GE Dealer Floorplan Master Note Trust Series 2012-3 Asset Backed Notes Terms Agreement (CDF Funding, GE Capital, Underwriters)
This agreement, dated July 25, 2012, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters including Merrill Lynch, RBC Capital Markets, RBS Securities, and Toussaint Capital Partners. It sets the terms for the sale and purchase of Series 2012-3 asset-backed notes issued by GE Dealer Floorplan Master Note Trust, specifying the classes, amounts, interest rates, purchase prices, and underwriting discounts. The underwriters agree to buy the notes under these terms and the incorporated Underwriting Agreement.
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2012-3)
Dated: July 25, 2012
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated July 25, 2012, 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 2012-3 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class | Principal Amount | Interest Rate | Final Maturity Date | |||||||||
| A | $ | 600,000,000 | One month LIBOR plus 0.49% per year | June 20, 2017 | ||||||||
| B | $ | 12,632,000 | One month LIBOR plus 0.90% per year | June 20, 2017 | ||||||||
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Class A Underwriters | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| RBC Capital Markets, LLC | |
| RBS Securities Inc | |
| Toussaint Capital Partners, LLC |
| 1 | GEDFMNT 2012-3: Terms Agreement |
| Class B Underwriters | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| RBC Capital Markets, LLC | |
| RBS Securities Inc | |
| Toussaint Capital Partners, LLC |
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | Class B | ||||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 252,000,000 | $ | 5,305,440 | ||||
| RBC Capital Markets, LLC | $ | 252,000,000 | $ | 5,305,440 | ||||
| RBS Securities Inc. | $ | 60,000,000 | $ | 1,263,200 | ||||
| Toussaint Capital Partners, LLC | $ | 36,000,000 | $ | 757,920 | ||||
| Total Amount | $ | 600,000,000.00 | $ | 12,632,000.00 | ||||
| 4. | Purchase Price, Discounts and Concessions |
| Class A | Class B | |||||||
| Gross Purchase Price | 100 | % | 100 | % | ||||
| Underwriting Discount | 0.260 | % | 0.260 | % | ||||
| Net Purchase Price | 99.740 | % | 99.740 | % | ||||
| Maximum Dealer Selling Concessions | 0.156 | % | 0.156 | % | ||||
| Maximum Dealer Reallowance Discounts | 0.078 | % | 0.078 | % | ||||
| 5. | Date of Sale |
July 25, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).
| 2 | GEDFMNT 2012-3: 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.
| MERRILL LYNCH, PIERCE, | ||
| FENNER & SMITH, INCORPORATED, | ||
| for itself and as a Representative | ||
| By: | /s/ Carl W. Anderson | |
| Name: | Carl W. Anderson | |
| Title: | Director | |
| RBC CAPITAL MARKETS, LLC, | ||
| for itself and as a Representative | ||
| By: | /s/ Martin Akguc | |
| Name: | Martin Akguc | |
| Title: | Authorized Signatory | |
| S-1 | GEDFMNT 2012-3: 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: Attorney-in-Fact | ||
| S-2 | GEDFMNT 2012-3: Terms Agreement |
