GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2012-2)
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2012-2)
Dated: May 9, 2012
| To: | CDF Funding, Inc. |
General Electric Capital Corporation
| Re: | Underwriting Agreement, dated May 9, 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 2012-2 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
| Class | Principal Amount |
Interest Rate | Final Maturity Date | |||
| A | $ 750,000,000 | One month LIBOR plus 0.75% per year | April 22, 2019 |
| 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 | ||||||
| X.X. Xxxxxx Securities LLC | A | $ | 300,000,000 | |||||
| Citigroup Global Markets Inc. | A | $ | 300,000,000 | |||||
| Lloyds Securities Inc. | A | $ | 50,000,000 | |||||
| Mitsubishi UFJ Securities (USA) Inc. | A | $ | 50,000,000 | |||||
| The Xxxxxxxx Capital Group, L.P. | A | $ | 50,000,000 | |||||
| S-1 | GEDFMNT 2012-2: Terms Agreement |
| 3. | Underwriting Allotment |
| Underwriting Allotment | Class A | |||
| X.X. Xxxxxx Securities LLC | $ | 300,000,000 | ||
| Citigroup Global Markets Inc. | $ | 300,000,000 | ||
| Lloyds Securities Inc. | $ | 50,000,000 | ||
| Mitsubishi UFJ Securities (USA) Inc. | $ | 50,000,000 | ||
| The Xxxxxxxx Capital Group, L.P. | $ | 50,000,000 | ||
| Total Amount | $ | 750,000,000.00 | ||
| 4. | Purchase Price, Discounts and Concessions |
| Class A | ||||
| Gross Purchase Price | 100.00 | % | ||
| Underwriting Discount | 0.320 | % | ||
| Net Purchase Price | 99.680 | % | ||
| Maximum Dealer Selling Concessions | 0.192 | % | ||
| Maximum Dealer Reallowance Discounts | 0.096 | % | ||
| 5. | Date of Sale |
May 9, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).
| S-2 | GEDFMNT 2012-2: 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.
| X.X. XXXXXX SECURITIES LLC, | ||
| for itself and as a Representative | ||
| By: | /s/ Xxxx Xxx | |
| Name: | Xxxx Xxx | |
| Title: | Managing Director | |
| CITIGROUP GLOBAL MARKETS INC., | ||
| for itself and as a Representative | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Director | |
| S-3 | GEDFMNT 2012-2: Terms Agreement |
| Accepted and Agreed: | |
| CDF Funding, inc. | |
| By: | /s/ Xxxx X. Peak |
| Name: Xxxx X. Peak | |
| Title: Vice President | |
| General Electric Capital Corporation | |
| By: | /s/ Xxxxxx X. Xxxxxxxx |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Title: Attorney-in-Fact | |
| S-4 | GEDFMNT 2012-2: Terms Agreement |
