EXHIBIT 1.2
EXECUTION
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
Asset Backed Certificates
TERMS AGREEMENT
April 20, 2000
To: Deutsche Floorplan Receivables, L.P.
Re: Underwriting Agreement dated April 20, 2000 (the "Standard Terms," and
together with this Terms Agreement, the "Agreement").
Series Designation: Series 2000-1.
Terms of the Series 2000-1 Certificates: Distribution Financial Services
Floorplan Master Trust, Asset Backed Certificates, Series 2000-1 Class A, Class
B and Class C (the "Certificates") will evidence beneficial ownership interests
in a pool of Receivables having the characteristics described in the Prospectus
Supplement dated the date hereof. Only the Class A and Class B Certificates
(collectively, the "Offered Certificates") are being sold pursuant to the terms
hereof.
Registration Statement: File Number 333-74457.
Certificate Ratings: It is a condition of closing that at the Closing
Date the Class A Certificates be rated "AAA" by each of Standard & Poor's Rating
Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and Fitch IBCA,
Inc. ("Fitch") and "Aaa" by Xxxxx'x Investors Services Inc. ("Moody's") and that
the Class B Certificates be rated "A" by each of S&P and Fitch and "A2" by
Moody's.
Terms of Sale of Offered Certificates: The Seller agrees to sell to
Deutsche Bank Securities Inc., Banc of America Securities LLC, Banc One Capital
Markets, Inc. and X.X. Xxxxxx Securities Inc. (the "Underwriters") and the
Underwriters each agree, severally and not jointly, to purchase from the Seller
the Offered Certificates in the principal amounts and prices set forth beneath
their respective names on Schedule 1. The purchase price for each class of the
Offered Certificates shall be the applicable Purchase Price Percentage set forth
in Schedule 1 multiplied by the applicable principal amount.
Cut-off Date: April 1, 2000.
Closing Date: 10:00 A.M., New York time, on or about April 27, 2000. On
the Closing Date, the Seller will deliver the Offered Certificates to the
Underwriters against payment therefor.
Underwriter-Provided Information: The Seller and DFS each acknowledge
and agree that the information set forth in (i) the two tables immediately
following the first paragraph under the caption "Underwriting" in the Prospectus
Supplement dated April 20, 2000 and (ii) the second, third and fourth paragraphs
under such caption in such Prospectus Supplement, as such information relates to
the Certificates, constitute the only information furnished in writing by or on
behalf of the Underwriters for inclusion in the Registration Statement, the
Prospectus or the Prospectus Supplement, and the Underwriters confirm that such
statements are correct.
Incorporation of the Standard Terms: Each of the provisions of the
Standard Terms is incorporated herein by reference in its entirety and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein and each of the representations and
warranties set forth therein shall be deemed to have been made on and as of the
date of this Terms Agreement, and the Standard Terms and this Terms Agreement
shall be construed as, together, one and the same agreement. Without limiting
the foregoing, Sections 14 through 17 of the Standard Terms are incorporated
herein by reference in their entirety.
2
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement among the Underwriters, Deutsche Floorplan Receivables, L.P. and
Deutsche Financial Services Corporation.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Acting on behalf of itself and as
the Representative of the
Underwriters named herein.
Accepted in New York, New York,
as of the date hereof:
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
By: Deutsche Floorplan Receivables, Inc.,
its general partner
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
Schedule 1
----------
Approximate Approximate Approximate
Amount Amount Amount Approximate
Underwritten by Underwritten by Underwritten Amount
Initial Purchase Deutsche Banc of by Banc One Underwritten
Interest Principal Price Bank America Capital by X.X. Xxxxxx
Class Rate Amount (1) Percentage Securities Inc. Securities LLC Markets, Inc. Securities Inc.
----- ---- ----------- ---------- --------------- --------------- ------------- ---------------
Class A LIBOR $1,193,750,000 99.775% $830,000,000 $100,000,000 $163,750,000 $100,000,000
plus 0.17%
Class B LIBOR $37,500,000 99.725% $9,375,000 $9,375,000 $9,375,000 $9,375,000
plus 0.44%
-------------- -------------- ------------ ------------ ------------
Total $1,231,250,000 $839,375,000 $109,375,000 $173,125,000 $109,375,000
(1) Approximate.
