Exhibit 1.3
CDF FINANCING, L.L.C.
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
Asset Backed Certificates
TERMS AGREEMENT
April 8, 2003
To: CDF Financing, L.L.C.
Re: Underwriting Agreement dated April 8, 2003 (the "Standard Terms" and,
together with this Terms Agreement, the "Agreement").
Series Designation: Series 2003-2.
Terms of the Series 2003-2 Certificates: Distribution Financial
Services Floorplan Master Trust, Asset Backed Certificates, Series 2003-2 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 333-84458.
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, 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 "A2" by Moody's.
Terms of Sale of Offered Certificates: The Transferor agrees to sell to
Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Inc., Banc One Capital
Markets, Inc., Citigroup Global Markets Inc. (formerly known as Xxxxxxx Xxxxx
Xxxxxx Inc.) (the "Underwriters") and the Underwriters each agree, severally and
not jointly, to purchase from the Transferor 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.
Closing Date: 10:00 A.M., New York time, on or about April 15, 2003. On
the Closing Date, the Transferor will deliver the Offered Certificates to the
Underwriters against payment therefor.
Underwriter-Provided Information: The Transferor and CDF 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 8, 2003 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.
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, CDF Financing, L.L.C. and GE Commercial
Distribution Finance Corporation.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Director
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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:
CDF FINANCING, L.L.C.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Manager
GE COMMERCIAL DISTRIBUTION
FINANCE CORPORATION
By: /s/ Xxxxxx X. Bay
-----------------
Name: Xxxxxx X. Bay
Title: Attesting Secretary
Schedule 1
APPROXIMATE APPROXIMATE APPROXIMATE APPROXIMATE
AMOUNT AMOUNT AMOUNT AMOUNT
UNDERWRITTEN UNDERWRITTEN BY UNDERWRITTEN UNDERWRITTEN
INITIAL PURCHASE BY DEUTSCHE X.X. XXXXXX BY BANC ONE BY CITIGROUP
PRINCIPAL PRICE BANK SECURITIES CAPITAL GLOBAL
CLASS INTEREST RATE AMOUNT (1) PERCENTAGE SECURITIES INC. INC. MARKETS, INC. MARKETS INC.
----- ------------- --------- ---------- --------------- --------------- ------------- -------------
Class A LIBOR plus 0.10% $ 955,000,000 99.825% $ 311,000,000 $ 311,000,000 $ 166,500,000 $ 166,500,000
Class B LIBOR plus 0.47% $ 30,000,000 99.800% $ 15,000,000 $ 15,000,000 $ 0 $ 0
------------- ------------- ------------- ------------- -------------
Total $ 985,000,000 $ 326,000,000 $ 326,000,000 $ 166,500,000 $ 166,500,000
============= ============= ============= ============= =============
(1) Approximate.
