GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2014-1)
Exhibit 1.2
EXECUTION COPY
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2014-1)
Dated: July 16, 2014
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated July 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 2014-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Principal | Final | |||||||||
| Class | Amount | Interest Rate | Maturity Date | |||||||
| A | $ | 675,000,000 | One month LIBOR plus 0.38% per year | July 22, 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 | ||
| RBS Securities Inc. | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| Santander Investment Securities Inc. | ||
| Xxxxxxxx Financial Group, Inc. |
| GEDFMNT 2014-1: Terms Agreement |
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | |||
| RBS Securities Inc. | $ | 270,000,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | $ | 270,000,000 | ||
| Santander Investment Securities Inc. | $ | 67,500,000 | ||
| Xxxxxxxx Financial Group, Inc. | $ | 67,500,000 | ||
| Total Amount | $ | 675,000,000 | ||
| 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 |
July 16, 2014 (the date the first Contract of Sale was entered into as designated by the Representatives).
| 2 | GEDFMNT 2014-1: 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.
| RBS SECURITIES INC., | ||
| for itself and as a Representative | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Director | |
| MITSUBISHI UFJ SECURITIES (USA), INC., | ||
| for itself and as a Representative | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Xxxxxx Xxxxxxxxx | |
| S-1 | GEDFMNT 2014-1: Terms Agreement |
Accepted and Agreed:
| By: | /s/ Xxxx X. Peak | |
| Name: | Xxxx X. Peak | |
| Title: | Vice President | |
| GENERAL ELECTRIC CAPITAL CORPORATION | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Authorized Signatory | |
| S-2 | GEDFMNT 2014-1: Terms Agreement |
