UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Nissan Auto Receivables Corporation II

Nissan Auto Receivables 2010-A Owner Trust

Delaware		333-165171-01		38-6919931
(State or Other Jurisdiction		(Commission File Number		(IRS Employer Identification No.
of Incorporation of Issuing Entity)		of Issuing Entity)		of Issuing Entity)

ONE NISSAN WAY
ROOM 5-124
FRANKLIN, TENNESSEE		37067
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 725-1121

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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 DEFINITIVE MATERIAL AGREEMENT.

     On September 22, 2010 (the “Closing Date”), Nissan Auto Receivables Corporation II (“NARC II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into that certain Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), pursuant to which NMAC transferred to NARC II certain retail installment sales contracts relating to certain new, near-new and used automobiles and light-duty trucks (the “Receivables”) and related property. On the Closing Date, Nissan Auto Receivables 2010-A Owner Trust (the “Issuing Entity”), a Delaware statutory trust established by a Trust Agreement dated as of August 13, 2010, as amended and restated by an Amended and Restated Trust Agreement dated as of the Closing Date (the “Amended and Restated Trust Agreement”), by and between NARC II, as depositor, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), entered into that certain Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), with NARC II, as seller, and NMAC, as servicer, pursuant to which the Receivables and related property were transferred to the Issuing Entity. Also 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 U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), of certain notes in the following classes: Class A-1, Class A-2, Class A-3 and Class A-4 (collectively, the “Notes”). Also on the Closing Date, the Issuing Entity, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee entered into that certain Administration Agreement, dated as of the Closing Date (the “Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. The Notes, with an aggregate principal balance of $1,301,450,000 were sold to Banc of America Securities LLC, HSBC Securities (USA) Inc., RBS Securities Inc., BNP Paribas Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc, Mitsubishi UFJ Securities (USA), Inc. and SG Americas Securities, LLC (together, the “Underwriters”) pursuant to an Underwriting Agreement, dated as of September 15, 2010, by and among NARC II, NMAC and Banc of America Securities LLC, on behalf of itself and as the representative of the Underwriters. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File No. 333-165171).

     Attached as Exhibit 4.1 is the Indenture, as Exhibit 4.2 is the Amended and Restated Trust Agreement, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement and as Exhibit 10.3 is the Administration Agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Exhibits

     The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.		Description
Exhibit 4.1		Indenture, dated as of September 22, 2010, by and between the Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 4.2		Amended and Restated Trust Agreement, dated as of September 22, 2010, by and between NARC II, as depositor, and the Owner Trustee.
Exhibit 10.1		Purchase Agreement, dated as of September 22, 2010, by and between NARC II, as purchaser, and NMAC, as seller.
Exhibit 10.2		Sale and Servicing Agreement, dated as of September 22, 2010, by and among the Issuing Entity, as issuer, NARC II, as seller, and NMAC, as servicer.
Exhibit 10.3		Administration Agreement, dated as of September 22, 2010, by and among the Issuing Entity, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.

     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: September 22, 2010

EXHIBIT INDEX

Item 601(a) of Regulation S-K

Exhibit No.		Description
Exhibit 4.1		Indenture, dated as of September 22, 2010, by and between the Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 4.2		Amended and Restated Trust Agreement, dated as of September 22, 2010, by and between NARC II, as depositor, and the Owner Trustee.
Exhibit 10.1		Purchase Agreement, dated as of September 22, 2010, by and between NARC II, as purchaser, and NMAC, as seller.
Exhibit 10.2		Sale and Servicing Agreement, dated as of September 22, 2010, by and among the Issuing Entity, as issuer, NARC II, as seller, and NMAC, as servicer.
Exhibit 10.3		Administration Agreement, dated as of September 22, 2010, by and among the Issuing Entity, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.