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                                                                    EXHIBIT 4(b)

                                                               EXECUTION VERSION

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2004-1

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                             Dated November 16, 2004

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              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2004-1

            LIMITED LIABILITY COMPANY AGREEMENT dated as of November 16, 2004,
adopted by CEF Equipment Holding, L.L.C., as a member (the "Initial Member").

                              Preliminary Statement

            The Initial Member desires to form a limited liability company under
the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of
the Delaware Code), as amended from time to time (the "Act").

            Accordingly, the Initial Member hereby adopts the following as the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act.

                                   ARTICLE I

            SECTION 1.1 Definitions. Capitalized terms used in this Agreement
and not otherwise defined herein shall have the meanings assigned to such terms
in the "Definitions Addendum" attached to this Agreement and incorporated herein
and shall otherwise have the meanings assigned to such terms in the Act.

                                   ARTICLE II

            SECTION 2.1 Formation. The Company was formed as a limited liability
company pursuant to the provisions of the Act on September 27, 2004 by entry
into this Agreement and by the filing of the Certificate of Formation with the
office of the Secretary of State of Delaware. The Initial Member hereby adopts,
confirms and ratifies said Certificate of Formation and all acts taken in
connection therewith. William Malpica is hereby designated as an "authorized
person" within the meaning of the Act, and has executed, delivered and filed the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware. Upon the filing of the Certificate of Formation with the Secretary
of State of the State of Delaware, his powers as an "authorized person" ceased,
and the Member thereupon became the designated "authorized person" and shall
continue as the designated "authorized person" within the meaning of the Act.
The Member shall execute, deliver and file any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business any other jurisdiction in which the Company may wish to conduct
business. The existence of the Company as a separate legal entity shall continue
until cancellation of the Certificate of Formation as provided in the Act.

                                  ARTICLE III

            SECTION 3.1 Name. The name of the Company is GE Commercial Equipment
Financing LLC, Series 2004-1.

                                                            Issuer LLC Agreement

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                                   ARTICLE IV

            SECTION 4.1 Purpose and Limitations on Activities. The Company shall
limit its purposes and activities to (i) the issuance and sale of Membership
Interests, on the terms and conditions set forth herein; (ii) acquiring (through
purchase or otherwise) from CEF Equipment Holding, L.L.C. or any of its
subsidiaries or affiliates (collectively, the "Seller"), holding, servicing,
transferring and pledging equipment loan and lease receivables, mortgage loans
and receivables and any related rights, documents, assets, and interests
("Assets"); (iii) entering into any agreement providing for the acquisition,
sale, financing, servicing, hedging or transfer of the Assets or interests in
the Assets; (iv) retaining or reacquiring an interest in the Assets; (v) lending
or otherwise investing proceeds from Assets and any other income; and (vi) any
purposes and activities necessary, convenient or incidental to the conduct,
promotion or attainment of the business purposes and activities of the Company
as set forth in clauses (i) through (v) above.

Provided that, in connection with the permitted activities specified above, the
purpose and activities of the Company shall be further limited as follows:

      (vii) the Company may only hold (a) financial assets (as that term is
defined within Statement of Financial Accounting Standards No. 140 and related
Generally Accepted Accounting Principles, as amended) transferred to it from the
Seller (the "Transferred Assets"), (b) cash obtained from collections of the
Financial Assets and temporary cash equivalent investments of that cash pending
distribution, and (c) nonfinancial assets that may be acquired from time to time
in connection with foreclosure and related servicing activities associated with
the financial assets acquired under clause (a) above. Temporary cash investments
are intended to include money market accounts and certificates of deposits with
maturities no later than the next scheduled distribution date;

      (viii) the servicing of assets held by the Company shall be conducted in a
manner that is consistent with the servicing agreement to which the Company
shall become a party coincident with the initial transfer of assets from the
Seller (the "Servicing Agreement");

      (ix)  the Company may sell or assign assets only as specified in the
Servicing Agreement; and

        (x) the Company may enter into derivative contracts or hedges that have
the following characteristics: (a) are interest rate swap arrangements, (b) have
a fair value at inception of zero, and (c) commence on a date within 2 days of
the effective date of the receipt by the Company of Transferred Assets.

