Attached files
file | filename |
---|---|
EX-34.3 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex34-3.htm |
EX-35.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex35-1.htm |
EX-35.2 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex35-2.htm |
EX-33.2 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex33-2.htm |
EX-31.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex31-1.htm |
EX-34.2 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex34-2.htm |
EX-34.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex34-1.htm |
EX-33.3 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex33-3.htm |
EX-33.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex33-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
10-K
(Mark
One)
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2009.
|
For
the transition period
from or
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from
to
|
Commission
File Number of issuing entity: 333-115582
GE
DEALER FLOORPLAN MASTER NOTE TRUST
(Exact
name of issuing entity as specified in its charter)
CDF
FUNDING, INC.
(Exact
name of depositor as specified in its charter)
GE
COMMERCIAL DISTRIBUTION FINANCE CORPORATION
(Exact
name of sponsor as specified in its charter)
Delaware
(State or
Other Jurisdiction of Incorporation of the Registrant)
20-1060484
(CDF Funding, Inc.)
(I.R.S.
Employer Identification No.)
5595
Trillium Boulevard
Hoffman
Estates, Illinois 60192
(847)
747-6800
(Address
and Telephone Number of Principal Executive Offices)
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of
1934:
None
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act of
1934:
None
Indicate
by check mark if the registrant is a well−known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No ý
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.Yes ý No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ý No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S−K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10−K or any amendment to this
Form 10−K. ý
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non−accelerated filer, or smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b−2 of the
Exchange Act. (Check one):
Large
Accelerated Filer o
Accelerated Filer o Non−Accelerated Filer
ý Smaller Reporting
Company o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b−2 of the Exchange Act). Yes o No ý
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.
Registrant
has no voting or non-voting class of common equity outstanding and held by
nonaffiliates as of the date of this report, has not been involved in bankruptcy
proceedings during the past five years and is not a corporate
registrant.
Documents
Incorporated by Reference: None.
PART
I
The
following Items have been omitted in accordance with General Instruction J to
Form 10-K:
(a) ITEM
1, Business
(b) ITEM
1A, Risk Factors
(c) ITEM
2, Properties
(d) ITEM
3, Legal Proceedings
(e) ITEM 4, (Removed and Reserved)
ITEM
1B. Unresolved Staff Comments.
Not
applicable
PART
II
The
following Items have been omitted in accordance with General Instruction J to
Form 10-K:
(a) ITEM
5, Market for Registrant’s Common Equity and Related Stockholder
Matters
(b) ITEM
6, Selected Financial Data
(c) ITEM
7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations
(d) ITEM
7A, Quantitative and Qualitative Disclosures About Market Risk
(e) ITEM
8, Financial Statements and Supplementary Data
(f) ITEM
9, Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
(g) ITEM
9A, Controls and Procedures
ITEM
9A(T).
|
Controls
and Procedures.
|
Not
applicable.
ITEM
9B.
|
Other
Information.
|
None.
PART
III
The
following Items have been omitted in accordance with General Instruction J to
Form 10-K:
ITEM 10,
Directors and Executive Officers of the Registrant
ITEM 11,
Executive Compensation
ITEM 12,
Security Ownership of Certain Beneficial Owners and Management
ITEM 13,
Certain Relationships and Related Transactions
ITEM 14,
Principal Accountant Fees and Services
PART
IV
ITEM
15.
|
Exhibits, Financial Statement
Schedules.
|
The
exhibits listed below are incorporated by reference as indicated:
Exhibit
3.1
|
Certificate
of Incorporation of CDF Funding, Inc. (“the Depositor”), as last amended
on February 5, 2004, (incorporated by reference to Exhibit 3.1 to Form
S-3/A dated June 21, 2006 and filed on June 21,
2006).
|
Exhibit
3.2
|
By-laws
of the Depositor (incorporated by reference to Exhibit 3.2 to Form S-3/A
dated June 21, 2006 and filed on June 21,
2006).
|
Exhibit
4.1
|
Master
Indenture, dated as of August 12, 2004, between GE Dealer Floorplan Master
Note Trust (the “Issuing Entity”) and Deutsche Bank Trust Company Americas
(“DBCTA”), as indenture trustee (the “Indenture Trustee”) (incorporated by
reference to Exhibit 4.1 to Form 8−K dated August 12, 2004 and filed on
August 19, 2004).
