GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2012-1)

Exhibit 1.2

GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES

TERMS AGREEMENT

(SERIES 2012-1)

Dated:    February 14, 2012

To:	CDF Funding, Inc.
	General Electric Capital Corporation
Re:	Underwriting Agreement, dated February 14, 2012, 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 2012-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.

Class

Principal Amount

Interest Rate

Final Maturity Date

A

$750,000,000

One month LIBOR plus 0.57% per year

February 21, 2017

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
Credit Suisse Securities (USA) LLC			A			$	300,000,000
Citigroup Global Markets Inc.			A			$	300,000,000
X.X. Xxxxxx Securities LLC			A			$	37,500,000
RBC Capital Markets, LLC			A			$	37,500,000
SG Americas Securities, LLC			A			$	37,500,000
Xxxxxxxx Financial Group, Inc.			A			$	37,500,000

3. Underwriting Allotment

Underwriting Allotment		Class A
Credit Suisse Securities (USA) LLC		$	300,000,000
Citigroup Global Markets Inc.		$	300,000,000
X.X. Xxxxxx Securities LLC		$	37,500,000
RBC Capital Markets, LLC		$	37,500,000
SG Americas Securities, LLC		$	37,500,000
Xxxxxxxx Financial Group, Inc.		$	37,500,000
Total Amount		$	750,000,000.00

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

February 14, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).

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.

CREDIT SUISSE SECURITIES (USA) LLC,
for itself and as a Representative
By:	/s/ Xxx Xxxx
Name:	Xxx Xxxx
Title:	Director

CITIGROUP GLOBAL MARKETS INC.,
for itself and as a Representative
By:	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	Director

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 Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title:   Attorney-in-Fact