Attached files

file filename
EX-10.5 - SUBI CERTIFICATE TRANSFER AGREEMENT, TO BE DATED AS OF APRIL 21, 2011, BETWEEN BMW LP, AS TRANSFEROR, AND BMW LLC, AS TRANSFEREE - BMW AUTO LEASING LLCsubi.htm
EX-10.9 - BACK-UP SECURITY AGREEMENT, DATED AS OF APRIL 21, 2011, AMONG FSVT, BMW LP, BMW LLC, THE TRUST AND THE INDENTURE TRUSTEE - BMW AUTO LEASING LLCbackup.htm
EX-10.6 - ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT, TO BE DATED AS OF APRIL 21, 2011, BETWEEN BMW LLC, AS TRANSFEROR, AND THE TRUST, AS TRANSFEREE - BMW AUTO LEASING LLCissuer.htm
EX-10.7 - AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF APRIL 21, 2011, BETWEEN BMW LLC AND WILMINGTON TRUST COMPANY - BMW AUTO LEASING LLCamended.htm
EX-10.2 - VEHICLE TRUST SUPPLEMENT, TO BE DATED AS OF APRIL 21, 2011, BETWEEN BMW MANUFACTURING L.P., AS GRANTOR AND UTI BENEFICIARY ("BMW LP"), AND BNY MELLON TRUST OF DELAWARE, FORMERLY KNOWN AS THE BANK OF NEW YORK (DELAWARE), AS VEHICLE TRUSTEE - BMW AUTO LEASING LLCvehicle.htm
EX-4.1 - INDENTURE, TO BE DATED AS OF APRIL 21, 2011, BETWEEN THE TRUST AND CITIBANK, N.A., AS INDENTURE TRUSTEE (THE "INDENTURE TRUSTEE") - BMW AUTO LEASING LLCindenture.htm
EX-10.4 - SUBI SERVICING SUPPLEMENT, TO BE DATED AS OF APRIL 21, 2011, AMONG BMW FS, AS SERVICER, FINANCIAL SERVICES VEHICLE TRUST, AS VEHICLE TRUST ("FSVT") AND BMW LP - BMW AUTO LEASING LLCservicingsupp.htm
EX-10.8 - ISSUER ADMINISTRATION AGREEMENT, DATED AS OF APRIL 21, 2011, AMONG BMW FS, AS ADMINISTRATOR, THE TRUST, BMW LLC, AS TRANSFEROR, AND THE INDENTURE TRUSTEE - BMW AUTO LEASING LLCadminagreement.htm
EX-1.1 - UNDERWRITING AGREEMENT DATED APRIL 13, 2011 AMONG BMW FINANCIAL SERVICES NA, LLC ("BMW FS"), CITIGROUP GLOBAL MARKETS INC. AND BMW LLC - BMW AUTO LEASING LLCunderwritingagreement.htm
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
 
Date of Report (Date of earliest event
Reported): April 18, 2011
 
 
 
BMW VEHICLE LEASE TRUST 2011-1
(Exact name of Issuing Entity as specified in its charter)
 
BMW AUTO LEASING LLC
(Exact name of Depositor as specified in its charter)
 
FINANCIAL SERVICES VEHICLE TRUST
(Exact name of Sponsor as specified in its charter)
 
 
Delaware
Delaware
 
333-166296-02
   333-166296
 
Pending
51-6518223
(State or Other Jurisdiction of Incorporation)
 
 
(Commission
File Number)
 
 (I.R.S. Employer Identification No.)
 
 
 
300 Chestnut Ridge Road
                                              Woodcliff Lake, NJ 07677                                             
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code (201) 307-4000
 
 
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:
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] 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 or about April 21, 2011, BMW Auto Leasing LLC (“BMW LLC”) will transfer a special unit of beneficial interest in certain leased vehicles and vehicle leases (the “SUBI”) to BMW Vehicle Lease Trust 2011-1 (the “Trust”).  The Trust will grant a security interest in the SUBI to Citibank, N.A., and issue: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $240,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $335,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $360,000,000; and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $65,000,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file a copy of the Underwriting Agreement, Indenture, Vehicle Trust Supplement, 2011-1 SUBI Servicing Supplement, SUBI Certificate Transfer Agreement, Issuer SUBI Certificate Transfer Agreement, Amended and Restated Trust Agreement, Issuer Administration Agreement and Back-Up Security Agreement (as listed below) to be executed in connection with the issuance of the Notes to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Notes.
 
Item 9.01.  Financial Statements and Exhibits
 
 
(a)
Not applicable.

 
(b)
Not applicable.

 
(c)
 
(d)
Not applicable.
 
Exhibits:
        
1.1      Underwriting Agreement dated April 13, 2011 among BMW Financial Services NA, LLC (“BMW FS”),  Citigroup Global Markets Inc. and BMW LLC.
 
4.1      Indenture, to be dated as of April 21, 2011, between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
 
10.2    Vehicle Trust Supplement, to be dated as of April 21, 2011, between BMW Manufacturing L.P., as grantor and UTI Beneficiary (“BMW LP”), and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee.

10.4    2011-1 SUBI Servicing Supplement, to be dated as of April 21, 2011, among BMW FS, as servicer, Financial Services Vehicle Trust, as vehicle trust (“FSVT”) and BMW LP, as UTI Beneficiary to the Basic Servicing Agreement, dated as of August 30, 1995, among FSVT, BMW LP and BMW FS.
 
10.5    SUBI Certificate Transfer Agreement, to be dated as of April 21, 2011, between BMW LP, as transferor, and BMW LLC, as transferee.
 
10.6    Issuer SUBI Certificate Transfer Agreement, to be dated as of April 21, 2011, between BMW LLC, as transferor, and the Trust, as transferee.

 
 

 

 
 
10.7    Amended and Restated Trust Agreement, dated as of April 21, 2011, between BMW LLC and Wilmington Trust Company.
 
10.8    Issuer Administration Agreement, dated as of April 21, 2011, among BMW FS, as administrator, the Trust, BMW LLC, as transferor, and the Indenture Trustee.

10.9    Back-Up Security Agreement, dated as of April 21, 2011, among FSVT, BMW LP, BMW LLC, the Trust and the Indenture Trustee.


 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 


BMW VEHICLE LEASE TRUST 2011-1
 
By: BMW Financial Services NA, LLC,
as Administrator
 
 
By: /s/ Martin Stremplat                                                       
Name: Martin Stremplat
Title: Vice President-Finance and CFO
 
 
By: /s/ Joachim Herr 
Name: Joachim Herr
Title: Treasurer
FINANCIAL SERVICES VEHICLE TRUST
 
By: BMW Financial Services NA, LLC,
as Servicer
 
 
By: /s/ Martin Stremplat                                                                     
Name: Martin Stremplat
Title: Vice President-Finance and CFO
 
 
By: /s/ Joachim Herr                                                                    
Name: Joachim Herr
Title: Treasurer



BMW AUTO LEASING LLC

By: BMW Financial Services NA, LLC,
as Managing Member



By: /s/ Martin Stremplat                                                       
Name: Martin Stremplat
Title: Vice President-Finance and CFO


By: /s/ Joachim Herr                                                                    
Name: Joachim Herr
Title: Treasurer

 
Dated: April 18, 2011