Terms Agreement for Series 2007-1 Asset Backed Notes Issued by GE Dealer Floorplan Master Note Trust
This agreement, dated April 19, 2007, is between CDF Funding, Inc., General Electric Capital Corporation, and Wachovia Securities International Limited. It sets the terms for the sale and purchase of Series 2007-1 asset-backed notes issued by GE Dealer Floorplan Master Note Trust. Wachovia agrees to purchase all offered notes, specifying the principal amounts, interest rates, purchase prices, and underwriting discounts for each class of notes. The agreement incorporates the terms of a related Underwriting Agreement and confirms the obligations and pricing for the transaction.
Exhibit 1.2
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2007-1)
Dated: April 19, 2007
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated April 19, 2007 among CDF Funding, Inc., General Electric Capital Corporation and the Representative 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 2007-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class |
| Principal Amount |
| Interest Rate |
| Final |
| |
| A |
| $ | 962,500,000 |
| One month LIBOR plus 0.04% per year |
| April 21, 2014 |
|
| B |
| $ | 27,500,000 |
| One month LIBOR plus 0.20% per year |
| April 21, 2014 |
|
| C |
| $ | 10,000,000 |
| One month LIBOR plus 0.40% per year |
| April 21, 2014 |
|
|
|
| 2007-1 Terms Agreement |
| 2. | Underwriters |
The Underwriter named below is the only “Underwriter” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Underwriter |
| Class Purchased |
| $ Purchased |
| |
| Wachovia Securities International Limited |
| A |
| $ | 962,500,000 |
|
|
| B |
| $ | 27,500,000 |
| |
|
| C |
| $ | 10,000,000 |
| |
| 3. | Underwriting Liability |
| Underwriting Liability |
| Class A |
| Class B |
| Class C |
|
| Wachovia Securities International Limited |
| $962,500,000 |
| $27,500,000 |
| $10,000,000 |
|
| Total Amount |
| $962,500,000 |
| $27,500,000 |
| $10,000,000 |
|
| 4. | Purchase Price, Discounts and Concessions |
|
|
| Class A |
| Class B |
| Class C |
|
| Gross Purchase Price |
| 100% |
| 100% |
| 100% |
|
| Underwriting Discount |
| 0.080% |
| 0.320% |
| 0.420% |
|
| Net Purchase Price |
| 99.920% |
| 99.680% |
| 99.580% |
|
| Maximum Dealer Selling Concessions |
| 0.0480% |
| 0.1920% |
| 0.2520% |
|
| Maximum Dealer Reallowance Discounts |
| 0.0240% |
| 0.0960% |
| 0.1260% |
|
| 5. | Time of Sale |
11:49 a.m. (New York City time) on April 19, 2007 (the time the first Contract of Sale was entered into as designated by the Representative).
|
| 2 | 2007-1 Terms Agreement |
The Underwriter agrees to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.
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| WACHOVIA SECURITIES INTERNATIONAL LIMITED | |
|
| By: |
| |
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|
| Name: Lynn McConnell |
For itself and as the Underwriter named in this Terms Agreement.
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| S-1 | 2007-1 Terms Agreement |
| Accepted and Agreed: |
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| CDF Funding, Inc. |
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| By: | /s/ JOHN E. PEAK |
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| Name: John E. Peak |
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| General Electric Capital Corporation |
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| By: | /s/ MARGARET FRITZ |
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| Name: Margaret Fritz |
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| S-2 | 2007-1 Terms Agreement |
