GE Dealer Floorplan Master Note Trust Asset Backed Notes Terms Agreement (Series 2013-1)
This agreement, dated April 24, 2013, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters including Barclays Capital Inc., Mizuho Securities USA Inc., Credit Agricole Securities (USA) Inc., and Cabrera Capital Markets, LLC. It sets the terms for the sale and purchase of $500 million in Series 2013-1 asset-backed notes issued by the GE Dealer Floorplan Master Note Trust. The agreement outlines the purchase price, underwriting discounts, and the allocation of notes among the underwriters, with a final maturity date of April 20, 2018.
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2013-1)
Dated: April 24, 2013
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated April 24, 2013, 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 2013-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class | Principal Amount | Interest Rate | Final Maturity Date | |||||||
| A | $ | 500,000,000 | One month LIBOR plus 0.40% per year | April 20, 2018 | ||||||
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Class A Underwriters | |
| Barclays Capital Inc. | |
| Mizuho Securities USA Inc. | |
| Credit Agricole Securities (USA) Inc. | |
| Cabrera Capital Markets, LLC |
| GEDFMNT 2013-1: Terms Agreement |
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | |||
| Barclays Capital Inc. | $ | 210,000,000 | ||
| Mizuho Securities USA Inc. | $ | 210,000,000 | ||
| Credit Agricole Securities (USA) Inc. | $ | 50,000,000 | ||
| Cabrera Capital Markets, LLC | $ | 30,000,000 | ||
| Total Amount | $ | 500,000,000 | ||
| 3. | Purchase Price, Discounts and Concessions |
| Class A | ||||
| Gross Purchase Price | 100 | % | ||
| Underwriting Discount | 0.250 | % | ||
| Net Purchase Price | 99.750 | % | ||
| Maximum Dealer Selling Concessions | 0.150 | % | ||
| Maximum Dealer Reallowance Discounts | 0.075 | % | ||
| 4. | Date of Sale |
April 24, 2013 (the date the first Contract of Sale was entered into as designated by the Representatives).
| 2 | GEDFMNT 2013-1: 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.
| Barclays Capital Inc., | ||
| for itself and as a Representative | ||
| By: | /s/ Martin Attea | |
| Name: | Martin Attea | |
| Title: | Managing Director | |
| Mizuho Securities USA Inc., | ||
| for itself and as a Representative | ||
| By: | /s/ Vincent Murray | |
| Name: | Vincent Murray | |
| Title: | Managing Director Head of Debt Syndicate | |
| S-1 | GEDFMNT 2013-1: Terms Agreement |
| Accepted and Agreed: | ||
| CDF Funding, inc. | ||
| By: | /s/ John E. Peak | |
| Name: | John E. Peak | |
| Title: | Vice President | |
| General Electric Capital Corporation | ||
| By: | /s/ Thomas A. Davidson | |
| Name: | Thomas A. Davidson | |
| Title: | Authorized Signatory | |
| S-2 | GEDFMNT 2013-1: Terms Agreement |
