GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2007-1)
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.
|
|
| WACHOVIA SECURITIES INTERNATIONAL LIMITED | |
|
| By: |
| |
|
|
|
| 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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| |
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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 |
