Attached files
file | filename |
---|---|
EX-1.1 - EX-1.1 - NISSAN AUTO LEASING LLC II | c58364exv1w1.htm |
EX-4.1 - EX-4.1 - NISSAN AUTO LEASING LLC II | c58364exv4w1.htm |
EX-10.2 - EX-10.2 - NISSAN AUTO LEASING LLC II | c58364exv10w2.htm |
EX-10.3 - EX-10.3 - NISSAN AUTO LEASING LLC II | c58364exv10w3.htm |
EX-10.4 - EX-10.4 - NISSAN AUTO LEASING LLC II | c58364exv10w4.htm |
EX-10.7 - EX-10.7 - NISSAN AUTO LEASING LLC II | c58364exv10w7.htm |
EX-10.1 - EX-10.1 - NISSAN AUTO LEASING LLC II | c58364exv10w1.htm |
EX-10.6 - EX-10.6 - NISSAN AUTO LEASING LLC II | c58364exv10w6.htm |
EX-10.5 - EX-10.5 - NISSAN AUTO LEASING LLC II | c58364exv10w5.htm |
EX-10.8 - EX-10.8 - NISSAN AUTO LEASING LLC II | c58364exv10w8.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2010
NISSAN AUTO LEASE TRUST 2010-A
(Exact name of Issuing Entity as specified in its charter with respect to the Notes)
NISSAN AUTO LEASING LLC II
(Exact name of Depositor as specified in its charter and Transferor of the SUBI Certificate to the Issuing Entity)
NISSAN-INFINITI LT
(Exact name of Issuer as specified in its charter with respect to the SUBI Certificate)
DELAWARE | 333-147542-05 | 38-6909024 | ||
(State or Other Jurisdiction of Incorporation | (Commission File Number of Issuing | (IRS Employer Identification No. of | ||
of Issuing Entity) | Entity) | Issuing Entity) |
ONE NISSAN WAY | ||
ROOM 5-124 | ||
FRANKLIN, TENNESSEE | 37067 | |
(Address of principal executive offices) | (Zip Code) |
(615) 725-1127
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
ITEM 1.01. | Entry into a Material Definitive Agreement |
On May 19, 2010, Nissan Auto Leasing LLC II (NALL II) and Nissan Motor Acceptance
Corporation (NMAC) entered into an Underwriting Agreement, dated as of May 19, 2010 (the
Underwriting Agreement), with J.P. Morgan Securities Inc., on behalf of itself and as a
representative of the several underwriters, for the issuance and sale of notes of Nissan Auto Lease
Trust 2010-A in the following classes: Class A-1, Class A-2, Class A-3 and Class A-4
(collectively, the Notes). The Notes have an aggregate scheduled principal balance of
$750,000,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended,
under a Registration Statement on Form S-3, as amended (File No. 333-147542). It is anticipated
that the Notes will be issued on or about May 25, 2010 (the Closing Date).
NILT Inc. (defined below) will create a special unit of beneficial interest (the 2010-A
SUBI) in specified assets of Nissan-Infiniti LT, a Delaware statutory trust (Nissan-Infiniti
LT), including certain closed-end retail vehicle lease contracts (the Leases), the related
Nissan and Infiniti vehicles leased under the Leases (the Leased Vehicles) and related property
(collectively, the 2010-A SUBI Assets) pursuant to the Amended and Restated Trust and Servicing
Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, by and among NILT Trust, a Delaware
statutory trust (NILT Trust), as grantor and initial beneficiary, Nissan Motor Acceptance
Corporation (NMAC), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (NILT, Inc.),
Wilmington Trust Company (Wilmington Trust), as Delaware trustee, and U.S. Bank National
Association (U.S. Bank), as trust agent, as it will be supplemented on the Closing Date by a
2010-A SUBI Supplement (the 2010-A SUBI Supplement). Also on the Closing Date, NMAC, as
servicer, Nissan-Infiniti LT and NILT Trust will enter into a 2010-A SUBI Servicing Supplement,
dated as of the Closing Date (the 2010-A SUBI Servicing Supplement) and supplementing the
Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the
2010-A SUBI Assets. In connection with the creation of the 2010-A SUBI, Nissan-Infiniti LT will
issue to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2010-A SUBI
(the 2010-A SUBI Certificate). On the Closing Date, NILT Trust will sell the 2010-A SUBI
Certificate to NALL II pursuant to a SUBI Certificate Transfer Agreement by and between NILT Trust,
as transferor, and NALL II, as transferee. NALL II will further sell the 2010-A SUBI Certificate
to Nissan Auto Lease Trust 2010-A, a Delaware statutory trust (the Trust), pursuant to a Trust
SUBI Certificate Transfer Agreement by and between NALL II, as transferor, and the Trust, as
transferee. The Issuing Entity was created pursuant to a Trust Agreement, dated as of May 4, 2010,
as will be amended and restated by the Amended and Restated Trust Agreement, dated as of the
Closing Date (the Amended and Restated Trust Agreement), by and between NALL II, as transferor,
and Wilmington Trust, as owner trustee (the Owner Trustee). On the Closing Date, the Issuing
Entity will cause the issuance, pursuant to an Indenture, dated as of the Closing Date (the
Indenture), by and between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee
(the Indenture Trustee), of the Notes. The Issuing Entity, NMAC, as administrative agent, NALL
II, as transferor, and U.S. Bank, as Indenture Trustee, will enter into that certain Trust
Administration Agreement, dated as of the Closing Date (the Trust Administration Agreement),
relating to the provision by NMAC of certain services relating to the Notes. Also on the Closing
Date, the Issuing Entity, the Indenture Trustee, and U.S. Bank, in its capacity as securities
intermediary (the Securities Intermediary), will enter into a Control Agreement, dated as of the
Closing Date (the Control Agreement), relating to the reserve account established for the benefit
of the holders of the Notes. The Notes, with an aggregate principal balance of $750,000,000, will
be sold to J.P. Morgan Securities Inc., as the representative of several underwriters (the
Underwriters), pursuant to the Underwriting Agreement. The Notes have been registered pursuant
to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3, as amended
(Commission File No. 333-147542). With respect to the foregoing transactions, the Issuing Entity,
as issuer, NILT Trust, as grantor and initial beneficiary (in such capacity, the UTI
Beneficiary), Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as
administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, as Owner Trustee and
Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee, will enter into that certain
Agreement of Definitions, dated as of the Closing Date (the Agreement of Definitions).
