GE Dealer Floorplan Master Note Trust Asset Backed Notes Terms Agreement (Series 2012-2) among CDF Funding, Inc., General Electric Capital Corporation, and Underwriters
This agreement, dated May 9, 2012, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters including J.P. Morgan Securities LLC and Citigroup Global Markets Inc. It sets the terms for the sale and purchase of $750 million in Series 2012-2 asset-backed notes issued by the GE Dealer Floorplan Master Note Trust. The agreement outlines the purchase amounts, interest rate, maturity date, and underwriting discounts. The underwriters agree to buy the notes under the terms specified, with the transaction governed by an incorporated Underwriting Agreement.
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2012-2)
Dated: May 9, 2012
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated May 9, 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 2012-2 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class | Principal Amount | Interest Rate | Final Maturity Date | |||
| A | $ 750,000,000 | One month LIBOR plus 0.75% per year | April 22, 2019 |
| 2. | Underwriters |
The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
| Underwriter | Class Purchased | $ Purchased | ||||||
| J.P. Morgan Securities LLC | A | $ | 300,000,000 | |||||
| Citigroup Global Markets Inc. | A | $ | 300,000,000 | |||||
| Lloyds Securities Inc. | A | $ | 50,000,000 | |||||
| Mitsubishi UFJ Securities (USA) Inc. | A | $ | 50,000,000 | |||||
| The Williams Capital Group, L.P. | A | $ | 50,000,000 | |||||
| S-1 | GEDFMNT 2012-2: Terms Agreement |
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | |||
| J.P. Morgan Securities LLC | $ | 300,000,000 | ||
| Citigroup Global Markets Inc. | $ | 300,000,000 | ||
| Lloyds Securities Inc. | $ | 50,000,000 | ||
| Mitsubishi UFJ Securities (USA) Inc. | $ | 50,000,000 | ||
| The Williams Capital Group, L.P. | $ | 50,000,000 | ||
| Total Amount | $ | 750,000,000.00 | ||
| 4. | Purchase Price, Discounts and Concessions |
| Class A | ||||
| Gross Purchase Price | 100.00 | % | ||
| Underwriting Discount | 0.320 | % | ||
| Net Purchase Price | 99.680 | % | ||
| Maximum Dealer Selling Concessions | 0.192 | % | ||
| Maximum Dealer Reallowance Discounts | 0.096 | % | ||
| 5. | Date of Sale |
May 9, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).
| S-2 | GEDFMNT 2012-2: 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.
| J.P. MORGAN SECURITIES LLC, | ||
| for itself and as a Representative | ||
| By: | /s/ John Cho | |
| Name: | John Cho | |
| Title: | Managing Director | |
| CITIGROUP GLOBAL MARKETS INC., | ||
| for itself and as a Representative | ||
| By: | /s/ John Siris | |
| Name: | John Siris | |
| Title: | Director | |
| S-3 | GEDFMNT 2012-2: 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: Title: Attorney-in-Fact | |
| S-4 | GEDFMNT 2012-2: Terms Agreement |
