GE DEALER FLOORPLAN MASTER NOTE TRUST FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2013 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
CDF Funding, Inc., a Delaware corporation (the “Company”), proposes to cause GE Dealer Floorplan Master Note Trust (the “Issuer”) to issue the “Offered Notes” (as such term is defined in the applicable Terms Agreement). The offering of the Offered Notes by the Underwriters (as such term is defined in the applicable Terms Agreement (as defined below)) pursuant to this Agreement and the applicable terms agreement (such terms agreement to incorporate by reference this Agreement and to be substantially in the form of Exhibit A; each such terms agreement may be referred to as a “Terms Agreement”) is referred to herein as the “Note Offering.” The Company is wholly-owned by General Electric Capital Corporation (“GE Capital”).
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • June 3rd, 2013 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
This SERIES [_____] INDENTURE SUPPLEMENT, dated as of [_____] (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
