Attached files
| file | filename |
|---|---|
| 8-K - Wells Fargo Dealer Floorplan Master Note Trust | v230818_8k.htm |
| EX-1.1 - Wells Fargo Dealer Floorplan Master Note Trust | v230818_ex1-1.htm |
| EX-4.1 - Wells Fargo Dealer Floorplan Master Note Trust | v230818_ex4-1.htm |
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
(SERIES 2011-1)
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Dated:
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August 3, 2011
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To:
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CDF Funding, Inc.
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General Electric Capital Corporation
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Re:
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Underwriting Agreement, dated August 3, 2011, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein
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1.
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Offered Notes.
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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 2011-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
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Class
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Principal
Amount
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Interest Rate
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Final
Maturity Date
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A
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$400,000,000
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One month LIBOR plus 0.60% per year
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July 20, 2016
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2.
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Underwriters
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The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
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Underwriter
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Class Purchased
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$ Purchased
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
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A
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$158,000,000.00
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Barclays Capital Inc.
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A
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$158,000,000.00
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Credit Suisse Securities (USA) LLC
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A
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$28,000,000.00
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RBS Securities Inc.
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A
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$28,000,000.00
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Loop Capital Markets, LLC
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A
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$28,000,000.00
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3. Underwriting Allotment
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Underwriting Allotment
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Class A
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Merrill Lynch, Pierce, Fenner &
Smith Incorporated
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$158,000,000.00
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Barclays Capital Inc.
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$158,000,000.00
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Credit Suisse Securities (USA) LLC
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$28,000,000.00
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RBS Securities Inc.
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$28,000,000.00
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Loop Capital Markets, LLC
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$28,000,000.00
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Total Amount
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$400,000,000.00
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4. Purchase Price, Discounts and Concessions
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Class A
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Gross Purchase Price
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100.00%
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Underwriting Discount
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0.260%
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Net Purchase Price
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99.740%
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Maximum Dealer Selling Concessions
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0.156%
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Maximum Dealer Reallowance Discounts
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0.078%
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5. Date of Sale
August 3, 2011 (the date the first Contract of Sale was entered into as designated by the Representatives).
GEDFMNT 2011-1: Terms Agreement
S-2
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.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
for itself and as a Representative
By:/s/ Benjamin Merrill
Name: Benjamin Merrill
Title: Director
Name: Benjamin Merrill
Title: Director
BARCLAYS CAPITAL INC.,
for itself and as a Representative
By:/s/ Diane Rinnovatore
Name: Diane Rinnovatore
Title: Managing Director
Name: Diane Rinnovatore
Title: Managing Director
GEDFMNT 2011-1: Terms Agreement
S-3
Accepted and Agreed:
CDF FUNDING, INC.
By: /s/ John E. Peak
Name: John E. Peak
Title: Vice President
Name: John E. Peak
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Thomas A. Davidson
Name: Thomas A. Davidson
Title: Attorney-in-Fact
Name: Thomas A. Davidson
Title: Attorney-in-Fact
GEDFMNT 2011-1: Terms Agreement
S-4