|
Exhibit
4.2
|
Series
2005-1 Indenture Supplement, dated as of May 5, 2005, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2
to Form 8−K dated May 11, 2005 and filed on May 11,
2005).
|
Exhibit
4.3
|
Series
2005-2 Indenture Supplement, dated as of October 20, 2005, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated October 26, 2005 and filed on October 26,
2005).
|
Exhibit
4.4
|
Series
2006-1 Indenture Supplement, dated as of June 30, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
4.5
|
Series
2006-2 Indenture Supplement, dated as of June 30, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.2 to Form 8−K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
4.6
|
Series
2006-3 Indenture Supplement, dated as of August 10, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated August 10, 2006 and filed on August 11,
2006).
|
Exhibit
4.7
|
Series
2006-4 Indenture Supplement, dated as of November 9, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
4.8
|
Series
2007-1 Indenture Supplement, dated as of April 26, 2007, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated April 26, 2007 and filed on April 26,
2007).
|
Exhibit
4.9
|
Series
2007-2 Indenture Supplement, dated as of August 2, 2007, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated August 2, 2007 and filed on August 2,
2007).
|
Exhibit
4.10
|
Series
2009-1 Indenture Supplement, dated as of August 13, 2009, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated August 13, 2009 and filed on August 17,
2009).
|
Exhibit
4.11
|
Amended
and Restated Series 2006-2 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.2 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.12
|
Amended
and Restated Series 2006-4 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.3 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.13
|
Amended
and Restated Series 2007-1 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.4 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.14
|
Amended
and Restated Series 2007-2 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.5 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.15
|
Amended
and Restated Trust Agreement, dated August 12, 2004, between the Depositor and
BNY Mellon Trust of Delaware (the “Owner Trustee”) (incorporated by
reference to Exhibit 4.4 to Form 8-K dated August 12, 2004 and filed on
August 19, 2004).
|
Exhibit
4.16
|
Supplement
No. 1 to Master Indenture, dated as of May 5, 2005, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8−K dated May 11, 2005 and filed on May 11,
2005).
|
Exhibit
4.17
|
Supplement
No. 2 to Master Indenture, dated as of April 28, 2006, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2
to Form 8−K dated April 28, 2006 and filed on May 4,
2006).
|
Exhibit
4.18
|
Supplement
No. 3 to Master Indenture, dated as of June 30, 2006, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4
to Form 8−K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
4.19
|
Supplement
No. 4 to Master Indenture, dated as of August 10, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.4 to Form 8−K dated August 10, 2006 and filed on August 11,
2006).
|
Exhibit
4.20
|
Supplement
No. 5 to Master Indenture, dated as of November 9, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.3 to Form 8−K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
4.21
|
Supplement
No. 6 to Master Indenture, dated as of May 31, 2007, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8-K dated May 31, 2007 and filed on May 31,
2007).
|
Exhibit
4.22
|
Supplement
No. 7 to Master Indenture, dated as of August 2, 2007, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2
to Form 8-K dated August 2, 2007 and filed on August 2,
2007).
|
Exhibit
4.23
|
Supplement
No. 8 to Master Indenture, dated as of June 6, 2008, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8-K dated June 6, 2008 and filed on June 11,
2008).
|
Exhibit
4.24
|
Supplement
No. 9 to Master Indenture, dated as of December 30, 2008, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated December 30, 2008 and filed on January 2,
2009).
|
Exhibit
4.25
|
Supplement
No. 10 to Master Indenture, dated as of June 26, 2009, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8-K dated June 26, 2009 and filed on June 26,
2009).
|
Exhibit
4.26
|
Supplement
No. 11 to Master Indenture, dated as of August 5, 2009, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.2 to Form 8-K dated August 5, 2009 and filed on August 10,
2009).
