CEF EQUIPMENT HOLDING LLC - FORM 8-K - June 23, 2011

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EX-99.4.G - EX-99.4.G - CEF EQUIPMENT HOLDING LLCy04973exv99w4wg.htm
EX-99.4.E - EX-99.4.E - CEF EQUIPMENT HOLDING LLCy04973exv99w4we.htm
EX-99.4.C - EX-99.4.C - CEF EQUIPMENT HOLDING LLCy04973exv99w4wc.htm
EX-99.1.A - EX-99.1.A - CEF EQUIPMENT HOLDING LLCy04973exv99w1wa.htm
EX-99.4.B - EX-99.4.B - CEF EQUIPMENT HOLDING LLCy04973exv99w4wb.htm
EX-99.4.D - EX-99.4.D - CEF EQUIPMENT HOLDING LLCy04973exv99w4wd.htm
EX-99.4.F - EX-99.4.F - CEF EQUIPMENT HOLDING LLCy04973exv99w4wf.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 22, 2011
Commission File Number of the issuing entity: 333-160604-01
GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1
(Exact name of issuing entity)
Commission File Number of depositor: 333-160604
CEF EQUIPMENT HOLDING, L.L.C.
(Exact name of depositor as specified in its charter)
GENERAL ELECTRIC CAPITAL CORPORATION
(exact name of sponsor as specified in its charter)
     
Delaware   20-5439580
     
(State or other jurisdiction
of incorporation) 		  (IRS Employer
Identification No.)
     
10 Riverview Drive, Danbury, Connecticut   06810
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (203) 749-2101
 
(Former name or former address, if changed since last report.)
 
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
 
 

 

 

Exhibit Index located on page 6
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Items 1.01 Entry into a Material Definitive Agreement
The following material definitive agreement has been entered into:
1. Underwriting Agreement, dated as of June 22, 2011 (the “Underwriting Agreement”), among General Electric Capital Corporation (“GECC”), GE Equipment Transportation LLC, Series 2011-1 (the “Issuer”), CEF Equipment Holding, L.L.C. (“CEF Holding”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters identified therein.
The registrant is also filing forms of the following documents in connection with the issuance of $691,858,000 of asset backed notes by GE Equipment Transportation LLC, Series 2011-1 described in the Prospectus Supplement dated June 22, 2011 to Prospectus dated June 14, 2011:
1. Limited Liability Company Agreement of the Issuer (the “LLC Agreement”) to be dated as of June 29, 2011.
2. Loan Sale Agreement, to be dated as of June 29, 2011, between GECC and CEF Holding (the “Loan Sale Agreement”).
3. Loan Purchase and Sale Agreement, to be dated as of June 29, 2011, between CEF Holding and the Issuer (the “Loan Purchase and Sale Agreement”).
4. Servicing Agreement, to be dated as of June 29, 2011, between the Issuer and GECC, as the servicer (the “Servicing Agreement”).
5. Indenture, to be dated as of June 29, 2011 (the “Indenture”) between the Issuer and Citibank, N.A., as indenture trustee.
6. Administration Agreement (the “Administration Agreement”), to be dated as of June 29, 2011, between the Issuer and GECC, as the administrator.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
     
Exhibit No.   Description
Exhibit 1(a)
   Underwriting Agreement
 
    
Exhibit 4(b)
   LLC Agreement
 
    
Exhibit 4(c)
   Loan Sale Agreement
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Exhibit No.   Description
Exhibit 4(d)
   Loan Purchase and Sale Agreement
 
    
Exhibit 4(e)
   Servicing Agreement
 
    
Exhibit 4(f)
   Indenture
 
    
Exhibit 4(g)
   Administration Agreement
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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 22, 2011
         
  CEF EQUIPMENT HOLDING, L.L.C.
 		  
  By:   /s/ Charles Rhodes    
    Name:   Charles Rhodes   
    Title:   Vice President and Secretary   
 
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Exhibit Index
     
Exhibit No.   Description
Exhibit 1(a)
   Underwriting Agreement
 
    
Exhibit 4(b)
   LLC Agreement
 
    
Exhibit 4(c)
   Loan Sale Agreement
 
    
Exhibit 4(d)
   Loan Purchase and Sale Agreement
 
    
Exhibit 4(e)
   Servicing Agreement
 
    
Exhibit 4(f)
   Indenture
 
    
Exhibit 4(g)
   Administration Agreement
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.

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