EXECUTION COPY
 LOAN SALE AGREEMENT
   
  
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LOAN SALE AGREEMENT Agreement Sale Agreement GENERAL ELECTRIC CAPITAL CORPORATION Seller CEF EQUIPMENT HOLDING, L.L.C. Purchaser
  ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Definitions Section 1 Annex A
 Rules of Construction Section 2 Annex A
 ARTICLE II
 SALES OF CEF ASSETS
 Sale of CEF Assets
 (i)
    
    the Loans and all obligations of the Obligors thereunder,
excluding amounts received thereunder prior to or on the Cut-off Date;(ii)
    
    all Related Security and any Collections and additional monies
received under the Loans, unless related to amounts due in respect of the Loans
on or before the Cut-off Date;(iii)
    
    all other property now or hereafter in the possession or
custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the
Seller relating to any of the foregoing;(iv)
    
    all Loan Files and Records with respect to any of the
foregoing; and(v)
    
    all proceeds of the foregoing (all such assets, collectively,
the CEF Assets).
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Loan Files
 (i)
    
    the original fully executed copy of the Loan;(ii)
    
    a record or facsimile of the original credit application, if
obtained, fully executed by the Obligor;(iii)
    
    the original certificate of title or file stamped copy of the
UCC financing statement or such other documents evidencing the security
interest of the Purchaser in the Equipment; and(iv)
    
    any and all other material documents relating to a Loan, an
Obligor or any of the Equipment.
 Grant of Security Interest Section 2.1 Section 2.2
 Sale Price Section 2.1
 Article III
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ARTICLE III
 CONDITIONS PRECEDENT
 Conditions to Sale clause (e)
   Section 4.2(c)
     clauses (d) (f) (g) Section 3.1
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ARTICLE IV
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 Representations and Warranties of the Seller
 Corporate Existence; Power and Authority
 UCC Information Schedule 4.1(b) Schedule 4.1(b) Schedule 4.1(b)
 Authorization, Compliance with Law
 Enforceability
 Solvency
 Use of Proceeds
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Investment Company Act
 Loans and Other CEF Assets Section 2.2
 Section 4.1
 Affirmative Covenants of the Seller
 Records
 Access
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Compliance With Agreements and Applicable Laws
 Maintenance of Existence and Conduct of Business provided
 Notice of Material Event
 (i)
    
    any Litigation commenced, or to the knowledge of the Seller,
threatened against it or with respect to or in connection with all or any
substantial portion of the CEF Assets or developments in such Litigation in
each case that the Seller believes has a reasonable risk of being determined
adversely to it and that could, if determined adversely, have a Material
Adverse Effect on the Seller or the Purchaser; or(ii)
    
    the commencement of a case or proceeding by or against the
Seller seeking a decree or order in respect to it (A) under the Bankruptcy Code
or any other applicable federal, state or foreign bankruptcy or other similar
law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for the Seller or for any substantial part
of the Sellers assets, or (C) ordering the winding-up or liquidation of the
affairs of the Seller.
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Separate Identity Exhibit 4.2(f)
 Deposit of Collections nd
 Negative Covenants of the Seller
 Adverse Claims
 Modifications of Loans
 UCC Matters
 No Proceedings provided
 ARTICLE V
 INDEMNIFICATION
 Indemnification Purchaser Indemnified Person
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provided
 NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY
SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT
MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.
 ARTICLE VI
 MISCELLANEOUS
 Notices Section 6.1
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No Waiver; Remedies
 Sections 4.1 4.2 4.3
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Successors and Assigns
 Termination; Survival of Obligations
 provided Section
6.2(b) Article V Sections 4.3(c) 6.3 6.4(b) 6.12
 Complete Agreement; Modification of Agreement Section 6.6
 Amendments and Waivers
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GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATION LAW) AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.
 EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED , THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER , THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE CEF ASSETS OR ANY SECURITY FOR THE OBLIGATIONS OF THE SELLER ARISING
HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PURCHASER. EACH
PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH
PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION
6.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTYS
ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
 BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND
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ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 Counterparts
 Severability
 Section Titles
 No Setoff
 Confidentiality
 Further Assurances
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Section
6.13
 Accounting Changes
 Limitation on Payments
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IN WITNESS WHEREOF
 CEF EQUIPMENT HOLDING, L.L.C.By:

/s/Name:
    Steven DayTitle:
    Vice PresidentGENERAL ELECTRIC CAPITAL CORPORATION, as SellerBy:

/s/Name:
    Thomas A. DavidsonTitle:
    Attorney-In-Fact 700148750 06142559
    
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Schedule 4.1(b)
 UCC INFORMATION
 General Electric Capital CorporationTrue Legal Name:
    
    General Electric Capital CorporationJurisdiction of Organization:
    
    DelawareExecutive Offices/Principal Place of
Business:
    
    201 Merritt 7
Norwalk, Connecticut 06851Collateral Locations:
    
    Danbury, Connecticut
El Paso, Texas
Billings, Montana
MexicoTrade Names:
    