|
Exhibit
99.1
|
Receivables
Sale Agreement, dated as of August 12, 2004, among the sellers party
thereto and the Depositor (incorporated by reference to Exhibit 99.1 of
Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and
filed on June 21, 2006 (No. 333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.2
|
Receivables
Purchase and Contribution Agreement, dated as of August 12, 2004, between
the Depositor and the Issuing Entity (incorporated by reference to Exhibit
99.2 of Amendment No. 3 to Form S-3 Registration Statement dated June 21,
2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.3
|
Amended
and Restated Servicing Agreement, dated as of June 30, 2006, between the
Issuing Entity and the Master Servicer (incorporated by reference to
Exhibit 4.3 on Form 8-K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
99.4
|
Administration
Agreement, dated as of August 12, 2004, between the Issuing Entity and
General Electric Capital Corporation (“GE Capital”) (incorporated by
reference to Exhibit 99.4 of Amendment No. 3 to Form S-3 Registration
Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782,
333-130782-01 and 333-130782-02)).
|
Exhibit
99.5
|
Originator
Performance Guaranty, dated as of August 12, 2004, by GE Capital
(incorporated by reference to Exhibit 99.5 of Amendment No. 3 to Form S-3
Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No.
333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.6
|
Amended
and Restated Sub-servicing Agreement, dated as of August 10, 2006, between
GE Capital and GE Commercial Distribution Finance Corporation
(incorporated by reference to Exhibit 4.2 to Form 8-K dated August 10,
2006 and filed on August 11, 2006).
|
Exhibit
99.7
|
Amended
and Restated Intercreditor Agreement, dated November 9, 2006, among the
sellers party thereto and the Master Servicer (incorporated by reference
to Exhibit 4.4 to Form 8-K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
99.8
|
Amendment
No. 1 to Receivables Sale Agreement, dated as of May 5, 2005, among the
sellers party thereto and the Depositor (incorporated by reference to
Exhibit 99.9 of Amendment No. 3 to Form S-3 Registration Statement dated
June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01
and 333-130782-02)).
|
Exhibit
99.9
|
Amendment
No. 2 to Receivables Sale Agreement, dated as of August 10, 2006, among
the sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.3 to Form 8-K dated August 10, 2006 and filed on August 11,
2006).
|
Exhibit
99.10
|
Amendment
No. 3 to Receivables Sale Agreement, dated as of November 9, 2006, among
the sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.2 to Form 8-K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
99.11
|
Amendment
No. 4 to Receivables Sale Agreement, dated as of April 26, 2007, among the
sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.2 to Form 8-K dated April 26, 2007 and filed on April 26,
2007).
|
Exhibit
99.12
|
Amendment
No. 5 to Receivables Sale Agreement, dated as of January 1, 2010, among
the sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.1 to Form 8-K dated January 1, 2010 and filed on January 5,
2010).
|
Exhibit
99.13
|
Amendment
No. 1 to Receivables Purchase and Contribution Agreement, dated as of May
5, 2005, between the Depositor and the Issuing Entity (incorporated by
reference to Exhibit 99.10 of Amendment No. 3 to Form S-3 Registration
Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782,
333-130782-01 and 333-130782-02)).
|
Exhibit
99.14
|
Amendment
No. 2 to Receivables Purchase and Contribution Agreement, dated as of
August 10, 2006, between the Depositor and the Issuing Entity
(incorporated by reference to Exhibit 4.6 to Form 8-K dated August 10,
2006 and filed on August 11, 2006).
|
Exhibit
99.15
|
Amendment
No. 3 to Receivables Purchase and Contribution Agreement, dated as of
April 26, 2007, between the Depositor and the Issuing Entity (incorporated
by reference to Exhibit 4.3 to Form 8-K dated April 26, 2007 and filed on
April 26, 2007).
|
Exhibit
99.16
|
Amendment
No. 4 to Receivables Purchase and Contribution Agreement, dated as of May
31, 2007, between the Depositor and the Issuing Entity (incorporated by
reference to Exhibit 4.2 to Form 8-K dated May 31, 2007 and filed on May
31, 2007).
|
Exhibit
99.17
|
Amendment
No. 5 to Receivables Purchase and Contribution Agreement, dated as of
December 30, 2008, between the Depositor and the Issuing Entity
(incorporated by reference to Exhibit 4.2 to Form 8-K dated December 30,
2008 and filed on January 2, 2009).