            SECTION 4.2 Authority. The Company, by or through the Member, or any
Manager on behalf of the Company, may enter into and perform the Indenture,
Transaction Documents and all documents, agreements, certificates, or financing
statements contemplated thereby or related thereto, together with any amendments
or supplements thereto, all without any further act, vote or approval of any
other Person notwithstanding any other provision of this Agreement, the Act or
applicable law, rule or regulation. The foregoing authorization shall not be
deemed a restriction on the powers of the Member or any Manager to enter into
other agreements on behalf of the Company.

                                                            Issuer LLC Agreement

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                                   ARTICLE V

            SECTION 5.1 Registered Office; Other Offices. The address of the
registered office of the Company in the State of Delaware is c/o Corporation
Service Company, 2711 Centerville Road, Wilmington, New Castle County, Delaware
19808. The Manager may establish other offices of the Company at such locations
within or outside the State of Delaware as the Initial Member may determine.

                                   ARTICLE VI

            SECTION 6.1 Registered Agent. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is Corporation Service Company, 2711 Centerville Road, Wilmington, New
Castle County, Delaware, 19808.

                                  ARTICLE VII

            SECTION 7.1 Admission of Members. (a) By execution of this
Agreement, the Initial Member is hereby admitted as a Member of the Company and
shall have a Membership Interest in the Company including, without limitation,
such rights in and to the profits and losses of the Company and rights to
receive distributions of the Company's assets, and such other rights and
obligations, as provided herein.

            (b)   Without the consent of any Member or other Person, the Manager
may cause the Company to issue additional Membership Interests and thereby admit
a new Member or new Members, as the case may be, to the Company, only if such
new Member (i) has delivered to the Initial Member its capital contribution,
(ii) has agreed in writing to be bound by the terms of this Agreement by
becoming a party hereto, and (iii) has delivered such additional documentation
as the Initial Member shall reasonably require to so admit such new Member to
the Company.

            SECTION 7.2 Initial Member. The name and the address of the Initial
Member of the Company is as follows:

                      CEF Equipment Holding, L.L.C.
                      44 Old Ridgeburry Road
                      Danbury, Connecticut  06810

                                  ARTICLE VIII

            SECTION 8.1 Management. Subject to Section 16.1, management of the
Company is initially vested in the Initial Member. The Initial Member shall be a
"manager" within the meaning of the Act (a "Manager") until such time as the
Initial Member appoints one or more Managers to replace the Initial Member in
its capacity as manager of the Company. Each Manager shall perform duties, on
behalf of the Company as Manager as set forth in this Agreement and in the Act
and may enter into contracts with Persons on behalf of the Company and engage in
activities on behalf of the Company, including issuing, delivering and executing

                                                            Issuer LLC Agreement

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contracts, agreements and other documents in connection therewith, in each case
in accordance with Section 4.1.

            SECTION 8.2 Managers to Provide Information to the Initial Member.
It shall be the duty of each Manager, to keep the Initial Member reasonably
informed as to material events relating to the Company, including, without
limitation, all claims pending or threatened against the Company and the
execution by such Manager on behalf of the Company of any material agreements or
instruments.

            SECTION 8.3 Accounting and Tax Reports; Tax Matters. (a) The Manager
shall: (a) maintain (or cause to be maintained) the books of the Company on a
calendar year basis on the accrual method of accounting, (b) deliver to each
Member, as may be required by the Code and applicable Treasury Regulations, such
information as may be required (including Schedule K-1) to enable each Member to
prepare its federal, state and local income tax returns, (c) file such tax
returns relating to the Company, and make such elections as may from time to
time be required or appropriate under any applicable state or federal statute or
rule or regulation thereunder so as to maintain the Company's characterization
as a partnership for federal income tax purposes, (d) cause such tax returns to
be signed in the manner required by law and (e) collect or cause to be collected
any withholding tax with respect to income or distributions to Members. The
Manager shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Assets and shall
elect under Section 171 of the Code to amortize any bond premium with respect to
the Assets. The Manager shall not make the election provided under Section 754
of the Code.

            (b)   Initial Member shall be designated the "tax matters partner"
of the Company pursuant to Section 6231(a)(7)(A) of the Code and applicable
Treasury Regulations and shall sign on behalf of the Company the tax returns of
the Company.

