Mail Stop 3561
January 23, 2006
Mr. Roberto Miotto
Senior Vice President, General Counsel and Secretary
CNH Capital Receivables LLC
100 South Saunders Road
Lake Forest, Illinois 60045
Re: CNH Capital Receivables LLC
Registration Statement on Form S-3
Filed December 23, 2005
File No. 333-130656
Dear Mr. Miotto:
We have limited our review of your filing for compliance
with
Regulation AB. Please further note that our limited review covers
only those issues addressed in the comments below. Please note
that
our comments to either the base prospectus and/or the supplement
should be applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor has been current and timely with
Exchange
Act reporting during the last twelve months with respect to asset-
backed securities involving the same asset class. Please refer to
General Instruction I.A.4 of Form S-3. Also, please provide us
with
the CIK codes for any affiliate of the depositor that has offered
a
class of asset-backed securities involving the same asset class as
this offering.
2. Please confirm that all material terms to be included in the
finalized agreements will also be disclosed in the final Rule
424(b)
prospectus, or that finalized agreements will be filed
simultaneously
with or prior to the final prospectus. Refer to Item 1100(f) of
Regulation AB.
3. We note that your disclosure on page 53 lists several specific
types of credit enhancement you may use and then indicates that
you
may also use "other agreements with respect to third party
payments
or other support." Please note that a takedown off of a shelf
that
involves assets, structural features, credit enhancement or other
features that were not described in the base prospectus will
usually
require either a new registration statement, if to include
additional
assets, or a post-effective amendment. Refer to Rule 409 of the
Securities Act, which requires that the registration statement be
complete at the time of effectiveness, except for information that
is
not known or reasonably available. Please confirm for us that the
base prospectus includes all assets, credit enhancements or other
structural features reasonably contemplated to be included in an
actual takedown and revise as appropriate.
4. If available, please provide us with copies of any updated
servicing agreements, marked to show changes from the prior
servicing
agreements, including any changes you made to comply with
Regulation
AB. Please also ensure that your filing is updated to reflect the
terms of the new agreements, if applicable.
5. Please provide a separately captioned section here or in the
base
prospectus that describes the affiliations among the parties
involved
in the transaction with a clear description, or chart, of the
nature
of the affiliations. Refer to Item 1119 of Regulation AB for
guidance.
6. While we note your disclosure on page S-3 regarding the pre-
funding period, it does not appear that you have provided a more
detailed description in either the body of the prospectus
supplement
or the base prospectus. Please revise to provide separate
sections
in both documents describing the terms of any pre-funding features
you intend to use. Additionally, please confirm that the amount
of
proceeds to be used for any pre-funding account will not be
greater
than 50% of the offering proceeds.
7. Please expand the disclosure in either the prospectus
supplement
or the base prospectus to provide more specific information
regarding
the past experience of the sponsor, servicer and trustee. For
example, it does not appear that you have provided information
regarding the size, composition and growth of the portfolios of
the
sponsor or servicer, as called for by Items 1104(c) and 1108(b)(2)
of
Regulation AB. Additionally, while we note your statement that
the
trustee has served as trustee "for numerous securitization
transactions and programs involving pools of loans and lease
receivables similar to the receivables," you should expand your
disclosure to provide more specific information regarding such
experience.
8. We note from page S-25 that some of the receivables included in
the asset pool may be delinquent. Please tell us how you will
meet
the delinquent asset limitation requirement under General
Instruction
I.B.5(a)(ii) of Form S-3.
Calculation of Registration Fee
9. Revise your fee table to disclose to what footnotes (2) and (3)
refer.
Prospectus Supplement
Cover Page
10. Please revise the second sentence in the box on the left side
of
the cover page to indicate that the notes represent obligations of
the "issuing entity" as opposed to the trust. See Item 1102(d) of
Regulation AB.
11. Please expand your cover page to identify the asset type being
securitized. See Item 1102(c) of Regulation AB.