|
Exhibit
99.18
|
Amendment
No. 6 to Receivables Purchase and Contribution Agreement, dated as of
January 1, 2010, between the Depositor and the Issuing Entity
(incorporated by reference to Exhibit 4.2 to Form 8-K dated January 1,
2010 and filed on January 5, 2010).
|
Exhibit
99.19
|
Amendment
No. 1 to Amended and Restated Servicing Agreement, dated as of August 10,
2006, between the Issuing Entity and the Master Servicer (incorporated by
reference to Exhibit 4.7 to Form 8-K dated August 10, 2006 and filed on
August 11, 2006).
|
Exhibit
99.20
|
First
Amendment to Administration Agreement, dated as of August 5, 2009, between
the Issuing Entity and GE Capital (incorporated by reference to Exhibit
10.1 to Form 8-K dated August 5, 2009 and filed on August 10,
2009).
|
Exhibit
31.1
|
Certification
of officer of the Depositor.
|
Exhibit
33.1
|
Report
on Assessment of Compliance with Servicing Criteria for Asset-Backed
Securities (General Electric Capital
Corporation).
|
Exhibit
33.2
|
Report
on Assessment of Compliance with Servicing Criteria for Asset−Backed
Securities (GE Commercial Distribution Finance
Corporation).
|
Exhibit
33.3
|
Report
on Assessment of Compliance with Servicing Criteria for Asset−Backed
Securities (Deutsche Bank Trust Company
Americas).
|
Exhibit
34.1
|
Attestation
Report of KPMG LLP, with respect to General Electric Capital
Corporation.
|
Exhibit
34.2
|
Attestation
Report of KPMG LLP, with respect to GE Commercial Distribution
Finance Corporation.
|
Exhibit
34.3
|
Attestation
Report of KPMG LLP, with respect to Deutsche Bank Trust Company
Americas.
|
Exhibit 35.1 | Servicing Compliance Statement of General Electric Capital Corporation. |
Exhibit 35.2 | Servicing Compliance Statement of GE Commercial Distribution Finance Corporation. |
Substitute
Information Provided in Accordance with General Instruction J to Form
10−K:
ITEM
1112(b) of Regulation AB. Significant Obligors of Pool Assets
(Financial Information).
No single
obligor represents 10% or more of the pool assets held by the Issuing
Entity.
ITEM
1114(b)(2) of Regulation AB. Credit Enhancement and Other Support,
Except for Certain Derivative Instruments (Information Regarding Significant
Enhancement Providers).
No entity
or group of affiliated entities providing credit enhancement or other support
with respect to either payment on the pool assets held by the Issuing Entity or
payments on the notes (the “Notes”) issued by the Issuing Entity is liable or
contingently liable to provide payments representing 10% or more of the cash
flow supporting any class of Notes.
ITEM 1115(b) of Regulation AB.
Certain Derivative Instruments
(Financial Information).
No entity
or group of affiliated entities provides any derivative instruments that are
used to alter the payment characteristics of the cashflows from the Issuing
Entity.
ITEM
1117 of Regulation AB. Legal Proceedings.
No legal
proceedings are pending (or known to be contemplated by governmental
authorities) against any of GE Commercial Distribution Finance Corporation
(“GECDF” or the “Sponsor”), the Depositor, the Indenture Trustee, the Owner
Trustee, the Issuing Entity, GE Capital, Brunswick Acceptance Company, LLC, or
Polaris Acceptance, or of which any property of the foregoing is subject, that
are material to holders of the Notes.
ITEM
1119 of Regulation AB. Affiliations and Certain Relationships and
Related Transactions.
The
information required by Item 1119 of Regulation AB has been previously reported
and has been omitted from this report on Form 10-K in reliance on the
Instruction to Item 1119.
ITEM
1122 of Regulation AB. Compliance with Applicable Servicing
Criteria.
GE
Capital, GECDF and DBTCA (in its role as Indenture Trustee) (the “Servicing
Parties”) have each been identified by the registrant as parties participating
in the servicing function with respect to the asset pool held by the Issuing
Entity. Each of the Servicing Parties has completed a report on an
assessment of compliance with the servicing criteria applicable to it (each, a
“Servicing Report”), which Servicing Reports are attached as exhibits to this
Form 10−K. In addition, each of the Servicing Parties has provided an
attestation report (each, an “Attestation Report”) by one or more registered
public accounting firms, which reports are also attached as exhibits to this
Form 10−K. Neither the Servicing Reports nor the Attestation Reports
have identified any material instances of noncompliance with the servicing
criteria applicable to the Servicing Parties.
