** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**x****      ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2009.**

 

**OR**

 

**o****         TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**Commission File Number of issuingentity: 333-157418-02**

 

**CNHEQUIPMENT TRUST 2009-C**

(Exact name of issuing entity as specified in its charter)

 

**Commission File Number of depositor: 333-157418**

 

**CNH CAPITAL RECEIVABLES LLC**

(Exact name of depositor as specified in its charter)

 

**CNH CAPITAL AMERICA LLC**

(Exact name of sponsor as specified in its charter)

 

**Delaware**

(State or other jurisdiction of incorporation or organization of theissuing entity)

 

**27-6283266 (CNH Equipment Trust 2009-C)**

**39-1995297 (CNH Capital Receivables LLC)**

(I.R.S. Employer Identification No.)

 

| **6900 Veterans Boulevard**              |       |       |
|------------------------------------------|------------|------------|
| **Burr Ridge, Illinois**                 | ** ** | **60527**  |
| (Address of principal executive offices) |       | (Zip Code) |

 

**(630) 887-2095**

(Registrant’s telephone number, including area code)

 

 

Securitiesregistered pursuant to Section 12(b) of the Act: **None**.

 

Securitiesregistered pursuant to Section 12(g) of the Act: **None**.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes o   No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o   No x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. x Yes  o  No

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S- T (§ 23 2.405of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files). o Yes  o  No

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. Check one:

 

| Large accelerated filer o                                              |   | Accelerated filer o         |
|------------------------------------------------------------------------|--------|-----------------------------|
|                                                                   |   |                        |
| Non-accelerated filer x  (Do not check if a smaller reporting company) |   | Smaller Reporting Company o |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).: Yes o   No x

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter. **Registrant has no voting or non-voting common equity outstanding heldby non-affiliates.**

 

Indicatethe number of shares outstanding of each of the registrant’s classes of commonstock, as of the last practicable date.  **Not applicable.**

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunderthe following documents if incorporated by reference and the Part of the Form 10-K(e.g., Part I, Part II, etc.) into which the document isincorporated: (1) Any annual report to security holders; (2) Anyproxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearly described for identificationpurposes (e.g., annual report to security holders for fiscal year ended December 24,1980).

 

**None.**

 

 

 

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**PART I**

 

CNHEquipment Trust 2009-C (the “Trust”) is a trust established under the laws ofthe State of Delaware by the Trust Agreement dated October 1, 2009 betweenCNH Capital Receivables LLC (the “Seller”), and Wilmington Trust Company, astrustee. New Holland Credit Company, LLC, (the “Servicer”), is the Servicerunder a Sale and Servicing Agreement (the “Sale and Servicing Agreement”) datedas of October 1, 2009 among the Servicer, the Seller and the Trust. TheTrust issued $824,821,000in aggregate principal amount of registered asset-backed notes, ClassesA-1, A-2, A-3, A-4 (collectively, the “Class A Notes”) and B (the “Class BNotes” and together with the Class A Notes, the “Notes”), pursuant to anIndenture dated as of October 1, 2009, between the Trust and The Bank ofNew York Mellon Trust Company, N.A., as indenture trustee.  The Seller initially retained ownership ofthe certificates representing the ownership interest in the Trust (the “Certificates”).

 

The following Items havebeen omitted in accordance with General Instruction J to Form 10-K:

 

**Item 1.****                                                          ****Business.**

 

**Item 1A.****                                                 ****Risk Factors.**

 

**Item 2.****                                                          ****Properties.**

 

**Item 3.****                                                          ****Legal Proceedings.**

 

**Item 4.****                                                          ****Submission of Matters to a Vote of Security Holders.**

 

**Item 1B.****                                                 ****Unresolved Staff Comments. **Not Applicable.

 

**PART II**

 

The following Items havebeen omitted in accordance with General Instruction J to Form 10-K:

 

**Item 5.****                                                          ****Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities.**

 

**Item 6.****                                                          ****Selected Financial Data.**

 

**Item 7.****                                                          ****Management’s Discussion and Analysis of Financial Condition and Resultsof Operations.**

 

**Item 7A.****                                                 ****Quantitative and Qualitative Disclosures About Market Risk.**

 

**Item 8.****                                                          ****Financial Statements and Supplementary Data.**

 

**Item 9.****                                                          ****Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure.**

 

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**Item 9A.****                                                 ****Controls and Procedures.**

 

**Item 9A(T).****                               ****Controls and Procedures.**

 

**Item 9B.****                                                 ****Other Information. **None.

 

**PART III**

 

Thefollowing Items have been omitted in accordance with General Instruction J to Form 10-K:

 

**Item 10.****                                                   ****Directors, Executive Officers and Corporate Governance.**

 

**Item 11.****                                                   ****Executive Compensation.**

 

**Item 12.****                                                   ****Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters.**

 

**Item 13.****                                                   ****Certain Relationships and Related Transactions, and Director Independence.**

 

**Item 14.****                                                   ****Principal Accounting Fees and Services.**

 

**PART IV**

 

**Item 15.****                                                   ****Exhibits and Financial Statements Schedules.**

 

(a)                                                                                  (1)                                  Not applicable.

