CONFIRMATION

Exhibit 4(j)

CONFIRMATION

Date:		November 16, 2004
To:		GE Commercial Equipment Financing LLC, Series 2004-1 (“Party B”)
Attention:		Manager, Conduit Administration
From:		General Electric Capital Services, Inc. (“Party A”)
Transaction Reference Number:		N/A

The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of November 16, 2004, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.

The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of November 16, 2004, between Party A and JPMorgan Chase Bank, N.A., as Indenture Trustee (the “Indenture”) and the Servicing Agreement, dated as of November 16, 2004, between Party A and General Electric Capital Corporation, as Servicer (the “Servicing Agreement”), each as amended or supplemented from time to time.

The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:				Hybrid Rate Swap
Notional Amount:				With respect to any Calculation Period, the product of (i) the aggregate Loan Value of the Hybrid Loans as of the beginning of the calendar month in which the Calculation Period commenced; and (ii) the lesser of (x) the quotient of (a) the Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Calculation Period commences; divided by (b) the Pool Balance as of the beginning of the calendar month in which the Interest Accrual Period commenced and (y) 1.0. The

				Notional Amount for the first Calculation Period is USD 139,869,789.56.
Trade Date:				November 10, 2004
Effective Date:				November 16, 2004
Termination Date:				The earlier of (i) the Payment Date occurring in December 2015; (ii) the Payment Date on which the aggregate outstanding Loan Values of the Hybrid Loans is zero; (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero and (iv) an Early Termination Date.
Payment Date:				One Business Day prior to the last day of each Calculation Period.
Calculation Period:				Initially, the period from and including the Effective Date to but excluding, December 20, 2004, and for each period the reafter, from and including the twentieth day of each calendar month to and excluding the twentieth day of the next calendar month.
Business Day Convention:				Following
Business Day:				New York
Party B Floating Rate Amounts:
		Party B Floating Rate Payer:		Party B
		Party B Floating Rate Payer Payment Date:		Each Payment Date
		Party B Floating Rate Payer Period End Dates:		Last day of each Calculation Period, subject to adjustment in accordance with the Following Business Date Convention.
		Party B Floating Rate:		Hybrid Rate
				“Hybrid Rate” means with respect to any Calculation Period, a rate based upon the weighted average of the interest rate index applicable to the Hybrid Loans as determined by Party B.
				“Hybrid Loan” means each Loan that accrues interest based upon an index that is determined by reference to a floating rate and that is convertible at the option of the Obligor thereunder to a fixed rate based on a benchmark index.
				GECS Hybrid Loan Rate Confirmation

		Spread:		1.45 basis points (0.0145%) per annum
		Party B Floating Rate Day Count Fraction:		Actual/360
LIBOR Floating Rate Amounts:
		LIBOR Floating Rate Payer:		Party A
		LIBOR Floating Rate Payer Payment Dates:		Each Payment Date
		LIBOR Floating Rate Payer Period End Dates:		The last day of each Calculation Period, subject to adjustment in accordance with the Following Business Date Convention.
		Reset Date:		The first day of each Calculation Period, subject to adjustment in accordance with the Following Business Date Convention.
		LIBOR Floating Rate:		USD-LIBOR-BBA
		Designated Maturity:		One month
		Cap Rate:		N/A
		LIBOR Floating Rate Day Count Fraction:		Actual/360
		Compounding:		N/A
		Business Days:		New York
Calculation Agent:				Party A
Account Details
Payments to Party A: To be provided in written instructions.
Payments to Party B: To be provided in written instructions.
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				GECS Hybrid Loan Rate Confirmation

     Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

GENERAL ELECTRIC CAPITAL SERVICES, INC.
 

By:  

Name:  

Title:  

Accepted and confirmed as of
the date first above written:

GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2004-1
By:		CEF Equipment Holding, L.L.C. its Managing Member
By
		Name:
		Title:

GECS Hybrid Loan Rate Confirmation