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

▇.▇. ▇▇▇▇▇▇ Securities LLC

RBC Capital Markets, LLC

Credit Agricole Securities (USA) Inc.

The ▇▇▇▇▇▇▇▇ Capital Group, L.P.

 

  

3.

Underwriting Allotment

 

		Class A
Underwriting Allotment
▇.▇. ▇▇▇▇▇▇ Securities LLC		$	200,000,000
RBC Capital Markets, LLC		$	200,000,000
Credit Agricole Securities (USA) Inc.		$	50,000,000
The ▇▇▇▇▇▇▇▇ 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).

 

  

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.

 

	▇.▇. ▇▇▇▇▇▇ SECURITIES LLC,
	for itself and as a Representative

 

	By:	/s/ ▇▇▇▇ ▇▇▇
	Name:	▇▇▇▇ ▇▇▇
	Title:	Managing Director
	RBC CAPITAL MARKETS, LLC,
	for itself and as a Representative
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Authorized Signatory

 

  

Accepted and Agreed:
CDF Funding, inc.
By:	/s/ ▇▇▇▇ ▇. Peak
Name:	▇▇▇▇ ▇. Peak
Title:	Vice President

 

 

General Electric Capital Corporation
By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:	Authorized Signatory