 

(2)                                  Not applicable.

 

(3)                                  The exhibits filed inresponse 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 incorporated  herein by reference). |

 

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| **Exhibit  Number**    | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                  |
|------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 4.1:**  |       | Indenture, dated as of  October 1, 2009, between CNH Equipment Trust 2009-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 13, 2009, and  incorporated herein by reference).                                                                                   |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 4.2:**  |       | Trust Agreement, dated as  of October 1, 2009, 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 13, 2009, and incorporated  herein by reference).                                                                                         |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 4.3:**  |       | Sale and Servicing  Agreement, dated as of October 1, 2009, among CNH Capital Receivables  LLC, New Holland Credit Company, LLC and CNH Equipment Trust 2009-C (Filed as  Exhibit 4.3 of the Trust’s Current Report on Form 8-K filed on  November 13, 2009, and incorporated herein by reference).                                                     |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 4.4:**  |       | Purchase Agreement, dated  as of October 1, 2009, 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 13, 2009, and incorporated herein by  reference).                                                                                                 |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 4.5:**  |       | Administration Agreement,  dated as of October 1, 2009, among New Holland Credit Company, LLC, CNH  Equipment Trust 2009-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 13, 2009, and incorporated herein by  reference).          |
|                   |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 4.6:**  |       | Backup Servicing  Agreement, dated as of October 1, 2009, among CNH Capital Receivables  LLC, New Holland Credit Company, LLC, CNH Equipment Trust 2009-C and Systems &  Services Technologies, Inc. (Filed as Exhibit 4.6 of the Trust’s  Current Report on Form 8-K filed on November 13, 2009, and  incorporated herein by reference). |
| ** **             |       |                                                                                                                                                                                                                                                                                                                                                                             |
| **Exhibit 10.1:** |       | Underwriting Agreement,  dated as of November 3, 2009, among CNH Capital America LLC, CNH Capital  Receivables LLC, Banc of America Securities LLC and BNP Paribas Securities  Corp. (Filed as Exhibit 1.1 of the Trust’s Current Report on  Form 8-K filed on November 13, 2009, 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).                                                                                                                                                                                                                                                                       |

 

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| **Exhibit  Number**    | ** ** | **Description**                                                                                                 |
|------------------------|------------|-----------------------------------------------------------------------------------------------------------------|
| **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 (Deloitte & Touche 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 InstructionJ to Form 10-K****:*

 

**Item 1112(b) ofRegulation AB. Significant Obligor Financial Information.**

 

No obligor relating to thepool assets held by the issuing entity is a “significant obligor” as that termis defined in Regulation AB.

 

**Item1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Exceptfor Certain Derivatives Instruments.**

 

Based on the standards setforth in Item 1114(b)(2) of Regulation AB, no information is required inresponse to this Item.

 

**Item 1115(b) ofRegulation AB. Certain Derivatives Instruments.**

 

Based on the standards setforth in Item 1115(b) of Regulation AB, no information is required inresponse to this Item.

 

**Item 1117of Regulation AB. Legal Proceedings.**

 

The registrant knows of nomaterial pending legal proceedings or material legal proceedings contemplatedby governmental authorities against any of the parties or property for whichItem 1117 of Regulation AB would require disclosure.

 

**Item 1119of Regulation AB. Affiliates and Certain Relationships and RelatedTransactions.**

 

Information required by Item1119 of Regulation AB has been omitted from this report on Form

 

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10-K in reliance on theInstruction to Item 1119 because such information has been previously providedas permitted by the Instructions to Item 1119.

 

**Item 1122of Regulation AB. Compliance with Applicable Servicing Criteria.**

 

Each of New Holland CreditCompany, 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 aparty participating in the servicing function with respect to the pool assetsheld by the Trust. Each of the Servicing Participants has completed a report onassessment of compliance with the servicing criteria applicable to suchServicing Participant (each, a “Report on Assessment”). The Report onAssessment provided by NHCC and the Report on Assessment provided by BNY aredated as of March 26, 2010 and February 25, 2010, respectively, andfor a period consisting of the twelve months ended December 31, 2009. EachReport on Assessment is attached as an exhibit to this Form 10-K.

 

In addition, each of theServicing Participants has provided an attestation report (each, an “AttestationReport”) by an independent registered public accounting firm regarding itsrelated Report on Assessment. Each Attestation Report is attached as an exhibitto this Form 10-K.

