Exhibit 4(l)

                                  CONFIRMATION

Date:                               September 25, 2003

To:                                 GE Commercial Equipment Financing, LLC,
                                    Series 2003-1 ("Party A")

Attention:                          Manager, Conduit Administration

From:                               Deutsche Bank, New York Branch ("Party B")

Transaction Reference Number: N258123N

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 September 25, 2003, 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 September 25, 2003, between Party A and JPMorgan
Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement,
dated as of September 25, 2003, 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:                CMT Rate Swap

Notional Amount:                    With respect to any Interest Accrual Period,
                                    the product of (i) the aggregate Loan Value
                                    of Loans that bear interest based on a
                                    one-year constant treasury maturity index
                                    (the "CMT Rate Loans") as of the beginning
                                    of the calendar month in which the Interest
                                    Accrual 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 Interest Accrual Period commences;
                                    divided by (b) the Pool Balance as of the

                                       1

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                                    beginning of the calendar month in which the
                                    Interest Accrual Period commenced and (y)
                                    1.0. The Notional Amount for the first
                                    Interest Accrual Period is USD 30,771,522.

Trade Date:                         September 19, 2003

Effective Date:                     September 25, 2003

Termination                         Date: The earlier of (i) the Payment Date
                                    occurring in November 2011; (ii) the Payment
                                    Date on which the aggregate outstanding Loan
                                    Values of the CMT Rate 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 Interest Accrual Period.

Calculation Period:                 Initially, the period from and including
                                    September 25, 2003 to but excluding, October
                                    20, 2003, and for each period thereafter,
                                    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 and London

Party A Floating Rate Amounts:

     Party A Floating Rate Payer:   Party A

     Party A Floating Rate Payer
     Payment Date:                  Each Payment Date

     Party A Floating Rate Payer
     Period End Dates:              Last day of each Interest Accrual Period,
                                    subject to adjustment in accordance with the
                                    Following Business Date Convention.

     Party A Floating Rate:         CMT Rate

                                    "CMT Rate" means with respect to any
                                    Interest Accrual Period, a rate based upon
                                    the one-year constant treasury maturity
                                    index applicable to the CMT Loans as
                                    determined by Party A.

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     Spread:                        20bps (.20%) per annum

     Party A Floating Rate Day
       Count Fraction:              30/360

LIBOR Floating Rate Amounts:

     LIBOR Floating Rate Payer:     Party B

     LIBOR Floating Rate Payer
     Payment Dates:                 Each Payment Date

     LIBOR Floating Rate Payer
     Period End Dates:              The last day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     Reset Date:                    The first day of each Interest Accrual
                                    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 B

Account Details

          Payments to Party A: To be provided in written instructions.

          Payments to Party B: To be provided in written instructions.

         (a) Other Provisions:

         In the event that there is a purchase by CEF Equipment Holdings, L.L.C.
of all Loans owned by Party A pursuant to Section 6.1 of the Servicing
Agreement, Party A shall assign all of its rights and obligations hereunder to
General Electric Capital Sevices, Inc.

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     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.

                                         DEUTSCHE BANK AG, NEW YORK BRANCH

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

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Accepted and confirmed as of
the date first above written:

GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1
By: CEF Equipment Holding, L.L.C.
    its Managing Member

By: _____________________________________
    Name:
    Title: