GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2012-1)
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2012-1)
Dated: February 14, 2012
| To: | CDF Funding, Inc. |
| General Electric Capital Corporation | |
| Re: | Underwriting Agreement, dated February 14, 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 2012-1 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 0.57% per year | February 21, 2017 | |||||||||
| 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 | ||||||
| Credit Suisse Securities (USA) LLC | A | $ | 300,000,000 | |||||
| Citigroup Global Markets Inc. | A | $ | 300,000,000 | |||||
| J.P. Morgan Securities LLC | A | $ | 37,500,000 | |||||
| RBC Capital Markets, LLC | A | $ | 37,500,000 | |||||
| SG Americas Securities, LLC | A | $ | 37,500,000 | |||||
| Mischler Financial Group, Inc. | A | $ | 37,500,000 | |||||
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | |||
| Credit Suisse Securities (USA) LLC | $ | 300,000,000 | ||
| Citigroup Global Markets Inc. | $ | 300,000,000 | ||
| J.P. Morgan Securities LLC | $ | 37,500,000 | ||
| RBC Capital Markets, LLC | $ | 37,500,000 | ||
| SG Americas Securities, LLC | $ | 37,500,000 | ||
| Mischler Financial Group, Inc. | $ | 37,500,000 | ||
| Total Amount | $ | 750,000,000.00 | ||
| 4. | Purchase Price, Discounts and Concessions |
| Class A | ||||
| Gross Purchase Price | 100.00 | % | ||
| Underwriting Discount | 0.260 | % | ||
| Net Purchase Price | 99.740 | % | ||
| Maximum Dealer Selling Concessions | 0.156 | % | ||
| Maximum Dealer Reallowance Discounts | 0.078 | % | ||
| 5. | Date of Sale |
February 14, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).
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.
| CREDIT SUISSE SECURITIES (USA) LLC, | |
| for itself and as a Representative | |
| By: | /s/ Ann Tran |
| Name: | Ann Tran |
| Title: | Director |
| CITIGROUP GLOBAL MARKETS INC., | |
| for itself and as a Representative | |
| By: | /s/ David Mandel |
| Name: | David Mandel |
| Title: | Director |
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 Davidson | |
| Name: Thomas Davidson | ||
| Title: Attorney-in-Fact | ||