Attached as Exhibit 1.1 is the Underwriting Agreement, as Exhibit 4.1 is the Indenture, as
Exhibit 10.1 is the Agreement of Definitions, as Exhibit 10.2 is the 2010-A SUBI Supplement, as
Exhibit 10.3 is the 2010-A Servicing Supplement, as Exhibit 10.4 is the Amended and Restated Trust
Agreement for the Issuing Entity, as Exhibit 10.5 is the Trust Administration Agreement, as Exhibit
10.6 is the Control Agreement, as Exhibit 10.7 is the SUBI Certificate Transfer Agreement, and as
Exhibit 10.8 is the Trust SUBI Certificate Transfer Agreement.
Table of Contents
ITEM 9.01. | Financial Statements and Exhibits |
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. | Description | |
Exhibit 1.1
|
Underwriting Agreement, dated May 19, 2010, by and among NALL II, NMAC and J.P. Morgan Securities Inc., on behalf of itself and as a representative of the several Underwriters. | |
Exhibit 4.1
|
Indenture, dated as of May 25, 2010, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee. | |
Exhibit 10.1
|
Agreement of Definitions, dated as of May 25, 2010, by and among the Issuing Entity, as issuer, NILT Trust, as grantor and UTI Beneficiary, Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, as Owner Trustee and Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee. | |
Exhibit 10.2
|
2010-A SUBI Supplement, dated as of May 25, 2010, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust, as Delaware trustee, and U.S. Bank, as trust agent. | |
Exhibit 10.3
|
2010-A SUBI Servicing Supplement, dated as of May 25, 2010, by and among Nissan-Infiniti LT, as titling trust, NILT Trust, as UTI Beneficiary, and NMAC, as servicer. | |
Exhibit 10.4
|
Amended and Restated Trust Agreement for the Issuing Entity, dated as of May 25, 2010, by and between NALL II, as transferor, and Wilmington Trust, as Owner Trustee. | |
Exhibit 10.5
|
Trust Administration Agreement, dated as of May 25, 2010, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee. | |
Exhibit 10.6
|
Control Agreement, dated as of May 25, 2010, by and among the Issuing Entity, U.S. Bank, as Indenture Trustee and secured party, and U.S. Bank, as Securities Intermediary. | |
Exhibit 10.7
|
SUBI Certificate Transfer Agreement, dated as of May 25, 2010, by and between NILT Trust, as transferor, and NALL II, as transferee. | |
Exhibit 10.8
|
Trust SUBI Certificate Transfer Agreement, dated as of May 25, 2010, by and between NALL II, as transferor, and the Issuing Entity, as transferee. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2010 | NISSAN AUTO LEASING LLC II |
|||
By: | /s/ Christian Bauwens | |||
Name: | Christian Bauwens | |||
Title: | Treasurer |
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 1.1
|
Underwriting Agreement, dated May 19, 2010, by and among NALL II, NMAC and J.P. Morgan Securities Inc., on behalf of itself and as a representative of the several Underwriters. | |
Exhibit 4.1
|
Indenture, dated as of May 25, 2010, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee. | |
Exhibit 10.1
|
Agreement of Definitions, dated as of May 25, 2010, by and among the Issuing Entity, as issuer, NILT Trust, as grantor and UTI Beneficiary, Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, as Owner Trustee and Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee. | |
Exhibit 10.2
|
2010-A SUBI Supplement, dated as of May 25, 2010, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust, as Delaware trustee, and U.S. Bank, as trust agent. | |
Exhibit 10.3
|
2010-A SUBI Servicing Supplement, dated as of May 25, 2010, by and among Nissan-Infiniti LT, as titling trust, NILT Trust, as UTI Beneficiary, and NMAC, as servicer. | |
Exhibit 10.4
|
Amended and Restated Trust Agreement for the Issuing Entity, dated as of May 25, 2010, by and between NALL II, as transferor, and Wilmington Trust, as Owner Trustee. | |
Exhibit 10.5
|
Trust Administration Agreement, dated as of May 25, 2010, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee. | |
Exhibit 10.6
|
Control Agreement, dated as of May 25, 2010, by and among the Issuing Entity, U.S. Bank, as Indenture Trustee and secured party, and U.S. Bank, as Securities Intermediary. | |
Exhibit 10.7
|
SUBI Certificate Transfer Agreement, dated as of May 25, 2010, by and between NILT Trust, as transferor, and NALL II, as transferee. | |
Exhibit 10.8
|
Trust SUBI Certificate Transfer Agreement, dated as of May 25, 2010, by and between NALL II, as transferor, and the Issuing Entity, as transferee. |