Item 1.
Business.
Item 1A.
Item 1A.
Risk Factors.
Item 2.
Properties.
Item 3.
Legal Proceedings.
Item 1B.
Item 1B.
Unresolved Staff Comments. Not Applicable.
Item 4.
Item 4.
Mine Safety Disclosures. Not Applicable.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5.
Item 5.
Market for Registrant’s Common Equity and Related Stockholder Matters.
Item 6.
Item 6.
Selected Financial Data.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
Item 9.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A.
Item 9A.
Controls and Procedures.
Item 9B.
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.
Item 10.
Directors, Executive Officers and Corporate Governance.
Item 11.
Item 11.
Executive Compensation.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Item 14.
Item 14.
Principal Accountant Fees and Services.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules.
(a)
(1)
Not applicable.
(2)
Not applicable.
(3)
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b) Exhibits.
Exhibit
Number
Description
Exhibit 3.1:
Certificate of Formation of CNH Capital Receivables LLC (Filed as Exhibit 3(a) to registrant’s Form S-3 filed on February 19, 2009, and incorporated herein by reference).
Exhibit 3.2:
Limited Liability Company Agreement of CNH Capital Receivables LLC (Filed as Exhibit 3(b) to registrant’s Form S-3 filed on February 19, 2009, and
Exhibit
Number
Description
incorporated herein by reference).
Exhibit 4.1:
Indenture, dated as of November 1, 2010, between CNH Equipment Trust 2010-C and The Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.2:
Trust Agreement, dated as of November 1, 2010, among CNH Capital Receivables LLC and Wilmington Trust Company, as trustee (Filed as Exhibit 4.2 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.3:
Sale and Servicing Agreement, dated as of November 1, 2010, among CNH Capital Receivables LLC, New Holland Credit Company, LLC and CNH Equipment Trust 2010-C (Filed as Exhibit 4.3 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.4:
Purchase Agreement, dated as of November 1, 2010, between CNH Capital Receivables LLC and CNH Capital America LLC (Filed as Exhibit 4.4 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.5:
Administration Agreement, dated as of November 1, 2010, among New Holland Credit Company, LLC, CNH Equipment Trust 2010-C, Wilmington Trust Company and The Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.5 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.6:
Backup Servicing Agreement, dated as of November 1, 2010, among CNH Capital Receivables LLC, New Holland Credit Company, LLC, CNH Equipment Trust 2010-C and Systems & Services Technologies, Inc., which was subsequently terminated on October 25, 2011 (Filed as Exhibit 4.6 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 10.1:
Underwriting Agreement, dated as of November 10, 2010, among CNH Capital America LLC, CNH Capital Receivables LLC, RBS Securities Inc., Credit Agricole Securities (USA) Inc. and SG Americas Securities, LLC, as underwriters (Filed as Exhibit 1.1 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 31.1:
Section 302 Certification.
Exhibit 33.1:
Certification Regarding Compliance with Applicable Servicing Criteria (New
Exhibit
Number
Description
Holland Credit Company, LLC).
Exhibit 33.2:
Assertion of Compliance with Applicable Servicing Criteria (The Bank of New York Mellon Trust Company, N.A.).
Exhibit 34.1:
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP).
Exhibit 34.2:
Report of Independent Registered Public Accounting Firm (KPMG LLP).
Exhibit 35.1:
Servicing Compliance Statement of New Holland Credit Company, LLC.
(c) Not applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligor Financial Information.
No obligor relating to the pool assets held by the issuing entity is a “significant obligor” as that term is defined in Regulation AB.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments.
Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.
Item 1117 of Regulation AB. Legal Proceedings.
The registrant knows of no material pending legal proceedings or material legal proceedings contemplated by governmental authorities against any of the parties or property for which Item 1117 of Regulation AB would require disclosure.
Item 1119 of Regulation AB. Affiliates and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119 because such information has been previously provided as permitted by the Instructions to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of New Holland Credit Company, LLC (“NHCC”) and The Bank of New York Mellon Trust Company, N.A. (“BNY”) (each, a “Servicing Participant”) have been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Trust. Each of the Servicing Participants has completed a report on assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”). The Report on Assessment provided by NHCC and the Report on Assessment provided by BNY are dated as of March 27, 2014 and February 26, 2014, respectively, and as of and for a period consisting of the twelve months ended December 31, 2013. Each Report on Assessment is attached as an exhibit to this Form 10-K.
In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by an independent registered public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
Except as set forth in the following paragraphs, none of the Reports on Assessment or the related Attestation Reports have identified (i) any material instances of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in the related Servicing Participant’s policies and procedures to monitor vendor compliance.
