GE Dealer Floorplan Master Note Trust Series 2007-2 Asset Backed Notes Terms Agreement among CDF Funding, GE Capital, and Underwriters
This agreement, dated July 24, 2007, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters, including Merrill Lynch and Banc of America Securities. It sets the terms for the sale and purchase of Series 2007-2 asset-backed notes issued by the GE Dealer Floorplan Master Note Trust. The agreement details the classes, amounts, interest rates, purchase prices, and underwriting discounts for the notes, as well as the obligations of each underwriter. The notes mature on July 20, 2012, and the agreement incorporates the terms of a prior Underwriting Agreement.
EXHIBIT 1.2
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2007-2)
Dated: July 24, 2007
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated July 23, 2007 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 2007-2 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class |
| Principal |
| Interest Rate |
| Final |
| |
| A |
| $ | 970,000,000 |
| One month LIBOR |
| July 20, 2012 |
|
| B |
| $ | 20,000,000 |
| One month LIBOR |
| July 20, 2012 |
|
| C |
| $ | 10,000,000 |
| One month LIBOR |
| July 20, 2012 |
|
|
|
| 2007-2 Terms Agreement |
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Underwriter |
| Class Purchased |
| $ Purchased |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| A |
| $326,000,000 |
|
| B |
| $10,000,000 | |
|
| C |
| $5,000,000 | |
| Banc of America Securities LLC |
| A |
| $326,000,000 |
|
| B |
| $10,000,000 | |
|
| C |
| $5,000,000 | |
| Deutsche Bank Securities Inc. |
| A |
| $58,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 | |
| Greenwich Capital Markets, Inc. |
| A |
| $58,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 | |
| J.P. Morgan Securities Inc. |
| A |
| $58,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 | |
| Morgan Stanley & Co. Incorporated |
| A |
| $58,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 | |
| Wachovia Capital Markets, LLC |
| A |
| $58,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 | |
| Utendahl Capital Partners, L.P. |
| A |
| $14,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 | |
| The Williams Capital Group, L.P. |
| A |
| $14,000,000 |
|
| B |
| $0 | |
|
| C |
| $0 |
|
| 2 | 2007-2 Terms Agreement |
| 3. | Underwriting Liability |
| Underwriting Liability |
| Class A |
| Class B |
| Class C |
| |||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| $ | 326,000,000 |
| $ | 10,000,000 |
| $ | 5,000,000 |
|
| Banc of America Securities LLC |
|
| 326,000,000 |
|
| 10,000,000 |
|
| 5,000,000 |
|
| Deutsche Bank Securities Inc. |
|
| 58,000,000 |
|
| 0 |
|
| 0 |
|
| Greenwich Capital Markets, Inc. |
|
| 58,000,000 |
|
| 0 |
|
| 0 |
|
| J.P. Morgan Securities Inc. |
|
| 58,000,000 |
|
| 0 |
|
| 0 |
|
| Morgan Stanley & Co. Incorporated |
|
| 58,000,000 |
|
| 0 |
|
| 0 |
|
| Wachovia Capital Markets, LLC |
|
| 58,000,000 |
|
| 0 |
|
| 0 |
|
| Utendahl Capital Partners, L.P. |
|
| 14,000,000 |
|
| 0 |
|
| 0 |
|
| The Williams Capital Group, L.P. |
|
| 14,000,000 |
|
| 0 |
|
| 0 |
|
| Total Amount |
| $ | 970,000,000 |
| $ | 20,000,000 |
| $ | 10,000,000 |
|
| 4. | Purchase Price, Discounts and Concessions |
|
|
| Class A |
| Class B |
| Class C |
|
| Gross Purchase Price |
| 100% | 100% |
| 100% |
| |
| Underwriting Discount |
| 0.125% | 0.275% |
| 0.325% |
| |
| Net Purchase Price |
| 99.875% | 99.725% |
| 99.675% |
| |
| Maximum Dealer Selling Concessions |
| 0.0750% | 0.1650% |
| 0.1950% |
| |
| Maximum Dealer Reallowance Discounts |
| 0.0375% | 0.0825% |
| 0.0975% |
|
| 5. | Date of Sale |
July 24, 2007 (the date the first Contract of Sale was entered into as designated by the Representatives).
|
| 3 | 2007-2 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.
|
|
| MERRILL LYNCH, PIERCE, FENNER | ||
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| |
|
| By: | /s/ Gregory Petrie | ||
|
|
|
| Name: | Gregory Petrie |
| Director |
|
| Title: | Director |
|
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| BANC OF AMERICA SECURITIES LLC, | ||
|
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| |
|
| By: | /s/ James G. Mackey | ||
|
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|
| Name: | James G. Mackey |
|
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| Title: | Managing Director |
|
| S-1 | 2007-2 Terms Agreement |
Accepted and Agreed:
CDF FUNDING, INC.
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| |
| By: | /s/ John E. Peak |
|
| ||
|
| Name: | John E. Peak |
|
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|
|
| Title: | Vice President |
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GENERAL ELECTRIC CAPITAL CORPORATION
|
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| By: | /s/ Margaret Fritz |
|
| |
| Name: | Margaret Fritz |
|
|
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| Title: | Authorized Signatory |
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| S-2 | 2007-2 Terms Agreement |
