GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2014-2)
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 |