                                   ARTICLE IX

            SECTION 9.1 Initial Capital Contributions. The initial cash capital
contribution to be made by the Initial Member promptly hereafter is $10,000.

                                   ARTICLE X

            SECTION 10.1 Additional Contributions. (a) The Members shall have no
obligation to make any additional capital contribution to the Company after the
date hereof, but the Initial Member may elect to do so from time to time.

                                   ARTICLE XI

            SECTION 11.1 Distributions. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Manager,
subject to the limitations of the Act or other applicable laws.

            SECTION 11.2 Distribution upon Withdrawal. Upon withdrawal, any
withdrawing Member shall not be entitled to receive any distribution and shall
not otherwise be entitled to receive the fair market value of its Membership
Interest.

                                                            Issuer LLC Agreement

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                                  ARTICLE XII

            SECTION 12.1 Transfers. (a) A Member other than the Initial Member
may not Transfer any part of its Membership Interest without the prior written
consent of the Initial Member, such consent not to be unreasonably withheld. Any
purported Transfer of any Membership Interest in contravention of this Section
12.1 shall, to the fullest extent permitted by law, be null and void and of no
force or effect whatsoever. No purchase or transfer of a Membership Interest
will be effective, and neither the Company nor the Initial Member will recognize
any such purchase or transfer, if, after giving effect to such purchase or
transfer, 25% or more of the Membership Interests as determined under 29 C.F.R.
Section 2510.3-101, would be held by Benefit Plan Investors. A purchaser that
is, or is acting on behalf of, an employee benefit plan subject to ERISA or
Section 4975 of the Code or any entity deemed to hold plan assets of either of
the foregoing, will be required to represent and warrant that its investment in
the Membership Interests will not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code (or, in the case of a governmental or
church plan, a violation of any similar federal, state or local law).

            (b) The Initial Member shall admit a transferee of a Member's
Membership Interest to the Company only if such transferee (i) has agreed in
writing to be bound by the terms of this Agreement by becoming a party hereto
and (ii) has delivered such additional documentation as the Initial Member shall
reasonably require to so admit such transferee to the Company. Notwithstanding
anything contained herein to the contrary, both the Company and the Initial
Member shall be entitled to treat the transferee of a Membership Interest as the
absolute owner thereof in all respects, and shall incur no liability for
distributions of cash or other property made in good faith to it, until such
time as a written assignment or other evidence of the consummation of a Transfer
that conforms to the requirements of this Section 12.1 and is reasonably
satisfactory to the Initial Member has been received by the Company. The
effective date of any Transfer permitted under this Agreement shall be the close
of business on the day of receipt thereof by the Company.

            SECTION 12.2 Restrictions on Expulsion. No Member shall be expelled
as a Member under any circumstances.

                                  ARTICLE XIII

            SECTION 13.1 Liability of Members. Except as required by the Act, no
Member or any Manager, agent, shareholder, director, employee or incorporator of
any Member solely by reason of its capacity as such will be liable for the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, which debts, obligations and liabilities shall be solely the
debts, obligations and liabilities of the Company or such other Member, as
applicable.

                                  ARTICLE XIV

            SECTION 14.1 Exculpation and Indemnification of Members and
Managers. (a) No Indemnified Party shall be liable to the Company or any Member
for any loss, damage or claim incurred by reason of any act performed or any act
omitted by such Indemnified Party in

                                                            Issuer LLC Agreement

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connection with any matter arising from, or related to, or in connection with
this Agreement or the Company's business or affairs; provided, however, that the
foregoing shall not eliminate or limit the liability of any Indemnified Party if
a judgment or other final adjudication adverse to the Indemnified Party
establishes (i) that the Indemnified Party's acts or omissions were in bad faith
or involved intentional misconduct or a knowing violation of law or (ii) that
the Indemnified Party personally gained in fact a financial profit or other
advantage to which the Indemnified Party was not legally entitled.