ITEM
1123 of Regulation AB. Servicer Compliance Statement.
GE
Capital (in its role as servicer) and GECDF have been identified by the
registrant as servicers with respect to the asset pool held by the Issuing
Entity. Each of GE Capital and GECDF has completed a statement of
compliance with applicable servicing criteria (each a “Compliance Statement”),
in each case signed by an authorized officer of GE Capital and GECDF,
respectively. The Compliance Statements are attached as exhibits to
this Form 10−K.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: March
26, 2010
CDF FUNDING,
INC.,
By: /s/ Thomas A.
Davidson
Name: Thomas
A. Davidson
Title:
|
Vice
President and senior officer in charge
of
securitization |
Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the
Act by Registrants Which Have Not Registered Securities Pursuant to Section 12
of the Act.
No annual
report or proxy materials have been sent to security holders and no such report
or proxy materials are to be furnished to security holders subsequent to the
filing of this Annual Report on Form 10-K.
EXHIBIT
INDEX
Exhibit
3.1
|
Certificate
of Incorporation of the Depositor, as last amended on February 5, 2004,
(incorporated by reference to Exhibit 3.1 to Form S-3/A dated June 21,
2006 and filed on June 21, 2006).
|
Exhibit
3.2
|
By-laws
of the Depositor (incorporated by reference to Exhibit 3.2 to Form S-3/A
dated June 21, 2006 and filed on June 21,
2006).
|
Exhibit
4.1
|
Master
Indenture, dated as of August 12, 2004, between the Issuing Entity and the
Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8−K
dated August 12, 2004 and filed on August 19,
2004).
|
Exhibit
4.2
|
Series
2005-1 Indenture Supplement, dated as of May 5, 2005, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2
to Form 8−K dated May 11, 2005 and filed on May 11,
2005).
|
Exhibit
4.3
|
Series
2005-2 Indenture Supplement, dated as of October 20, 2005, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated October 26, 2005 and filed on October 26,
2005).
|
Exhibit
4.4
|
Series
2006-1 Indenture Supplement, dated as of June 30, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
4.5
|
Series
2006-2 Indenture Supplement, dated as of June 30, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.2 to Form 8−K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
4.6
|
Series
2006-3 Indenture Supplement, dated as of August 10, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated August 10, 2006 and filed on August 11,
2006).
|
Exhibit
4.7
|
Series
2006-4 Indenture Supplement, dated as of November 9, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8−K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
4.8
|
Series
2007-1 Indenture Supplement, dated as of April 26, 2007, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated April 26, 2007 and filed on April 26,
2007).
|
Exhibit
4.9
|
Series
2007-2 Indenture Supplement, dated as of August 2, 2007, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated August 2, 2007 and filed on August 2,
2007).
|
Exhibit
4.10
|
Series
2009-1 Indenture Supplement, dated as of August 13, 2009, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated August 13, 2009 and filed on August 17,
2009).
|
Exhibit
4.11
|
Amended
and Restated Series 2006-2 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.2 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.12
|
Amended
and Restated Series 2006-4 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.3 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.13
|
Amended
and Restated Series 2007-1 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.4 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.14
|
Amended
and Restated Series 2007-2 Indenture Supplement, dated as of June 26,
2009, between the Issuing Entity and the Indenture Trustee (incorporated
by reference to Exhibit 4.5 to Form 8-K dated June 26, 2009 and filed on
June 26, 2009).
|
Exhibit
4.15
|
Amended
and Restated Trust Agreement, dated August 12, 2004, between the Depositor
and the Owner Trustee (incorporated by reference to Exhibit 4.4 to Form
8−K dated August 12, 2004 and filed on August 19,
2004).
|
Exhibit
4.16
|
Supplement
No. 1 to Master Indenture, dated as of May 5, 2005, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8−K dated May 11, 2005 and filed on May 11,
2005).
|
Exhibit
4.17
|
Supplement
No. 2 to Master Indenture, dated as of April 28, 2006, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2
to Form 8−K dated April 28, 2006 and filed on May 4,
2006).
|
Exhibit
4.18
|
Supplement
No. 3 to Master Indenture, dated as of June 30, 2006, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4
to Form 8−K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
4.19
|
Supplement
No. 4 to Master Indenture, dated as of August 10, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.4 to Form 8−K dated August 10, 2006 and filed on August 11,
2006).
|
Exhibit
4.20
|
Supplement
No. 5 to Master Indenture, dated as of November 9, 2006, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.3 to Form 8−K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
4.21
|
Supplement
No. 6 to Master Indenture, dated as of May 31, 2007, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8-K dated May 31, 2007 and filed on May 31,
2007).
|
Exhibit
4.22
|
Supplement
No. 7 to Master Indenture, dated as of August 2, 2007, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2
to Form 8-K dated August 2, 2007 and filed on August 2,
2007).
|
Exhibit
4.23
|
Supplement
No. 8 to Master Indenture, dated as of June 6, 2008, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8-K dated June 6, 2008 and filed on June 11,
2008).
|
Exhibit
4.24
|
Supplement
No. 9 to Master Indenture, dated as of December 30, 2008, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.1 to Form 8-K dated December 30, 2008 and filed on January 2,
2009).
|
Exhibit
4.25
|
Supplement
No. 10 to Master Indenture, dated as of June 26, 2009, between the Issuing
Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1
to Form 8-K dated June 26, 2009 and filed on June 26,
2009).
|
Exhibit
4.26
|
Supplement
No. 11 to Master Indenture, dated as of August 5, 2009, between the
Issuing Entity and the Indenture Trustee (incorporated by reference to
Exhibit 4.2 to Form 8-K dated August 5, 2009 and filed on August 10,
2009).
|
Exhibit
99.1
|
Receivables
Sale Agreement, dated as of August 12, 2004, among the sellers party
thereto and the Depositor (incorporated by reference to Exhibit 99.1 of
Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and
filed on June 21, 2006 (No. 333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.2
|
Receivables
Purchase and Contribution Agreement, dated as of August 12, 2004, between
the Depositor and the Issuing Entity (incorporated by reference to Exhibit
99.2 of Amendment No. 3 to Form S-3 Registration Statement dated June 21,
2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.3
|
Amended
and Restated Servicing Agreement, dated as of June 30, 2006, between the
Issuing Entity and the Master Servicer (incorporated by reference to
Exhibit 4.3 on Form 8-K dated June 30, 2006 and filed on July 3,
2006).
|
Exhibit
99.4
|
Administration
Agreement, dated as of August 12, 2004, between the Issuing Entity and GE
Capital (incorporated by reference to Exhibit 99.4 of Amendment No. 3 to
Form S-3 Registration Statement dated June 21, 2006 and filed on June 21,
2006 (No. 333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.5
|
Originator
Performance Guaranty, dated as of August 12, 2004, by GE Capital
(incorporated by reference to Exhibit 99.5 of Amendment No. 3 to Form S-3
Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No.
333-130782, 333-130782-01 and
333-130782-02)).
|
Exhibit
99.6
|
Amended
and Restated Sub-servicing Agreement, dated as of August 10, 2006, between
GE Capital and GE Commercial Distribution Finance Corporation
(incorporated by reference to Exhibit 4.2 to Form 8-K dated August 10,
2006 and filed on August 11, 2006).
|
Exhibit
99.7
|
Amended
and Restated Intercreditor Agreement, dated November 9, 2006, among the
sellers party thereto and the Master Servicer (incorporated by reference
to Exhibit 4.4 to Form 8-K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
99.8
|
Amendment
No. 1 to Receivables Sale Agreement, dated as of May 5, 2005, among the
sellers party thereto and the Depositor (incorporated by reference to
Exhibit 99.9 of Amendment No. 3 to Form S-3 Registration Statement dated
June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01
and 333-130782-02)).
|
Exhibit
99.9
|
Amendment
No. 2 to Receivables Sale Agreement, dated as of August 10, 2006, among
the sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.3 to Form 8-K dated August 10, 2006 and filed on August 11,
2006).
|
Exhibit
99.10
|
Amendment
No. 3 to Receivables Sale Agreement, dated as of November 9, 2006, among
the sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.2 to Form 8-K dated November 9, 2006 and filed on November 9,
2006).
