GE Dealer Floorplan Master Note Trust Series 2006-4 Asset Backed Notes Terms Agreement with Underwriters
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Summary
This agreement, dated October 31, 2006, is between CDF Funding, Inc., General Electric Capital Corporation, and several underwriters including Merrill Lynch, J.P. Morgan, and others. It sets the terms for the sale and purchase of Series 2006-4 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 obligations of each underwriter. The agreement is governed by the terms of a previously executed Underwriting Agreement.
EX-1.2 3 y26214k2exv1w2.htm EX-1.2: SERIES 2006-4 TERMS AGREEMENT EX-1.2
Exhibit 1.2
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2006-4)
(SERIES 2006-4)
Dated: October 31, 2006
To: | CDF Funding, Inc. | |
| General Electric Capital Corporation | ||
Re: | Underwriting Agreement, dated October 26, 2006 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 2006-4 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Principal | Final | |||||||||||
| Class | Amount | Interest Rate | Maturity Date | |||||||||
A | $ | 1,193,750,000 | One month LIBOR plus 0.01% per year | October 20, 2011 | ||||||||
B | $ | 43,750,000 | One month LIBOR plus 0.12% per year | October 20, 2011 | ||||||||
C | $ | 12,500,000 | One month LIBOR plus 0.35% per year | October 20, 2011 | ||||||||
| 2006-4 Terms Agreement |
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 | $ | 418,875,000 | |||||
| B | $ | 21,875,000 | ||||||
| C | $ | 6,250,000 | ||||||
J.P. Morgan Securities Inc. | A | $ | 418,875,000 | |||||
| B | $ | 21,875,000 | ||||||
| C | $ | 6,250,000 | ||||||
Banc of America Securities LLC | A | $ | 77,500,000 | |||||
| B | $ | 0 | ||||||
| C | $ | 0 | ||||||
Deutsche Bank Securities Inc. | A | $ | 77,500,000 | |||||
| B | $ | 0 | ||||||
| C | $ | 0 | ||||||
Greenwich Capital Markets, Inc. | A | $ | 77,500,000 | |||||
| B | $ | 0 | ||||||
| C | $ | 0 | ||||||
Morgan Stanley & Co. Incorporated | A | $ | 77,500,000 | |||||
| B | $ | 0 | ||||||
| C | $ | 0 | ||||||
CastleOak Securities, L.P. | A | $ | 23,000,000 | |||||
| B | $ | 0 | ||||||
| C | $ | 0 | ||||||
The Williams Capital Group, L.P. | A | $ | 23,000,000 | |||||
| B | $ | 0 | ||||||
| C | $ | 0 | ||||||
| 2 | 2006-4 Terms Agreement |
3. Underwriting Liability
| Underwriting Liability | Class A | Class B | Class C | |||||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 418,875,000 | $ | 21,875,000 | $ | 6,250,000 | ||||||
J.P. Morgan Securities Inc. | 418,875,000 | 21,875,000 | 6,250,000 | |||||||||
Banc of America Securities LLC | 77,500,000 | 0 | 0 | |||||||||
Deutsche Bank Securities Inc. | 77,500,000 | 0 | 0 | |||||||||
Greenwich Capital Markets, Inc. | 77,500,000 | 0 | 0 | |||||||||
Morgan Stanley & Co. Incorporated | 77,500,000 | 0 | 0 | |||||||||
CastleOak Securities, L.P. | 23,000,000 | 0 | 0 | |||||||||
The Williams Capital Group, L.P. | 23,000,000 | 0 | 0 | |||||||||
Total Amount | $ | 1,193,750,000 | $ | 43,750,000 | $ | 12,500,000 | ||||||
4. Purchase Price, Discounts and Concessions
| Class A | Class B | Class C | ||||||||||
Gross Purchase Price | 100 | % | 100 | % | 100 | % | ||||||
Underwriting Discount | 0.125 | % | 0.220 | % | 0.290 | % | ||||||
Net Purchase Price | 99.875 | % | 99.780 | % | 99.710 | % | ||||||
Maximum Dealer Selling Concessions | 0.0750 | % | 0.1320 | % | 0.1740 | % | ||||||
Maximum Dealer Reallowance Discounts | 0.0375 | % | 0.0660 | % | 0.0870 | % | ||||||
5. Time of Sale
12:05 p.m. (New York City time) on October 31, 2006 (the time the first Contract of Sale was entered into as designated by the Representatives).
| 3 | 2006-4 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.
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as a Representative | ||||||
| By: | /s/ Lisa Waller | |||||
| Name: Lisa Waller Title: Vice President | ||||||
| J.P. MORGAN SECURITIES INC., as a Representative | ||||||
| By: | /s/ John Cho | |||||
| Name: John Cho | ||||||
| Title: Managing Director | ||||||
For themselves and as representatives of the other several Underwriters named in this Terms Agreement.
| S-1 | 2006-4 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/ Margaret Fritz | |||||
| Name: Margaret Fritz | ||||||
| Title: Attorney-in-Fact | ||||||
| S-2 | 2006-4 Terms Agreement |
