EX-1.2: 2006-1 TERMS AGREEMENT
EX-1.2 3 y22898exv1w2.htm EX-1.2: 2006-1 TERMS AGREEMENT EX-1.2
Exhibit 1.2
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
MASTER NOTE TRUST ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2006-1)
(SERIES 2006-1)
| Dated: June 27, 2006 |
| To: | CDF Funding, Inc. General Electric Capital Corporation |
| Re: | Underwriting Agreement, dated June 26, 2006 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 2006-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
Final | ||||||||
| Class | Principal Amount | Interest Rate | Maturity Date | |||||
A | $ | 1,432,500,000 | One-month LIBOR plus 0.01% per year | April 20, 2011 | ||||
B | $ | 52,500,000 | One-month LIBOR plus 0.17% per year | April 20, 2011 | ||||
C | $ | 15,000,000 | One-month LIBOR plus 0.37% per year | April 20, 2011 | ||||
| 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 | |||
Banc of America Securities LLC | A | $ | 573,000,000 | ||
| B | $ | 26,250,000 | |||
| C | $ | 7,500,000 | |||
Greenwich Capital Markets, Inc. | A | $ | 573,000,000 | ||
| B | $ | 26,250,000 | |||
| C | $ | 7,500,000 | |||
Deutsche Bank Securities Inc. | A | $ | 85,750,000 | ||
| B | $ | 0 | |||
| C | $ | 0 | |||
JP Morgan Securities Inc. | A | $ | 85,750,000 | ||
| B | $ | 0 | |||
| C | $ | 0 | |||
Morgan Stanley & Co. Incorporated | A | $ | 85,750,000 | ||
| B | $ | 0 | |||
| C | $ | 0 | |||
Blaylock & Company, Inc. | A | $ | 29,250,000 | ||
| B | $ | 0 | |||
| C | $ | 0 | |||
| 3. | Underwriting Liability |
| Underwriting Liability | Class A | Class B | Class C | |||||||||
Banc of America Securities LLC | $ | 573,000,000 | $ | 26,250,000 | $ | 7,500,000 | ||||||
Greenwich Capital Markets, Inc. | 573,000,000 | 26,250,000 | 7,500,000 | |||||||||
Deutsche Bank Securities Inc. | 85,750,000 | 0 | 0 | |||||||||
JP Morgan Securities Inc. | 85,750,000 | 0 | 0 | |||||||||
Morgan Stanley & Co. Incorporated | 85,750,000 | 0 | 0 | |||||||||
Blaylock & Company, Inc. | 29,250,000 | 0 | 0 | |||||||||
Total Amount | $ | 1,432,500,000 | $ | 52,500,000 | $ | 15,000,000 | ||||||
| 2 | 2006-1 Terms Agreement |
| 4. | Purchase Price, Discounts and Concessions |
| Class A | Class B | Class C | ||||||||||
Gross Purchase Price | 100 | % | 100 | % | 100 | % | ||||||
Underwriting Discount | 0.125 | % | 0.220 | % | 0.290 | % | ||||||
Net Purchase Price | 99.875 | % | 99.780 | % | 99.710 | % | ||||||
Maximum Dealer Selling Concessions | 0.0750 | % | 0.1320 | % | 0.1740 | % | ||||||
Maximum Dealer Reallowance Discounts | 0.0375 | % | 0.0660 | % | 0.0870 | % | ||||||
| 5. | Time of Sale |
4:04p.m. (New York City time) (U.S.) on June 27, 2006 (the time the first Contract of Sale was entered into as designated by the Representatives.)
| 3 | 2006-1 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.
| Banc of America Securities LLC, as a Representative | ||||
| By: | /s/ Mert Arinc | |||
| Name: | Mert_Arinc | |||
| Title: | Principal | |||
| Greenwich Capital Markets, Inc., as a Representative | ||||
| By: | /s/ Daniel P. McGarvey | |||
| Name: | Daniel P. McGarvey | |||
| Title: | Managing Director | |||
For themselves and as representatives of the other several Underwriters named in this Terms Agreement.
| S-1 | 2006-1 Terms Agreement |
Accepted and Agreed:
| CDF Funding, Inc. | ||||
By: | /s/ Margaret Fritz | |||
| Name: Margaret Fritz | ||||
| Title: Vice President | ||||
| General Electric Capital Corporation | ||||
By: | /s/ Margaret Fritz | |||
| Name: Margaret Fritz | ||||
| Title: Attorney-in-Fact | ||||
| S-2 | 2006-1 Terms Agreement |