 

Except as set forth in thefollowing paragraph, none of the Reports on Assessment or the relatedAttestation Reports have identified (i) any material instances ofnoncompliance with the servicing criteria identified in such Report onAssessment as applicable to the related Servicing Participant or (ii) anymaterial deficiency in the related Servicing Participant’s policies andprocedures to monitor vendor compliance.

 

The BNY Report on Assessmentand related Attestation Report each identify the following material instance ofnoncompliance by BNY with the servicing criteria applicable to BNY identifiedin the BNY Report on Assessment:

 

With respect to RegulationAB Item 1122(d)(2)(i), which contemplates that payments on pool assets aredeposited into the appropriate custodial bank accounts and related bankclearing accounts no more than two business days of receipt, or such othernumber of days specified in the transaction agreements, the registrant and NHCCwere informed by BNY that:

 

Duringthe reporting period, certain payments on pool assets were not deposited intothe appropriate segregated custodial bank account within 

 

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thetime frame required by the related transaction documents.  The segregated account for each specifiedseries of securities was in existence prior to the time the deposits were to bemade into such account but such account was not utilized in all instances bythe Trustee as stated above. However, payments related to each specified seriesof securities were timely remitted to the investors in such series. Existingprocedures have been reviewed with staff to enable future payments to bedeposited into the segregated account for each specified series within theapplicable time frames.

 

Neither we nor NHCC haveindependently verified the accuracy of BNY’s assertions or the adequacy of itsremediation efforts.

 

**Item 1123of Regulation AB. Servicer Compliance Statement.**

 

A Servicer ComplianceStatement from an officer of New Holland Credit Company, LLC is included as anexhibit to this Report. 

 

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** **

**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

March 29, 2010

 
| ** ** | **CNH  EQUIPMENT TRUST 2009-C** |
|------------|---------------------------------|
|       |                            |   |
|       | By:                             | New Holland Credit  Company, LLC, as Servicer |
|       |                            |   |
|       |                            |   |
|       | By:                             | /s/ Steven C. Bierman |
|       | Name:                           | Steven C. Bierman |
|       | Title:                          | President (senior officer  in charge of the servicing function) |

 

**SUPPLEMENTALINFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OFTHE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12OF THE ACT.**

 

**No annualreport or proxy materials have been sent to securityholders and the registrantdoes not intend to furnish such report or proxy materials to securityholderssubsequent to the filing of this Annual Report on Form 10-K.**

 

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**CNHEQUIPMENT TRUST 2009-C**

 

**EXHIBITINDEX**

 
| **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  October 1, 2009, between CNH Equipment Trust 2009-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 13, 2009, and  incorporated herein by reference).                                                                          |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                    |
| **Exhibit 4.2:** |       | Trust Agreement, dated as  of October 1, 2009, 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 13, 2009, and incorporated herein by  reference).                                                                                |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                    |
| **Exhibit 4.3:** |       | Sale and Servicing  Agreement, dated as of October 1, 2009, among CNH Capital Receivables  LLC, New Holland Credit Company, LLC and CNH Equipment Trust 2009-C (Filed as  Exhibit 4.3 of the Trust’s Current Report on Form 8-K filed on  November 13, 2009, and incorporated herein by reference).                                            |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                    |
| **Exhibit 4.4:** |       | Purchase Agreement, dated  as of October 1, 2009, 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 13, 2009, and incorporated herein by  reference).                                                                                        |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                    |
| **Exhibit 4.5:** |       | Administration Agreement,  dated as of October 1, 2009, among New Holland Credit Company, LLC, CNH  Equipment Trust 2009-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 13, 2009, and incorporated  herein by reference). |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                    |
| **Exhibit 4.6:** |       | Backup Servicing  Agreement, dated as of October 1, 2009, among CNH Capital Receivables  LLC, New Holland Credit Company, LLC, CNH Equipment Trust 2009-C and  Systems & Services Technologies, Inc. (Filed as  Exhibit 4.6 of the                                                                                                              |

 

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| **Exhibit  Number**    | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                    |
|------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **             |       | Trust’s Current Report on  Form 8-K filed on November 13, 2009, and incorporated herein by  reference).                                                                                                                                                                                                                             |
| ** **             |       |                                                                                                                                                                                                                                                                                                                                               |
| **Exhibit 10.1:** |       | Underwriting Agreement,  dated as of November 3, 2009, among CNH Capital America LLC, CNH Capital  Receivables LLC, Banc of America Securities LLC and BNP Paribas Securities  Corp. (Filed as Exhibit 1.1 of the Trust’s Current Report on  Form 8-K filed on November 13, 2009, 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 (Deloitte & Touche 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.                                                                                                                                                                                                                                                                                |

 

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