GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1)
Exhibit 1.3
EXECUTION COPY
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
(SERIES 2015-1)
| Dated: | January 29, 2015 |
| To: | CDF Funding, Inc. |
| General Electric Capital Corporation | |
| Re: | Underwriting Agreement, dated January 29, 2015, 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 2015-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class | Principal Amount | Interest Rate | Final
Maturity Date |
||||||
| A | $ | 475,000,000 | One month LIBOR plus 0.50% per year | January 20, 2020 |
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Class A Underwriters |
| Credit Suisse Securities (USA) LLC |
| Mizuho Securities USA Inc. |
| Santander Investment Securities Inc. |
| SMBC Nikko Securities America, Inc. |
| CastleOak Securities, L.P. |
| 1 | GEDFMNT 2015-1: Terms Agreement |
| 3. | Underwriting Allotment |
| Class A | ||||
| Underwriting Allotment | ||||
| Credit Suisse Securities (USA) LLC | $ | 190,001,000 | ||
| Mizuho Securities USA Inc. | $ | 190,001,000 | ||
| Santander Investment Securities Inc. | $ | 31,666,000 | ||
| SMBC Nikko Securities America, Inc. | $ | 31,666,000 | ||
| CastleOak Securities, L.P. | $ | 31,666,000 | ||
| Total Amount | $ | 475,000,000 | ||
| 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 |
January 29, 2015 (the date the first Contract of Sale was entered into as designated by the Representatives).
| 2 | GEDFMNT 2015-1: 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.
| credit suisse securities (usa) LLC, | ||
| for itself and as a Representative | ||
| By: | /s/ ▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| mizuho securities usa inc., | ||
| for itself and as a Representative | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | ED | |
| S-1 | GEDFMNT 2015-1: Terms Agreement |
| Accepted and Agreed: | ||
| CDF Funding, inc. | ||
| By: | /s/ ▇▇▇▇ ▇. Peak | |
| Name: | ▇▇▇▇ ▇. Peak | |
| Title: | Vice President | |
| General Electric Capital Corporation | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| S-2 | GEDFMNT 2015-1: Terms Agreement |