hereby, unless otherwise expressly stated.
(c) Except as expressly amended hereby, the Series 2004-NTC Supplement
shall remain in full force and effect and is hereby ratified and confirmed by
the parties hereto.
SECTION 5. 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 13.6 OF THE AGREEMENT AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED
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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 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.
CDF FINANCING, L.L.C.,
as Transferor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Manager
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GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION,
as Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
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WILMINGTON TRUST COMPANY,
as Trustee
By: Deutsche Bank Trust Company
Americas, as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
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