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EX-4.G - EXHIBIT 4(G) - CEF EQUIPMENT HOLDING LLCv236054_ex4g.htm
EX-4.E - EXHIBIT 4(E) - CEF EQUIPMENT HOLDING LLCv236054_ex4e.htm
EX-1.A - EXHIBIT 1(A) - CEF EQUIPMENT HOLDING LLCv236054_ex1a.htm
EX-4.C - EXHIBIT 4(C) - CEF EQUIPMENT HOLDING LLCv236054_ex4c.htm
EX-4.F - EXHIBIT 4(F) - CEF EQUIPMENT HOLDING LLCv236054_ex4f.htm
EX-4.B - EXHIBIT 4(B) - CEF EQUIPMENT HOLDING LLCv236054_ex4b.htm
EX-4.D - EXHIBIT 4(D) - CEF EQUIPMENT HOLDING LLCv236054_ex4d.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) September 28, 2011

Commission File Number of the issuing entity: 333-160604-02

GE EQUIPMENT MIDTICKET 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
(IRS Employer
of incorporation)
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):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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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Items 1.01 Entry into a Material Definitive Agreement
 
The following material definitive agreement has been entered into:
 
1. Underwriting Agreement, dated as of September 28, 2011 (the “Underwriting Agreement”), among General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (“CEF Holding”) and RBS Securities Inc., as representative of the several underwriters identified therein.
 
The registrant is also filing forms of the following documents in connection with the issuance of $522,210,000 of asset backed notes by GE Equipment Midticket LLC, Series 2011-1 (the “Issuer”) described in the Prospectus Supplement dated September 28, 2011 to Prospectus dated September 21, 2011:
 
1. Limited Liability Company Agreement of the Issuer (the “LLC Agreement”) to be dated as of October 5, 2011.
 
2. Receivables Sale Agreement, to be dated as of October 5, 2011, among GECC, GE Capital Information Technology Solutions, Inc., VFS Financing, Inc., Imaging Financial Services, Inc., NMHG Financial Services, Inc. and CEF Holding (the “Receivables Sale Agreement”).
 
3. Receivables Purchase and Sale Agreement, to be dated as of October 5, 2011, between CEF Holding and the Issuer (the “Receivables Purchase and Sale Agreement”).
 
4. Servicing Agreement, to be dated as of October 5, 2011, between the Issuer and GECC, as the servicer (the “Servicing Agreement”).
 
5. Indenture, to be dated as of October 5, 2011 (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee.
 
6. Administration Agreement (the “Administration Agreement”), to be dated as of October 5, 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
 
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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(d)           Exhibits
 
Exhibit No.
 
Description
     
Exhibit 1(a)
 
Underwriting Agreement
     
Exhibit 4(b)
 
LLC Agreement
     
Exhibit 4(c)
 
Receivables Sale Agreement
     
Exhibit 4(d)
 
Receivables 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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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.
 
September 28, 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)
 
Receivables Sale Agreement
     
Exhibit 4(d)
 
Receivables 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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