GE Dealer Floorplan Master Note Trust Asset Backed Notes Terms Agreement (Series 2012-4) among CDF Funding, Inc., General Electric Capital Corporation, and Underwriters
This agreement, dated November 1, 2012, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters, including RBC Capital Markets, Barclays Capital, CastleOak Securities, and Mizuho Securities. It sets the terms for the sale and purchase of Series 2012-4 asset-backed notes issued by GE Dealer Floorplan Master Note Trust. The agreement details the classes, amounts, interest rates, purchase prices, and underwriting discounts for the notes, as well as the allocation among underwriters. The underwriters agree to purchase the notes under the specified terms.
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 |
