GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2009-1)
Exhibit 1.2
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
MASTER NOTE TRUST ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2009-1)
(SERIES 2009-1)
| Dated: August 5, 2009 | ||
To:
|
CDF Funding, Inc. | |
| General Electric Capital Corporation | ||
Re:
|
Underwriting Agreement, dated August 5, 2009, among CDF Funding, Inc., | |
| General Electric Capital Corporation and the Underwriter 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 2009-1 Notes that will be issued by GE Dealer
Floorplan Master Note Trust.
| Final | ||||||||
| Class | Principal Amount | Interest Rate | Maturity Date | |||||
A
|
$ | 500,000,000 | One month LIBOR plus 1.68% per year | July 21, 2014 | ||||
2. Underwriter
The Underwriter named below is the “Underwriter” for the purpose of this Terms Agreement and
for the Underwriting Agreement.
| Underwriter | Class Purchased | $ Purchased | ||||||
Banc of America Securities LLC |
A | $ | 500,000,000 | |||||
3. Underwriting Liability
| Underwriting Liability | Class A | |||
Banc of America Securities LLC |
$ | 500,000,000 | ||
Total Amount |
$ | 500,000,000 | ||
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4. Purchase Price, Discounts and Concessions
| Class A | ||||
Gross Purchase Price |
100 | % | ||
Underwriting Discount |
0.300 | % | ||
Net Purchase Price |
99.700 | % | ||
Maximum Dealer Selling Concessions |
0.180 | % | ||
Maximum Dealer Reallowance Discounts |
0.090 | % | ||
5. Date of Sale
August 5, 2009 (the date the first Contract of Sale was entered into as designated by the
Underwriter).
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The Underwriter agrees to purchase the Offered Notes subject to the terms and provisions of
this Terms Agreement and the Underwriting Agreement.
| BANC OF AMERICA SECURITIES LLC, as Underwriter |
||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
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| 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: | Authorized Signatory | |||
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