GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2011-1)
EX-1.2 3 v230818_ex1-2.htm Unassociated Document
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2011-1)
| Dated: | August 3, 2011 |
To: | CDF Funding, Inc. |
General Electric Capital Corporation
Re: | Underwriting Agreement, dated August 3, 2011, 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 2011-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
Class | Principal Amount | Interest Rate | Final Maturity Date |
A | $400,000,000 | One month LIBOR plus 0.60% per year | July 20, 2016 |
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 |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | A | $158,000,000.00 |
Barclays Capital Inc. | A | $158,000,000.00 |
Credit Suisse Securities (USA) LLC | A | $28,000,000.00 |
RBS Securities Inc. | A | $28,000,000.00 |
Loop Capital Markets, LLC | A | $28,000,000.00 |
3. Underwriting Allotment
Underwriting Allotment | Class A |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | $158,000,000.00 |
Barclays Capital Inc. | $158,000,000.00 |
Credit Suisse Securities (USA) LLC | $28,000,000.00 |
RBS Securities Inc. | $28,000,000.00 |
Loop Capital Markets, LLC | $28,000,000.00 |
Total Amount | $400,000,000.00 |
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
August 3, 2011 (the date the first Contract of Sale was entered into as designated by the Representatives).
GEDFMNT 2011-1: Terms Agreement
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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/ Benjamin Merrill
Name: Benjamin Merrill
Title: Director
Name: Benjamin Merrill
Title: Director
BARCLAYS CAPITAL INC.,
for itself and as a Representative
By:/s/ Diane Rinnovatore
Name: Diane Rinnovatore
Title: Managing Director
Name: Diane Rinnovatore
Title: Managing Director
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Accepted and Agreed:
CDF FUNDING, INC.
By: /s/ John E. Peak
Name: John E. Peak
Title: Vice President
Name: John E. Peak
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Thomas A. Davidson
Name: Thomas A. Davidson
Title: Attorney-in-Fact
Name: Thomas A. Davidson
Title: Attorney-in-Fact
GEDFMNT 2011-1: Terms Agreement
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