            (b)   The Company shall, to the fullest extent permitted by the Act,
indemnify and hold harmless, and advance expenses to, each Indemnified Party
against any losses, claims, damages or liabilities to which the Indemnified
Party may become subject in connection with any matter arising from, related to,
or in connection with, this Agreement or the Company's business or affairs;
provided, however, that no indemnification may be made to or on behalf of any
Indemnified Party (and expenses advanced shall be returned) if a judgment or
other final adjudication adverse to the Indemnified Party establishes (i) that
the Indemnified Party's acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated or (ii) that the Indemnified Party personally gained in fact a
financial profit or other advantage to which the Indemnified Party was not
legally entitled.

            (c)   Notwithstanding anything else contained in this Agreement, the
indemnity obligations of the Company under paragraph (b) above shall:

                  (i)   be in addition to any liability that the Company may
            otherwise have;

                  (ii)  inure to the benefit of the successors, assigns, heirs
            and personal representatives of each Indemnified Party; and

                  (iii) be limited to the assets of the Company.

            (d)   This Article XIV shall survive any termination of this
Agreement and the dissolution of the Company.

                                   ARTICLE XV

            SECTION 15.1 Duration and Dissolution. The Company shall be
dissolved and its affairs shall be wound up upon the affirmative vote or written
consent of the Initial Member or as otherwise required by the Act.

                                  ARTICLE XVI

            SECTION 16.1 Bankruptcy. Except by the unanimous consent of all
Members, and Managers, the Company shall not file a voluntary petition in
bankruptcy or otherwise seek relief under Title 11 of the United States Code or
any successor statute thereto, or under any similar applicable state law.

                                                            Issuer LLC Agreement

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            SECTION 16.2 Amendments. This Agreement may be amended only by
written instrument executed by the Initial Member, provided that the Rating
Agency Condition is satisfied.

            SECTION 16.3 Headings. The titles of Sections of this Agreement are
for convenience or reference only and shall not define or limit any of the
provisions of this Agreement.

            SECTION 16.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
      GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

            SECTION 16.5 Separability of Provisions. Each provision of this
Agreement shall be considered separable and if for any reason any provision or
provisions herein are determined to be invalid, unenforceable or illegal under
any existing or future law, such invalidity, unenforceability or illegality
shall not impair the operation of or affect those portions of this Agreement
which are valid, enforceable and legal.

            SECTION 16.6 Further Assurances. The Initial Member shall execute
and deliver such further instruments and do such further acts and things as may
be required to carry out the intent and purposes of this Agreement.

            SECTION 16.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original of this
Agreement. Executed counterparts may be delivered electronically.

            SECTION 16.8 Assignment; Third Party Beneficiaries. The parties
hereto acknowledge and agree that the rights of the Company under this Agreement
may be pledged from time to time by the Company to creditors of the Company to
secure the Company's obligations to such creditors. Nothing in this Agreement
whether express or implied, shall be construed to give to any other Person
(other than a party hereto or an Indemnified Party) any legal or equitable
right, remedy or claim under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

            SECTION 16.9 Notwithstanding any other provision of this Agreement,
each Member agrees that this Agreement constitutes a legal, valid and binding
agreement of such Member, and is enforceable against such Member, in accordance
with its terms.

                               [Signature Follows]

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            IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first above written.

                                            CEF EQUIPMENT HOLDING, L.L.C.,
                                              as Member

                                            By: _______________________________
                                               Name:
                                               Title:

                                                            Issuer LLC Agreement

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                              DEFINITIONS ADDENDUM
                                     TO THE
                       LIMITED LIABILITY COMPANY AGREEMENT

            "Act" is defined in the Preliminary Statement.

            "Affiliate" means, with respect to any Person, any Person or group
of Persons acting in concert in respect of the Person in question that, directly
or indirectly, controls or is controlled by or is under common control with such
Person. For the purposes of this definition, "control" (including, with
correlative meaning, the terms "controlled by" and "under common control with")
as used with respect to any Person or group of Persons, shall mean the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.

            "Agreement" means this Limited Liability Company Agreement, as
amended from time to time.

            "Amounts Available for Distribution" means on each Distribution Date
all funds received by the Company from whatever source after the payment of all
interest, principal and other debt payments made by the Company on such
Distribution Date and any other obligations of the Company payable on such
Distribution Date.

            "Asset" is defined in Section 4.1.

