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GE TF TRUST FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

June 19, 2014

Item 1.01 Entry into a Material Definitive Agreement.

Issuance of Notes



On June 18, 2014, GE Equipment Transportation LLC, Series 2014-1 (the "Issuer"), issued U.S. $178,400,000 Class A-1 Asset Backed Notes due June 23, 2015 (the "Class A-1 Notes"), U.S. $217,000,000 Class A-2 Asset Backed Notes due December 23, 2016 (the "Class A-2 Notes"), U.S. $217,000,000 Class A-3 Asset Backed Notes due April 23, 2018 (the "Class A-3 Notes"), U.S. $88,500,000 Class A-4 Asset Backed Notes due August 23, 2022 (the "Class A-4 Notes" and, together with the Class A-3 Notes, the Class A-2 Notes, and the Class A-1 Notes, the "Class A Notes"), U.S. $15,000,000 Class B Asset Backed Notes due August 23, 2022 (the "Class B Notes") and U.S. $11,000,000 Class C Asset Backed Notes due August 23, 2022 (the "Class C Notes" and together with the Class B Notes and the Class A Notes, the "Notes") described in a Prospectus Supplement dated June 10, 2014 to a Prospectus dated June 4, 2014.

Use of Proceeds



The public offering was made under the registration statement on Form S-3 filed with the Securities and Exchange Commission by CEF Equipment Holding, L.L.C. ("CEF Holding") and GE TF Trust, which became effective on April 30, 2013 and was assigned commission file numbers 333-187718 and 333-187718-01 (the "Registration Statement"). The aggregate amount registered under the Registration Statement was U.S. $4,250,000,000.

The public offering terminated on June 18, 2014 upon the sale of all of the Class A Notes, the Class B Notes and the Class C Notes. The underwriters of the Class A Notes were Barclays Capital Inc., Mizuho Securities USA Inc., SunTrust Robinson Humphrey, Inc. and CastleOak Securities, L.P., and the underwriters of the Class B Notes and the Class C Notes were Barclays Capital Inc. and Mizuho Securities USA Inc.

A total of U.S. $178,400,000 Class A-1 Notes were registered and sold, with a total price to the public of U.S. $178,400,000; a total of U.S. $217,000,000 of Class A-2 Notes were registered and sold with a total price to the public of U.S. $216,992,057.80; a total of U.S. $217,000,000 of Class A-3 Notes were registered and sold with a total price to the public of U.S. $216,981,164.40; a total of U.S. $88,500,000 of Class A-4 Notes were registered and sold, with a total price to the public of U.S. $88,473,989.85; a total of U.S. $15,000,000 Class B Notes were registered and sold with a total price to the public of $14,976,390; and a total of U.S. $11,000,000 of Class C notes were registered and sold, with a total price to the public of $10,999,142.

During the period from the effective date of the Registration Statement through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the publicly offered and sold Notes with respect to underwriting commissions and discounts was U.S. $1,469,780.00. After deducting the underwriting discount described above, the net offering proceeds to the Issuer before expenses are U.S. $724,374,213.05. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be U.S. $1,000,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be U.S. $725,374,213.05. With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Issuer, or (b) owners of 10 percent or more of any class of securities of the Issuer.

Potential persons who are to respond to the collection of information contained in this form are not required to respond 3 of 7 unless the form displays a currently valid OMB control number.



The net proceeds to the Issuer, after deducting the underwriting commissions and discounts, and expenses above, were used to purchase equipment loans from the sponsor and a special unit beneficial interest certificate, evidencing a beneficial interest in equipment leases from GE Capital Title Holding Corp. ("GECTHC"), each an affiliate of the Issuer. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) any directors or officers of the Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibits



The following material definitive agreements have been entered into:

1. Limited Liability Company Agreement of the Issuer, dated as of June 18, 2014 (the "LLC Agreement").

2. Receivables Sale Agreement, dated as of June 18, 2014, among General Electric Capital Corporation ("GECC"), GECTHC, and CEF Holding (the "Receivables Sale Agreement").

3. Receivables Purchase and Sale Agreement, dated as of June 18, 2014, between CEF Holding and the Issuer (the "Receivables Purchase and Sale Agreement").

4. Servicing Agreement, dated as of June 18, 2014, among the Issuer, GE TF Trust (the "Titling Trust") and GECC, as the servicer (the "Servicing Agreement").

5. Indenture, dated as of June 18, 2014, between the Issuer and Citibank, N.A., as indenture trustee (the "Indenture").

6. Administration Agreement, dated as of June 18, 2014, between the Issuer and GECC, as the administrator (the "Administration Agreement").

7. Limited Removal and Clean-Up Call Agreement, dated as of June 18, 2014, between the GE Equipment Funding, LLC (the "Managing Member") and the Issuer (the "Limited Removal and Clean-Up Call Agreement")

Potential persons who are to respond to the collection of information contained in this form are not required to respond 4 of 7 unless the form displays a currently valid OMB control number.



8. Series 2014-1 SUBI Supplement to the Amended and Restated Trust Agreement, dated as of April 30, 2012, between GECTHCo, as settlor (in such capacity, the "Settlor") and initial beneficiary (in such capacity, the "Initial Beneficiary") and Wilmington Trust Company, as UTI trustee, administrative trustee and Delaware trustee, dated as of June 18, 2014 (the "Series 2014-1 SUBI Supplement"), among the Settlor, the Initial Beneficiary and Wilmington Trust Company, as UTI trustee, administrative trustee and SUBI trustee.

9. Series 2014-1 SUBI Supplement to the Amended and Restated Collateral Agency Agreement, dated as of April 30, 2012, among GECC, GE Title Agent, LLC, as collateral agent (the "Collateral Agent") and the Titling Trust, dated as of June 18, 2014 (the "Series 2014-1 SUBI Supplement Collateral Agency Agreement"), among the Titling Trust, the Collateral Agent, GECC and Citibank, N.A., as secured party. Exhibit No. Description 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 Exhibit 4(h) Limited Removal and Clean-Up Call Agreement Exhibit 99(a) Series 2014-1 SUBI Supplement Exhibit 99(b) Series 2014-1 SUBI Supplement Collateral Agency Agreement Potential persons who are to respond to the collection of information contained in this form are not required to respond 5 of 7 unless the form displays a currently valid OMB control number.


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Source: Edgar Glimpses


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