Item 1. Business
Not applicable in reliance on the Relief Letter.
Item 2.
Item 2. Properties
Refer to the Officers’ Certificate as to Compliance for the Trust attached as Exhibit 99.3.
Item 3.
Item 3. Legal Proceedings
There were no material legal proceedings involving the Trust, or to the extent relating to the Trust, the Transferor, the Servicer or the owner trustee, which were pending at December 31, 2005, other than ordinary routine litigation incidental to the Servicer’s duties under the Transfer and Servicing Agreement.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal year covered by this report to a vote of holders of either the Notes or Certificates.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
The Transferor has retained the Certificate representing ownership of the Trust. There is no market for the Certificate.
Since the Trust does not pay dividends with respect to the Certificate, the information required by Item 201 of Regulation S-K regarding dividends is inapplicable to the registrant. See Item 15 for information with respect to distributions to Noteholders.
Item 6.
Item 6. Selected Financial Data
Not applicable in reliance on the Relief Letter.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Not applicable in reliance on the Relief Letter.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable in reliance on the Relief Letter.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable in reliance on the Relief Letter.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principals or practices or financial disclosure.
Item 9A.
Item 9A. Controls and Procedures
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable in reliance on the Relief Letter.
Item 11.
Item 11. Executive Compensation
Not applicable in reliance on the Relief Letter.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The Transferor owns the Certificate representing ownership of the Trust, and CNH Capital America LLC owns 100% of theTransferor’s membership interests.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Servicer owns all of the Transferor’s voting securities. If the Trust has any voting securities, the Transferor owns those securities. During the past fiscal year, the only transactions between the Transferor and the Servicer or between the Transferor and the Trust were the transactions that have been disclosed in the prospectuses previously filed pursuant to Rule 424(b).
Item 14.
Item 14. Principal Accounting Fees and Services
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
CNH WHOLESALE MASTER NOTE TRUST
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.
Dated: March 17, 2006
CNH WHOLESALE MASTER NOTE TRUST
CNH WHOLESALE MASTER NOTE TRUST
EXHIBIT INDEX
Exhibit 31.1: Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2: Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1: Management’s Assertion Concerning Compliance.
Exhibit 99.2: Report of Independent Registered Public Accounting Firm.
Exhibit 99.3: Officers’ Certificate as to Compliance.