GE Dealer Floorplan Master Note Trust Series 2014-2 Asset Backed Notes Terms Agreement with Underwriters
This agreement, dated October 16, 2014, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters including J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Credit Agricole Securities (USA) Inc., and The Williams Capital Group, L.P. It sets the terms for the sale and purchase of $500 million in asset-backed notes (Series 2014-2) issued by GE Dealer Floorplan Master Note Trust. The agreement outlines the purchase price, underwriting discounts, and the obligations of each party regarding the sale and distribution of the notes, with a final maturity date of October 21, 2019.
Exhibit 1.2
EXECUTION COPY
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2014-2)
| Dated: | October 16, 2014 |
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated October 16, 2014, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein |
| 1. | Offered Notes |
The notes described below in this Section 1 are the “Offered Notes” for the purpose of this Terms Agreement and for purposes of the above-referenced Underwriting Agreement (the “Underwriting Agreement”). The Underwriting Agreement is incorporated herein and made a part hereof. The Offered Notes are the Series 2014-2 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class | Principal Amount | Interest Rate | Final Maturity Date | |||||
| A | $ | 500,000,000 | One month LIBOR plus 0.45% per year | October 21, 2019 | ||||
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Class A Underwriters |
| J.P. Morgan Securities LLC |
| RBC Capital Markets, LLC |
| Credit Agricole Securities (USA) Inc. |
| The Williams Capital Group, L.P. |
| 1 | GEDFMNT 2014-2: Terms Agreement |
| 3. | Underwriting Allotment |
| Class A | ||||
| Underwriting Allotment | ||||
| J.P. Morgan Securities LLC | $ | 200,000,000 | ||
| RBC Capital Markets, LLC | $ | 200,000,000 | ||
| Credit Agricole Securities (USA) Inc. | $ | 50,000,000 | ||
| The Williams Capital Group, L.P. | $ | 50,000,000 | ||
| Total Amount | $ | 500,000,000 | ||
| 3. | Purchase Price, Discounts and Concessions |
| Class A | ||||
| Gross Purchase Price | 100 | % | ||
| Underwriting Discount | 0.250 | % | ||
| Net Purchase Price | 99.750 | % | ||
| Maximum Dealer Selling Concessions | 0.150 | % | ||
| Maximum Dealer Reallowance Discounts | 0.075 | % | ||
| 4. | Date of Sale |
October 16, 2014 (the date the first Contract of Sale was entered into as designated by the Representatives).
| 2 | GEDFMNT 2014-2: Terms Agreement |
The Underwriters agree, severally and not jointly, to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.
| J.P. MORGAN SECURITIES LLC, | |
| for itself and as a Representative |
| By: | /s/ John Cho | |
| Name: | John Cho | |
| Title: | Managing Director | |
| RBC CAPITAL MARKETS, LLC, | ||
| for itself and as a Representative | ||
| By: | /s/ Keith L. Helwig | |
| Name: | Keith L. Helwig | |
| Title: | Authorized Signatory | |
| 3 | GEDFMNT 2014-2: Terms Agreement |
| Accepted and Agreed: | ||
| CDF Funding, inc. | ||
| By: | /s/ John E. Peak | |
| Name: | John E. Peak | |
| Title: | Vice President | |
| General Electric Capital Corporation | ||
| By: | /s/ Thomas A. Davidson | |
| Name: | Thomas A. Davidson | |
| Title: | Authorized Signatory | |
| 4 | GEDFMNT 2014-2: Terms Agreement |