|
Exhibit
99.11
|
Amendment
No. 4 to Receivables Sale Agreement, dated as of April 26, 2007, among the
sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.2 to Form 8-K dated April 26, 2007 and filed on April 26,
2007).
|
Exhibit
99.12
|
Amendment
No. 5 to Receivables Sale Agreement, dated as of January 1, 2010, among
the sellers party thereto and the Depositor (incorporated by reference to
Exhibit 4.1 to Form 8-K dated January 1, 2010 and filed on January 5,
2010).
|
Exhibit
99.13
|
Amendment
No. 1 to Receivables Purchase and Contribution Agreement, dated as of May
5, 2005, between the Depositor and the Issuing Entity (incorporated by
reference to Exhibit 99.10 of Amendment No. 3 to Form S-3 Registration
Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782,
333-130782-01 and 333-130782-02)).
|
Exhibit
99.14
|
Amendment
No. 2 to Receivables Purchase and Contribution Agreement, dated as of
August 10, 2006, between the Depositor and the Issuing Entity
(incorporated by reference to Exhibit 4.6 to Form 8-K dated August 10,
2006 and filed on August 11, 2006).
|
Exhibit
99.15
|
Amendment
No. 3 to Receivables Purchase and Contribution Agreement, dated as of
April 26, 2007, between the Depositor and the Issuing Entity (incorporated
by reference to Exhibit 4.3 to Form 8-K dated April 26, 2007 and filed on
April 26, 2007).
|
Exhibit
99.16
|
Amendment
No. 4 to Receivables Purchase and Contribution Agreement, dated as of May
31, 2007, between the Depositor and the Issuing Entity (incorporated by
reference to Exhibit 4.2 to Form 8-K dated May 31, 2007 and filed on May
31, 2007).
|
Exhibit
99.17
|
Amendment
No. 5 to Receivables Purchase and Contribution Agreement, dated as of
December 30, 2008, between the Depositor and the Issuing Entity
(incorporated by reference to Exhibit 4.2 to Form 8-K dated December 30,
2008 and filed on January 2, 2009).
|
Exhibit
99.18
|
Amendment
No. 6 to Receivables Purchase and Contribution Agreement, dated as of
January 1, 2010, between the Depositor and the Issuing Entity
(incorporated by reference to Exhibit 4.2 to Form 8-K dated January 1,
2010 and filed on January 5, 2010).
|
Exhibit
99.19
|
Amendment
No. 1 to Amended and Restated Servicing Agreement, dated as of August 10,
2006, between the Issuing Entity and the Master Servicer (incorporated by
reference to Exhibit 4.7 to Form 8-K dated August 10, 2006 and filed on
August 11, 2006).
|
Exhibit
99.20
|
First
Amendment to Administration Agreement, dated as of August 5, 2009, between
the Issuing Entity and GE Capital (incorporated by reference to Exhibit
10.1 to Form 8-K dated August 5, 2009 and filed on August 10,
2009).
|
Exhibit
31.1
|
Certification
of officer of the Depositor.
|
Exhibit
33.1
|
Report
on Assessment of Compliance with Servicing Criteria for Asset-Backed
Securities (General Electric Capital
Corporation).
|
Exhibit
33.2
|
Report
on Assessment of Compliance with Servicing Criteria for Asset−Backed
Securities (GE Commercial Distribution Finance
Corporation).
|
Exhibit
33.3
|
Report
on Assessment of Compliance with Servicing Criteria for Asset−Backed
Securities (Deutsche Bank Trust Company
Americas).
|
Exhibit
34.1
|
Attestation
Report of KPMG LLP, with respect to General Electric Capital
Corporation.
|
Exhibit
34.2
|
Attestation
Report of KPMG LLP, with respect to GE Commercial Distribution
Finance Corporation.
|
Exhibit
34.3
|
Attestation
Report of KPMG LLP, with respect to Deutsche Bank Trust Company
Americas.
|
Exhibit 35.1 | Servicing Compliance Statement of General Electric Capital Corporation. |
Exhibit 35.2 | Servicing Compliance Statement of GE Commercial Distribution Finance Corporation. |