GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2013-1)

 

Exhibit 1.2

  

GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES

 

TERMS AGREEMENT
(SERIES 2013-1)

 

Dated:     April 24, 2013

 

To:

CDF Funding, Inc.

General Electric Capital Corporation

 

Re:

Underwriting Agreement, dated April 24, 2013, 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 2013-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.

 

Class			Principal Amount				Interest Rate			Final Maturity Date
A			$	500,000,000			One month LIBOR plus 0.40% per year			April 20, 2018

 

2.

Underwriters

 

The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.

 

Class A Underwriters
Barclays Capital Inc.
Mizuho Securities USA Inc.
Credit Agricole Securities (USA) Inc.
▇▇▇▇▇▇▇ Capital Markets, LLC

  

  

3.

Underwriting Allotment

  

Underwriting Allotment		Class A
Barclays Capital Inc.		$	210,000,000
Mizuho Securities USA Inc.		$	210,000,000
Credit Agricole Securities (USA) Inc.		$	50,000,000
▇▇▇▇▇▇▇ Capital Markets, LLC		$	30,000,000
Total Amount		$	500,000,000

 

3.

Purchase Price, Discounts and Concessions

 

		Class A
Gross Purchase Price			100	%
Underwriting Discount			0.250	%
Net Purchase Price			99.750	%
Maximum Dealer Selling Concessions			0.150	%
Maximum Dealer Reallowance Discounts			0.075	%

 

4.

Date of Sale

 

April 24, 2013 (the date the first Contract of Sale was entered into as designated by the Representatives).

 

 

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.

 

	Barclays Capital Inc.,
	for itself and as a Representative
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇▇▇▇▇
	Title:	Managing Director
	Mizuho Securities USA Inc.,
	for itself and as a Representative
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Managing Director Head of Debt Syndicate

  

  

Accepted and Agreed:
CDF Funding, inc.
By:	/s/ ▇▇▇▇ ▇. Peak
Name:	▇▇▇▇ ▇. Peak
Title:	Vice President

  

General Electric Capital Corporation
By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:	Authorized Signatory