GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2012-3)
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 |
