GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2011-1)

Exhibit 1.2

GE DEALER FLOORPLAN MASTER NOTE TRUST

ASSET BACKED NOTES

TERMS AGREEMENT

(SERIES 2011-1)

Dated: August 3, 2011

To: CDF Funding, Inc.

General Electric Capital Corporation

Re: Underwriting Agreement, dated August 3, 2011, 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 2011-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.

Class	Principal Amount	Interest Rate	Final Maturity Date
A	$400,000,000	One month LIBOR plus 0.60% per year	July 20, 2016

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	$158,000,000.00
Barclays Capital Inc.	A	$158,000,000.00
Credit Suisse Securities (USA) LLC	A	$28,000,000.00
RBS Securities Inc.	A	$28,000,000.00
Loop Capital Markets, LLC	A	$28,000,000.00

3.           Underwriting Allotment

Underwriting Allotment	Class A
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated	$158,000,000.00
Barclays Capital Inc.	$158,000,000.00
Credit Suisse Securities (USA) LLC	$28,000,000.00
RBS Securities Inc.	$28,000,000.00
Loop Capital Markets, LLC	$28,000,000.00
Total Amount	$400,000,000.00

4.           Purchase Price, Discounts and Concessions

	Class A
Gross Purchase Price	100.00%
Underwriting Discount	0.260%
Net Purchase Price	99.740%
Maximum Dealer Selling Concessions	0.156%
Maximum Dealer Reallowance Discounts	0.078%

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

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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/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Director

BARCLAYS CAPITAL INC.,

for itself and as a Representative

By:/s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Managing Director

GEDFMNT 2011-1: Terms Agreement

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Accepted and Agreed:

CDF FUNDING, INC.

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

GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact

GEDFMNT 2011-1: Terms Agreement

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