8-K 1 y20606e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) April 28, 2006 GE Dealer Floorplan Master Note Trust CDF Funding, Inc. CDF Financing, L.L.C. Distribution Financial Services Floorplan Master Trust (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 333-115582 / 333-115582-02 / 88-0355652 (CDF Financing, L.L.C.) 333-115582-03 / 333-115582-04 20-1060484 (CDF Funding, Inc.) (Commission File Number) (I.R.S. Employer Identification No.)

~~5595 Trillium Boulevard, Hoffman Estates, Illinois 60192 (Address of Principal Executive Offices) (Zip Code)~~

(847) 747-6800 (Registrant's Telephone Number, Including Area Code) No Change (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Various of the registrants entered into the following amendments to material definitive agreements: 1. Amendment No. 2 to Series 2004-NTC Supplement dated as of April 28, 2006 (the "Amendment"), among CDF Financing, L.L.C., a Delaware limited liability company, as transferor, GE Commercial Distribution Finance Corporation, a Delaware corporation, as servicer, and Wilmington Trust Company, as trustee. 2. Supplement No. 2 to Master Indenture dated as of April 28, 2006 (the "Supplement"), between GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, as issuer, and Wilmington Trust Company, a Delaware banking corporation, as trustee. The Amendment amends Section 4.8 of the Series 2004-NTC supplement dated as of August 12, 2004. The Amendment provides, among other things, that all amounts in the Distribution Account shall be immediately due and payable to the Series 2004-NTC Certificateholder and that the Invested Amount shall be zero. The Supplement amends Section 3.7 of the Master Indenture dated as of August 12, 2004. The Supplement provides, among other things, that nothing in the indenture shall prohibit execution and delivery of, and the effect of, the Amendment. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CDF FUNDING, INC., (Co-Registrant) Dated: May 3, 2006 By: /s/ John E. Peak ------------------------------------ Name: John E. Peak Title: Vice President GE DEALER FLOORPLAN MASTER NOTE TRUST (Co-Registrant) By: CDF FUNDING, INC. Dated: May 3, 2006 By: /s/ John E. Peak ------------------------------------ Name: John E. Peak Title: Vice President CDF FINANCING, L.L.C., (Co-Registrant) Dated: May 3, 2006 By: /s/ John E. Peak ------------------------------------ Name: John E. Peak Title: Manager DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST (Co-Registrant) By: CDF FINANCING, L.L.C. Dated: May 3, 2006 By: /s/ John E. Peak ------------------------------------ Name: John E. Peak Title: Manager Form 8-K

DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST 8-K