Exhibit No

Exhibit 1.2

GE DEALER FLOORPLAN
MASTER NOTE TRUST ASSET BACKED NOTES

TERMS AGREEMENT
(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

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).

     The Underwriter agrees to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.