The BNY Report on Assessment and related Attestation Report each identify the following material instances of noncompliance by BNY with the servicing criteria applicable to BNY identified in the BNY Report on Assessment:
With respect to Regulation AB Item 1122(d)(3)(i), which contemplates that reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements and specifically, that such reports: (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements, the registrant and NHCC were informed by BNY that:
During the reporting period (the twelve months ended December 31, 2013), certain reports to investors were not prepared in accordance with the timeframes and other terms set forth in the related transaction agreements. When management became aware of such instances, controls designed to prevent such occurrences in the future were implemented. Impacted investors received either (i) reports containing accurate information that were not previously distributed or (ii) revised reports notifying investors that previous information in reports were revised with corrected information. Reports were delivered to investors and filed on EDGAR on Form 10-D or Form 10-D/A, as required.
With respect to Regulation AB 1122(d)(3)(ii), which contemplates that amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements, the registrant and NHCC were informed by BNY that:
During the reporting period (the twelve months ended December 31, 2013), for an auto transaction in the Platform, certain amounts due to the related investors were not remitted in
accordance with the timeframes set forth in the related transaction agreements. When management became aware of such instance, the transaction was properly set-up on the Company’s automated payment system and other controls designed to prevent such occurrences in the future were implemented. Notice of the failure was made available to investors in the transaction through the facilities of DTC on August 21, 2013 and on a Form 10-D filed on EDGAR on the same date, and investors were offered compensation for the one day remittance delay. The investor report was not revised as it accurately reflected the amounts due to investors and available for payment on the payment due date. For purposes of this paragraph, (a) the “Company” means collectively, The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), and (b) the “Platform” means publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities.
Item 1123 of Regulation AB. Servicer Compliance Statement.
A Servicer Compliance Statement from an officer of New Holland Credit Company, LLC is included as an exhibit to this Report.
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.
March 27, 2014
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 securityholders and the registrant does not intend to furnish such report or proxy materials to securityholders subsequent to the filing of this Annual Report on Form 10-K.
CNH EQUIPMENT TRUST 2010-C
EXHIBIT INDEX
Exhibit
Number
Description
Exhibit 3.1:
Certificate of Formation of CNH Capital Receivables LLC (Filed as Exhibit 3(a) to registrant’s Form S-3 filed on February 19, 2009, and incorporated herein by reference).
Exhibit 3.2:
Limited Liability Company Agreement of CNH Capital Receivables LLC (Filed as Exhibit 3(b) to registrant’s Form S-3 filed on February 19, 2009, and incorporated herein by reference).
Exhibit 4.1:
Indenture, dated as of November 1, 2010, between CNH Equipment Trust 2010-C and The Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.2:
Trust Agreement, dated as of November 1, 2010, among CNH Capital Receivables LLC and Wilmington Trust Company, as trustee (Filed as Exhibit 4.2 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.3:
Sale and Servicing Agreement, dated as of November 1, 2010, among CNH Capital Receivables LLC, New Holland Credit Company, LLC and CNH Equipment Trust 2010-C (Filed as Exhibit 4.3 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.4:
Purchase Agreement, dated as of November 1, 2010, between CNH Capital Receivables LLC and CNH Capital America LLC (Filed as Exhibit 4.4 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.5:
Administration Agreement, dated as of November 1, 2010, among New Holland Credit Company, LLC, CNH Equipment Trust 2010-C, Wilmington Trust Company and The Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.5 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 4.6:
Backup Servicing Agreement, dated as of November 1, 2010, among CNH Capital Receivables LLC, New Holland Credit Company, LLC, CNH Equipment Trust 2010-C and Systems & Services Technologies, Inc., which
Exhibit
Number
Description
was subsequently terminated on October 25, 2011 (Filed as Exhibit 4.6 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 10.1:
Underwriting Agreement, dated as of November 10, 2010, among CNH Capital America LLC, CNH Capital Receivables LLC, RBS Securities Inc., Credit Agricole (USA) Inc. and SG Americas Securities, LLC, as underwriters (Filed as Exhibit 1.1 of the Trust’s Current Report on Form 8-K filed on November 23, 2010, and incorporated herein by reference).
Exhibit 31.1:
Section 302 Certification.
Exhibit 33.1:
Certification Regarding Compliance with Applicable Servicing Criteria (New Holland Credit Company, LLC).
Exhibit 33.2:
Assertion of Compliance with Applicable Servicing Criteria (The Bank of New York Mellon Trust Company, N.A.).
Exhibit 34.1:
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP).
Exhibit 34.2:
Report of Independent Registered Public Accounting Firm (KPMG LLP).
Exhibit 35.1:
Servicing Compliance Statement of New Holland Credit Company, LLC.