GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2007-2)

EXHIBIT 1.2

GE DEALER FLOORPLAN

MASTER NOTE TRUST ASSET BACKED NOTES

TERMS AGREEMENT

(SERIES 2007-2)

Dated: July 24, 2007

To: CDF Funding, Inc.

General Electric Capital Corporation

Re: Underwriting Agreement, dated July 23, 2007 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 2007-2 Notes that will be issued by GE Dealer Floorplan Master Note Trust.

Class		Principal Amount			Interest Rate		Final Maturity Date
A		$	970,000,000		One month LIBOR plus 0.01% per year		July 20, 2012
B		$	20,000,000		One month LIBOR plus 0.40 % per year		July 20, 2012
C		$	10,000,000		One month LIBOR plus 0.80 % per year		July 20, 2012

 2007-2 Terms Agreement 

2. Underwriters

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

Underwriter		Class Purchased		$ Purchased
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		A		$326,000,000
		B		$10,000,000
		C		$5,000,000
Banc of America Securities LLC		A		$326,000,000
		B		$10,000,000
		C		$5,000,000
Deutsche Bank Securities Inc.		A		$58,000,000
		B		$0
		C		$0
Greenwich Capital Markets, Inc.		A		$58,000,000
		B		$0
		C		$0
X.X. Xxxxxx Securities Inc.		A		$58,000,000
		B		$0
		C		$0
Xxxxxx Xxxxxxx & Co. Incorporated		A		$58,000,000
		B		$0
		C		$0
Wachovia Capital Markets, LLC		A		$58,000,000
		B		$0
		C		$0
Xxxxxxxx Capital Partners, L.P.		A		$14,000,000
		B		$0
		C		$0
The Xxxxxxxx Capital Group, L.P.		A		$14,000,000
		B		$0
		C		$0

2   2007-2 Terms Agreement 

3. Underwriting Liability

Underwriting Liability		Class A			Class B			Class C
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		$	326,000,000		$	10,000,000		$	5,000,000
Banc of America Securities LLC			326,000,000			10,000,000			5,000,000
Deutsche Bank Securities Inc.			58,000,000			0			0
Greenwich Capital Markets, Inc.			58,000,000			0			0
X.X. Xxxxxx Securities Inc.			58,000,000			0			0
Xxxxxx Xxxxxxx & Co. Incorporated			58,000,000			0			0
Wachovia Capital Markets, LLC			58,000,000			0			0
Xxxxxxxx Capital Partners, L.P.			14,000,000			0			0
The Xxxxxxxx Capital Group, L.P.			14,000,000			0			0
Total Amount		$	970,000,000		$	20,000,000		$	10,000,000

4. Purchase Price, Discounts and Concessions

		Class A		Class B		Class C
Gross Purchase Price		100%		100%		100%
Underwriting Discount		0.125%		0.275%		0.325%
Net Purchase Price		99.875%		99.725%		99.675%
Maximum Dealer Selling Concessions		0.0750%		0.1650%		0.1950%
Maximum Dealer Reallowance Discounts		0.0375%		0.0825%		0.0975%

5. Date of Sale

July 24, 2007 (the date the first Contract of Sale was entered into as designated by the Representatives).

3   2007-2 Terms Agreement 

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.

		XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, for itself and as a Representative
		By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
Director			Title:	Director

		BANC OF AMERICA SECURITIES LLC, for itself and as a Representative
		By:	/s/ Xxxxx X. Xxxxxx
			Name:	Xxxxx X. Xxxxxx
			Title:	Managing Director

S-1   2007-2 Terms Agreement 

Accepted and Agreed:

CDF FUNDING, INC.

By:	/s/ Xxxx X. Peak
	Name:	Xxxx X. Peak
	Title:	Vice President

GENERAL ELECTRIC CAPITAL CORPORATION

By:	/s/ Xxxxxxxx Xxxxx
Name:	Xxxxxxxx Xxxxx
Title:	Authorized Signatory

S-2   2007-2 Terms Agreement