Attached files
file | filename |
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EX-4.1 - EX-4.1 - NISSAN AUTO LEASING LLC II | c65592exv4w1.htm |
EX-10.3 - EX-10.3 - NISSAN AUTO LEASING LLC II | c65592exv10w3.htm |
EX-10.6 - EX-10.6 - NISSAN AUTO LEASING LLC II | c65592exv10w6.htm |
EX-10.7 - EX-10.7 - NISSAN AUTO LEASING LLC II | c65592exv10w7.htm |
EX-10.5 - EX-10.5 - NISSAN AUTO LEASING LLC II | c65592exv10w5.htm |
EX-10.2 - EX-10.2 - NISSAN AUTO LEASING LLC II | c65592exv10w2.htm |
EX-10.8 - EX-10.8 - NISSAN AUTO LEASING LLC II | c65592exv10w8.htm |
EX-10.4 - EX-10.4 - NISSAN AUTO LEASING LLC II | c65592exv10w4.htm |
EX-10.1 - EX-10.1 - NISSAN AUTO LEASING LLC II | c65592exv10w1.htm |
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): July 25, 2011
NISSAN AUTO LEASE TRUST 2011-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 | 333-170956-02 | 38-6992693 | ||
(State or Other Jurisdiction of Incorporation of Issuing Entity) | (Commission File Number of Issuing Entity) | (IRS Employer Identification No. of 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)
(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)) |
ITEM 1.01. Entry into a Material Definitive Agreement
On July 25, 2011 (the Closing Date), NILT Inc. (defined below) created a special unit of beneficial interest (the 2011-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 2011-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 supplemented on the Closing Date by a
2011-A SUBI Supplement (the 2011-A SUBI Supplement). Also on the Closing Date, NMAC, as
servicer, Nissan-Infiniti LT and NILT Trust entered into a 2011-A SUBI Servicing Supplement,
dated as of the Closing Date (the 2011-A SUBI Servicing Supplement) and supplementing the
Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the
2011-A SUBI Assets. In connection with the creation of the 2011-A SUBI, Nissan-Infiniti LT
issued to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2011-A SUBI
(the 2011-A SUBI Certificate). On the Closing Date, NILT Trust sold the 2011-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 further sold the 2011-A SUBI Certificate
to Nissan Auto Lease Trust 2011-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 June 27,
2011, as 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 caused the issuance, pursuant to an Indenture, dated as of the Closing Date (the
Indenture), by and between the Issuing Entity, as issuer, and Citibank, N.A., as indenture
trustee (the Indenture Trustee), of the Notes. The Issuing Entity, NMAC, as administrative
agent, NALL II, as transferor, and Citibank, N.A., as Indenture Trustee, entered 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 Citibank, N.A., in its capacity
as securities intermediary (the Securities Intermediary), entered 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
$875,000,000, were sold to J.P. Morgan Securities LLC, 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. 333-170956). 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, U.S. Bank, as trust agent, and Citibank, N.A., as Indenture Trustee and as
Secured Party, entered into that certain Agreement of Definitions, dated as of the Closing Date
(the Agreement of Definitions).
Attached as Exhibit 4.1 is the Indenture, as
Exhibit 10.1 is the Agreement of Definitions, as Exhibit 10.2 is the 2011-A SUBI Supplement, as
Exhibit 10.3 is the 2011-A SUBI 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.
ITEM 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. | Description | |
Exhibit 4.1
|
Indenture, dated as of July 25, 2011, by and between the Issuing Entity, as issuer, and Citibank, N.A., as Indenture Trustee. | |
Exhibit 10.1
|
Agreement of Definitions, dated as of July 25, 2011, 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, U.S. Bank, as trust agent, and Citibank, N.A., as Indenture Trustee and Secured Party. | |
Exhibit 10.2
|
2011-A SUBI Supplement, dated as of July 25, 2011, 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
|
2011-A SUBI Servicing Supplement, dated as of July 25, 2011, 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 July 25, 2011, by and between NALL II, as transferor, and Wilmington Trust, as Owner Trustee. | |
Exhibit 10.5
|
Trust Administration Agreement, dated as of July 25, 2011, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and Citibank, N.A., as Indenture Trustee. | |
Exhibit 10.6
|
Control Agreement, dated as of July 25, 2011, by and among the Issuing Entity, U.S. Bank, as Indenture Trustee and secured party, and Citibank, N.A., as Securities Intermediary. | |
Exhibit 10.7
|
SUBI Certificate Transfer Agreement, dated as of July 25, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee. | |
Exhibit 10.8
|
Trust SUBI Certificate Transfer Agreement, dated as of July 25, 2011, by and between NALL II, as transferor, and the Issuing Entity, as transferee. |
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: July 27, 2011 | NISSAN AUTO LEASING LLC II |
|||
By: | /s/ Mark F. Wilten | |||
Name: Mark F. Wilten | ||||
Title: Treasurer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 4.1
|
Indenture, dated as of July 25, 2011, by and between the Issuing Entity, as issuer, and Citibank, N.A., as Indenture Trustee. | |
Exhibit 10.1
|
Agreement of Definitions, dated as of July 25, 2011, 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, U.S. Bank, as trust agent, and Citibank, N.A., as the Indenture Trustee and Secured Party. | |
Exhibit 10.2
|
2011-A SUBI Supplement, dated as of July 25, 2011, 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
|
2011-A SUBI Servicing Supplement, dated as of July 25, 2011, 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 July 25, 2011, by and between NALL II, as transferor, and Wilmington Trust, as Owner Trustee. | |
Exhibit 10.5
|
Trust Administration Agreement, dated as of July 25, 2011, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and Citibank, N.A., as Indenture Trustee. | |
Exhibit 10.6
|
Control Agreement, dated as of July 25, 2011, by and among the Issuing Entity, U.S. Bank, as Indenture Trustee and secured party, and Citibank, N.A., as Securities Intermediary. | |
Exhibit 10.7
|
SUBI Certificate Transfer Agreement, dated as of July 25, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee. | |
Exhibit 10.8
|
Trust SUBI Certificate Transfer Agreement, dated as of July 25, 2011, by and between NALL II, as transferor, and the Issuing Entity, as transferee. |