GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2007-1)
Exhibit 1.2
GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES
(SERIES 2007-1)
Dated: April 19, 2007
General Electric Capital Corporation
Re: |
Underwriting Agreement, dated April 19, 2007 among CDF Funding, Inc., General Electric Capital Corporation and the Representative 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 2007-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
Class |
|
Principal Amount |
|
Interest Rate |
|
Final
|
|
|
A |
|
$ |
962,500,000 |
|
One month LIBOR plus 0.04% per year |
|
April 21, 2014 |
|
B |
|
$ |
27,500,000 |
|
One month LIBOR plus 0.20% per year |
|
April 21, 2014 |
|
C |
|
$ |
10,000,000 |
|
One month LIBOR plus 0.40% per year |
|
April 21, 2014 |
|
|
|
2007-1 Terms Agreement |
2. |
Underwriters |
The Underwriter named below is the only “Underwriter” for the purpose of this Terms Agreement and for the Underwriting Agreement.
Underwriter |
|
Class Purchased |
|
$ Purchased |
| |
Wachovia Securities International Limited |
|
A |
|
$ |
962,500,000 |
|
|
B |
|
$ |
27,500,000 |
| |
|
C |
|
$ |
10,000,000 |
|
3. |
Underwriting Liability |
Underwriting Liability |
|
Class A |
|
Class B |
|
Class C |
|
Wachovia Securities International Limited |
|
$962,500,000 |
|
$27,500,000 |
|
$10,000,000 |
|
Total Amount |
|
$962,500,000 |
|
$27,500,000 |
|
$10,000,000 |
|
4. |
Purchase Price, Discounts and Concessions |
|
|
Class A |
|
Class B |
|
Class C |
|
Gross Purchase Price |
|
100% |
|
100% |
|
100% |
|
Underwriting Discount |
|
0.080% |
|
0.320% |
|
0.420% |
|
Net Purchase Price |
|
99.920% |
|
99.680% |
|
99.580% |
|
Maximum Dealer Selling Concessions |
|
0.0480% |
|
0.1920% |
|
0.2520% |
|
Maximum Dealer Reallowance Discounts |
|
0.0240% |
|
0.0960% |
|
0.1260% |
|
5. |
Time of Sale |
11:49 a.m. (New York City time) on April 19, 2007 (the time the first Contract of Sale was entered into as designated by the Representative).
|
2 |
2007-1 Terms Agreement |
The Underwriter agrees to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.
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|
WACHOVIA SECURITIES INTERNATIONAL LIMITED | |
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|
By: |
|
|
|
|
Name: Xxxx XxXxxxxxx |
For itself and as the Underwriter named in this Terms Agreement.
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S-1 |
2007-1 Terms Agreement |
Accepted and Agreed: |
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By: |
/s/ XXXX X. PEAK |
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Name: Xxxx X. Peak |
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General Electric Capital Corporation |
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By: |
/s/ XXXXXXXX XXXXX |
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Name: Xxxxxxxx Xxxxx |
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S-2 |
2007-1 Terms Agreement |