GE Dealer Floorplan Master Note Trust Series 2006-2 Asset Backed Notes Terms Agreement with Underwriters
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Summary
This agreement, dated June 27, 2006, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters including Banc of America Securities LLC and others. It sets the terms for the sale and purchase of Series 2006-2 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 agreement is governed by the terms of a previously executed Underwriting Agreement.
EX-1.3 4 y22898exv1w3.htm EX-1.3: 2006-2 TERMS AGREEMENT EX-1.3
Exhibit 1.3
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
MASTER NOTE TRUST ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2006-2)
(SERIES 2006-2)
| 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 Note are the Series 2006-2 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
Final | ||||||||
| Class | Principal Amount | Interest Rate | Maturity Date | |||||
A | $ | 477,500,000 | One-month LIBOR plus 0.07% per year | April 22, 2013 | ||||
B | $ | 17,500,000 | One-month LIBOR plus 0.24% per year | April 22, 2013 | ||||
C | $ | 5,000,000 | One-month LIBOR plus 0.43% per year | April 22, 2013 | ||||
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Class | ||||||
| Underwriter | Purchased | $ Purchased | ||||
Banc of America Securities LLC | A | $ | 167,125,000 | |||
| B | $ | 8,750,000 | ||||
| C | $ | 2,500,000 | ||||
Greenwich Capital Markets, Inc. | A | $ | 167,125,000 | |||
| B | $ | 8,750,000 | ||||
| C | $ | 2,500,000 | ||||
Deutsche Bank Securities Inc. | A | $ | 43,000,000 | |||
| B | $ | 0 | ||||
| C | $ | 0 | ||||
JP Morgan Securities Inc. | A | $ | 43,000,000 | |||
| B | $ | 0 | ||||
| C | $ | 0 | ||||
Morgan Stanley & Co. Incorporated | A | $ | 43,000,000 | |||
| B | $ | 0 | ||||
| C | $ | 0 | ||||
Blaylock & Company, Inc. | A | $ | 14,250,000 | |||
| B | $ | 0 | ||||
| C | $ | 0 | ||||
| 3. | Underwriting Liability |
| Underwriting Liability | Class A | Class B | Class C | |||||||||
Banc of America Securities LLC | $ | 167,125,000 | $ | 8,750,000 | $ | 2,500,000 | ||||||
Greenwich Capital Markets, Inc. | 167,125,000 | 8,750,000 | 2,500,000 | |||||||||
Deutsche Bank Securities Inc. | 43,000,000 | 0 | 0 | |||||||||
JP Morgan Securities Inc. | 43,000,000 | 0 | 0 | |||||||||
Morgan Stanley & Co. Incorporated | 43,000,000 | 0 | 0 | |||||||||
Blaylock & Company, Inc. | 14,250,000 | 0 | 0 | |||||||||
Total Amount | $ | 477,500,000 | $ | 17,500,000 | $ | 5,000,000 | ||||||
| 4. | Purchase Price, Discounts and Concessions |
| Class A | Class B | Class C | ||||||||||
Gross Purchase Price | 100 | % | 100 | % | 100 | % | ||||||
Underwriting Discount | 0.1375 | % | 0.2950 | % | 0.3400 | % | ||||||
Net Purchase Price | 99.863 | % | 99.705 | % | 99.660 | % | ||||||
Maximum Dealer Selling Concessions | 0.0825 | % | 0.1770 | % | 0.2040 | % | ||||||
Maximum Dealer Reallowance Discounts | 0.0413 | % | 0.0885 | % | 0.1020 | % | ||||||
| 2 | 2006-2 Terms Agreement |
5. Time of Sale
4:04 p.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 | 2006-2 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.
| 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.
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 | 2006-2 Terms Agreement |