            "Benefit Plan Investor" means an "employee benefit plan" within the
meaning of Section 3(3) of ERISA (whether or not subject to ERISA, and
including, without limitation, foreign or government plans), a "plan" described
in Section 4975(e)(1) of the Code, or any entity deemed to hold "plan assets" of
any of the foregoing by reason of investment by an "employee benefit plan" or
"plan" in the entity.

            "Business Day" means any day that is not a Saturday, Sunday or a day
on which banks are required or permitted to be closed in the State of New York
or the State of Connecticut.

            "Certificate of Formation" means the Certificate of Formation of the
Company, as amended from time to time.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.

            "Company" means GE Commercial Equipment Financing LLC, Series
2004-1, a Delaware limited liability company.

            "Distribution Date" means the 20th day of each calendar month, or,
if such day is not a Business Day, the next Business Day, commencing on December
20, 2004.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time and any regulations promulgated thereunder.

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            "Indemnified Party" means a Member, Manager, employee, organizer or
agent of the Company or any officer, agent, shareholder, director, employee or
incorporator of the Initial Member.

            "Indenture" means the Indenture, dated November 16, 2004, between
the Company and JPMorgan Chase Bank, N.A., as the Indenture Trustee thereunder,
as the same may be amended and supplemented from time to time.

            "Initial Member" has the meaning assigned in the preamble.

            "Manager" is defined in Section 8.1.

            "Member" means the Initial Member and any Person that is admitted as
a member of the Company, in each case for so long as such Person continues to be
a member of the Company, in such Person's capacity as a member of the Company.

            "Membership Interest" means the entire limited liability company
interest of a Member in the Company at any particular time, including the right
of a Member to any and all benefits to which a Member may be entitled as
provided in this Agreement, together with the obligations of such member to
comply with all the terms and provisions of this Agreement. A Membership
Interest may be represented by a certificate.

            "Person" means an individual, partnership corporation (including a
business trust), limited liability company, joint stock company, trust,
association, joint venture, government or any agency or political subdivision
thereof or any other entity of whatever nature.

            "Rating Agency Condition" means, with respect to any action, that
each rating agency rating any notes issued by the Company shall have been given
prior notice thereof and that each of the rating agencies shall have notified
the Company and JPMorgan Chase Bank, N.A. as the Indenture Trustee in writing
that such action will not result in a reduction or withdrawal of the then
current rating of any such class of the notes.

            "Seller" is defined in Section 4.1.

            "Transaction Documents" means this Agreement, the Related Documents
as defined in the Indenture and all documents and certificates contemplated
thereby or delivered in connection therewith.

            "Transfer" means, (i) as a noun, any transfer, sale, assignment,
exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other
disposition whether direct or indirect, voluntary or involuntary, by operation
of law or otherwise and, (ii) as a verb, directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, to transfer, sell, assign,
exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise
dispose of.

            "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code.

                                                            Issuer LLC Agreement

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                        FORM OF CERTIFICATE OF FORMATION

                                       OF

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2004-1

      This Certificate of Formation of GE Commercial Equipment Financing LLC,
Series 2004-1, dated as of September 27, 2004, has been duly executed and is
being filed by William Malpica, as an authorized person, to form a limited
liability company under the Delaware Limited Liability Company Act (6
Del.C. Section 18-101, et seq.).

1.    The name of the limited liability company is GE Commercial Equipment
      Financing LLC, Series 2004-1 (the "LLC").

2.    The address of the registered office of the LLC in the State of Delaware
      is 2711 Centerville Road, in the City of Wilmington, County of New Castle,
      Delaware 19808. The name of the registered agent of the LLC at such
      address is Corporation Service Company.

3.    The name and address of the registered agent for service of process on the
      LLC in the State of Delaware is Corporation Service Company, 2711
      Centerville Road, County of New Castle, Wilmington, Delaware 19808.

4.    The period of duration of the LLC is perpetual unless otherwise dissolved
      in accordance with the Limited Liability Company Agreement of the LLC.

5.    This Certificate of Formation shall be effective as of its filing.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of the LLC this 27th day of September 2004.

                                            By:
                                               _______________________________
                                               Name:  William Malpica
                                               Title: Authorized Person

                                                            Issuer LLC Agreement

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