Important Notice about Information Presented in this Prospectus
Supplement, ... page ii
12. We note your disclosure on page ii indicating that investors
should rely on the information in the prospectus supplement if the
description of the terms of the securities vary between the
prospectus supplement and base prospectus. Please note that
disclosure in prospectus supplements may enhance disclosure in the
base prospectus but should not contradict it. See Section
III.A.3(b)
of SEC Release No. 33-8518 and revise accordingly.
Where You Can Find More Information, page ii
13. Revise your disclosure to accurately reflect the Commission`s
new
address at 100 F Street, NE, Washington, DC 20549.
Summary
14. We encourage you, in an appropriate place, to provide a
graphic
illustration(s) of the flow of funds and payment priorities and
allocations, including any subordination features, to assist
investors in understanding the payment flow on all classes of
issued
notes. Refer to Item 1103(a)(3)(vi) of Regulation AB.
The Receivables Pool, page S-20
15. Please revise this section to provide all of the information
required by Item 1111(b) of Regulation AB. For example, while we
note that you have provided information regarding the number of
different types of pool assets, the asset size as of the cut-off
date
and the interest rates on the underlying receivables, it does not
appear that you have provided information regarding LTV ratios or
standardized credit scores. Please revise to provide all of the
information required by Item 1111(b) of Regulation AB or advise.
16. Please revise to clarify what types of assets will be included
in
the asset pool. For example, we note that your summary section
indicates that the asset pool may include retail installment
contracts, equipment leases or consumer installment sales
contracts.
However, item one at the bottom of page S-21 as well as the
"Receivables Type" disclosure on page S-23 indicates that only
retail
installment contracts will be included. Conversely, it appears
that
you have provided bracketed language on page S-29 regarding the
disclosure you will provide if leases are included in the asset
pool.
Please revise throughout the prospectus supplement to provide
consistent disclosure regarding the assets that will be included
in
the pool. For example, if leases may be included, you should
provide
bracketed language regarding leases throughout the filing instead
of
indicating in some sections that only retail installment contracts
will be included.
17. As a follow-up to the comment above, if you intend to include
leases as part of the asset pool, please revise to disclose how
you
will comply with General Instruction I.B.5(a)(iii) of Form S-3.
Servicing Matters, page S-43
18. Please revise this section or the corresponding section in the
base prospectus, as appropriate, to provide all of the information
required by Item 1108 of Regulation AB. For example, while we
note
that you have provided information regarding collection procedures
and backup servicers, it is not clear whether the servicer would
be
required to make advances or may waive or modify terms of the
underlying loan documents. Revise to provide all required
information or advise.
Ratings of the Notes, page S-59
19. We note your disclosure regarding the ratings of the
securities.
Also include a discussion of any continued monitoring of the
ratings.
Refer to Item 1120 of Regulation AB for guidance.
Base Prospectus
Use of Proceeds, page 37
20. We note your reference to "net proceeds." Please disclose the
amount of expenses payable from the offering proceeds.
Additionally,
separately identify the type and amount of expenses paid to each
transaction party or affiliate. Refer to Item 1107(j) of
Regulation
AB.
Credit and Cash Flow Enhancement, page 53
21. Revise your disclosure to briefly describe all credit
enhancement
features listed in this section. Refer to Item 1114 of Regulation
AB
for guidance.
Indexed Securities, page 44
22. It appears that you contemplate linking payments on the
securities to changes in the price of an index of securities or
commodities. Please note that payments on securities based on the
value of an equity or commodity would not meet the definition of
an
asset-backed security under Regulation AB. Refer to Item
1101(c)(1)
of Regulation AB and the discussion of the definition of asset-
backed
security in Section III.A.2 in SEC Release No. 33-8518. Please
delete the referenced sources or provide an analysis to explain
how
such referenced sources would meet the definition of an asset
backed
security under Regulation AB.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
If you have any questions regarding these comments, you may
contact
Melinda Kramer at (202) 551-3726 or me at (202) 551-3454.
Sincerely,
Sara D. Kalin
Branch Chief-Legal
cc: Via Facsimile (312) 706-8153
Mr. Robert Hugi, Esq.
Mayer, Brown, Rowe & Maw, LLP
Telephone: (312) 701-7121
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Mr. Roberto Miotto
CNH Capital Receivables LLC
January 23, 2006
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