Attached files
file | filename |
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EX-4.1 - EX-4.1 - NISSAN AUTO LEASING LLC II | c66206exv4w1.htm |
EX-1.1 - EX-1.1 - NISSAN AUTO LEASING LLC II | c66206exv1w1.htm |
EX-10.1 - EX-10.1 - NISSAN AUTO LEASING LLC II | c66206exv10w1.htm |
EX-10.7 - EX-10.7 - NISSAN AUTO LEASING LLC II | c66206exv10w7.htm |
EX-10.4 - EX-10.4 - NISSAN AUTO LEASING LLC II | c66206exv10w4.htm |
EX-10.2 - EX-10.2 - NISSAN AUTO LEASING LLC II | c66206exv10w2.htm |
EX-10.3 - EX-10.3 - NISSAN AUTO LEASING LLC II | c66206exv10w3.htm |
EX-10.8 - EX-10.8 - NISSAN AUTO LEASING LLC II | c66206exv10w8.htm |
EX-10.6 - EX-10.6 - NISSAN AUTO LEASING LLC II | c66206exv10w6.htm |
EX-10.5 - EX-10.5 - NISSAN AUTO LEASING LLC II | c66206exv10w5.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): September 21, 2011
NISSAN AUTO LEASE TRUST 2011-B
(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 | 333-170956-03 | 38-6999440 | ||
(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)
(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 September 21, 2011, Nissan Auto Leasing LLC II (NALL II) and Nissan Motor Acceptance
Corporation (NMAC) entered into an Underwriting Agreement, dated as of September 21, 2011 (the
Underwriting Agreement), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of
itself and as a representative of the several underwriters, for the issuance and sale of notes of
Nissan Auto Lease Trust 2011-B 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
$970,000,000. 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. 333-170956). It is anticipated
that the Notes will be issued on or about September 28, 2011 (the Closing Date).
NILT Inc. (defined below) will create a special unit of beneficial interest (the 2011-B
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-B 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, 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 2011-B SUBI Supplement (the
2011-B SUBI Supplement). Also on the Closing Date, NMAC, as servicer, Nissan-Infiniti LT and
NILT Trust will enter into a 2011-B SUBI Servicing Supplement, dated as of the Closing Date (the
2011-B SUBI Servicing Supplement) and supplementing the Servicing Agreement, dated as of March 1,
1999, to provide for the servicing obligations of the 2011-B SUBI Assets. In connection with the
creation of the 2011-B SUBI, Nissan-Infiniti LT will issue to NILT Trust a certificate evidencing a
100 percent beneficial interest in the 2011-B SUBI (the 2011-B SUBI Certificate). On the Closing
Date, NILT Trust will sell the 2011-B 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 2011-B SUBI Certificate to Nissan Auto Lease Trust 2011-B, 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 August 31, 2011, 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, National Association, 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 $970,000,000, will be sold to Merrill
Lynch, Pierce, Fenner & Smith Incorporated, 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, National Association, as
Owner Trustee, Wilmington Trust Company, as 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 2011-B SUBI Supplement, as
Exhibit 10.3 is the 2011-B 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 1.1
|
Underwriting Agreement, dated September 21, 2011, by and among NALL II, NMAC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as a representative of the several Underwriters. | |
Exhibit 4.1
|
Indenture, dated as of September 28, 2011, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee. | |
Exhibit 10.1
|
Agreement of Definitions, dated as of September 28, 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, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee. | |
Exhibit 10.2
|
2011-B SUBI Supplement, dated as of September 28, 2011, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent. | |
Exhibit 10.3
|
2011-B SUBI Servicing Supplement, dated as of September 28, 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 September 28, 2011, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee. | |
Exhibit 10.5
|
Trust Administration Agreement, dated as of September 28, 2011, 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 September 28, 2011, 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 September 28, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee. | |
Exhibit 10.8
|
Trust SUBI Certificate Transfer Agreement, dated as of September 28, 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: September 23, 2011 | NISSAN AUTO LEASING LLC II |
|||
By: | /s/ Mark F. Wilten | |||
Name: | Mark F. Wilten | |||
Title: | Treasurer |
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 1.1
|
Underwriting Agreement, dated September 21, 2011, by and among NALL II, NMAC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as a representative of the several Underwriters. | |
Exhibit 4.1
|
Indenture, dated as of September 28, 2011, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee. | |
Exhibit 10.1
|
Agreement of Definitions, dated as of September 28, 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, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee. | |
Exhibit 10.2
|
2011-B SUBI Supplement, dated as of September 28, 2011, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent. | |
Exhibit 10.3
|
2011-B SUBI Servicing Supplement, dated as of September 28, 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 September 28, 2011, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee. | |
Exhibit 10.5
|
Trust Administration Agreement, dated as of September 28, 2011, 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 September 28, 2011, 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 September 28, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee. | |
Exhibit 10.8
|
Trust SUBI Certificate Transfer Agreement, dated as of September 28, 2011, by and between NALL II, as transferor, and the Issuing Entity, as transferee. |