    GE CapitalFEIN:
    

    13-1500700Organizational Identification Number:
    

    3174543
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Schedule I
 Schedule of Loans
 On file with Mayer Brown LLP
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Exhibit 4.2(f)
 SEPARATE IDENTITY PROVISIONS
      paragraph (d)
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ANNEX A
  LOAN SALE AGREEMENT
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DEFINITIONS AND INTERPRETATION
 Definitions and Conventions
 Accounting Changes
 Administration Agreement
 Administrator
 Adverse Claim
 Affiliate
 Annual Percentage Rate APR
 Appendices
 Bankruptcy Code et seq
 Business Day
 CEF Assets Section 2.1(a)
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CEF Cash Purchase Price Section 2.3(a)
 CEF Limited Liability Company Agreement
 Closing Date
 Collection Period
 Collections
 Consumer Contract
 Credit and Collection Policies Credit and Collection Policy
 Cut-off Date
 Defaulted Loan
 Dollars $
 Eligible Loan
 Characteristics of CEF Assets
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Schedules of CEF Assets Schedule I Schedule II Schedule III Schedule IV
 Compliance with Law
 Binding Obligation
 No Government Obligor
 Security Interest in the Equipment
 CEF Assets in Force
 No Amendment or Waiver
 No Defenses
 Lawful Assignment
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All Filings Made
 One Original
 Insurance
 No Bankruptcies
 No Repossessions
 Instrument or Chattel Paper
 U.S. Obligors
 No Delinquent Loan
 No Consumer Contract
 Equipment
 Event of Default
 Federal Reserve Board
 Final Maturity Date
 GAAP Section 2(a) Annex A
 GE Capital preamble
 Governmental Authority
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Indemnified Amounts
 Indenture
 Indenture Trustee
 Intercreditor Agreement
 Investment Company Act et seq.
 Issuer
 Issuer Limited Liability Company Agreement
 Lien
 Liquidated Loan
 Liquidation Proceeds
 Litigation
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Loan
 Loan Files Section 2.1
 Loan Value
 Managing Member
 Material Adverse Effect
 Notes
 Obligor
 Payment Date th
 Permitted Encumbrances
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pari passu
 Person
 Precomputed Loan
 Purchase Amount
 Purchase and Sale Agreement
 Purchaser
 Purchaser Indemnified Person Section 5.1
 Records
 Recoveries
 Redemption Date
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Related Documents
 Related Security
 Sale Agreement
 Scheduled Payment
 Schedules
of Loans Schedule I
 Securities Act et seq.
 Securities Exchange Act et seq.
 Seller
 Servicer
 Servicing Agreement
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Servicing Fee
 Simple Interest Loan
 Solvent
 Stock
 Stockholder
 Sub-Servicer
 Sub-Servicing Agreement
 Subsidiary
 Successor Servicer Section 6.2
 Transfer Date
 Transferor
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UCC
 Other Interpretive Matters Annex A
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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATIONSection 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Rules of Construction
    
    
    1ARTICLE II SALES OF CEF ASSETSSection 2.1
    
    Sale of CEF Assets
    
    
    1Section 2.2
    
    Grant of Security Interest
    
    
    2Section 2.3
    
    Sale Price
    
    
    2ARTICLE III CONDITIONS PRECEDENTSection 3.1
    
    Conditions to Sale
    
    
    3ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTSSection 4.1
    
    Representations and Warranties of the Seller
    
    
    4Section 4.2
    
    Affirmative Covenants of the Seller
    
    
    5Section 4.3
    
    Negative Covenants of the Seller
    
    
    7ARTICLE V INDEMNIFICATIONSection 5.1
    
    Indemnification
    
    
    7ARTICLE VI MISCELLANEOUSSection 6.1
    
    Notices
    
    
    8Section 6.2
    
    No Waiver; Remedies
    
    
    9Section 6.3
    
    Successors and Assigns
    
    
    10Section 6.4
    
    Termination; Survival of Obligations
    
    
    10Section 6.5
    
    Complete Agreement; Modification of Agreement
    
    
    10Section 6.6
    
    Amendments and Waivers
    
    
    10Section 6.7
    
    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
    
    
    11Section 6.8
    
    Counterparts
    
    
    12Section 6.9
    
    Severability
    
    
    12Section 6.10
    
    Section Titles
    
    
    12Section 6.11
    
    No Setoff
    
    
    12Section 6.12
    
    Confidentiality
    
    
    12Section 6.13
    
    Further Assurances
    
    
    12Section 6.14
    
    Accounting Changes
    
    
    13Section 6.15
    
    Limitation on Payments
    
    
    13
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TABLE OF CONTENTS
 PageSchedule 4.1(b)
    
    UCC InformationSchedule I
    
    Schedule of GECC LoansExhibit 4.2(f)
    
    Separate Identity ProvisionsAnnex A:
    
    Definitions and Interpretation
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