GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2012-4)
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2012-4)
Dated: November 1, 2012
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated November 1, 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 2012-4 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 0.44% per year | October 20, 2017 | ||||||
| B | $ | 12,632,000 | One month LIBOR plus 0.70% per year | October 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
RBC Capital Markets, LLC
Barclays Capital Inc.
CastleOak Securities, L.P.
Mizuho Securities USA Inc. |
| 1 | GEDFMNT 2012-4: Terms Agreement |
| Class B Underwriters
RBC Capital Markets, LLC
Barclays Capital Inc.
CastleOak Securities, L.P.
Mizuho Securities USA Inc. |
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | Class B | ||||||
| RBC Capital Markets, LLC | $ | 240,000,000 | $ | 5,053,000 | ||||
| Barclays Capital Inc. | $ | 240,000,000 | $ | 5,053,000 | ||||
| CastleOak Securities, L.P. | $ | 60,000,000 | $ | 1,263,000 | ||||
| Mizuho Securities USA Inc. | $ | 60,000,000 | $ | 1,263,000 | ||||
| Total Amount | $ | 600,000,000 | $ | 12,632,000 | ||||
| 4. | Purchase Price, Discounts and Concessions |
| Class A | Class B | |||||||
| Gross Purchase Price | 100 | % | 100 | % | ||||
| Underwriting Discount | 0.25 | % | 0.25 | % | ||||
| Net Purchase Price | 99.75 | % | 99.75 | % | ||||
| Maximum Dealer Selling Concessions | 0.150 | % | 0.150 | % | ||||
| Maximum Dealer Reallowance Discounts | 0.075 | % | 0.075 | % | ||||
| 5. | Date of Sale |
November 1, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).
| 2 | GEDFMNT 2012-4: 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.
| RBC CAPITAL MARKETS, LLC | ||
| for itself and as a Representative | ||
| By: | /s/ Giuseppe Pagano | |
| Name: Giuseppe Pagano | ||
| Title: Authorized Signatory | ||
| BARCLAYS CAPITAL INC., | ||
| for itself and as a Representative | ||
| By: | /s/ Martin Attea | |
| Name: Martin Attea | ||
| Title: Managing Director | ||
| S-1 | GEDFMNT 2012-4: 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 2012-4: Terms Agreement |
