Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - NISSAN AUTO LEASING LLC II | c66271exv4w1.htm |
EX-10.6 - EX-10.6 - NISSAN AUTO LEASING LLC II | c66271exv10w6.htm |
EX-10.4 - EX-10.4 - NISSAN AUTO LEASING LLC II | c66271exv10w4.htm |
EX-10.3 - EX-10.3 - NISSAN AUTO LEASING LLC II | c66271exv10w3.htm |
EX-10.8 - EX-10.8 - NISSAN AUTO LEASING LLC II | c66271exv10w8.htm |
EX-10.7 - EX-10.7 - NISSAN AUTO LEASING LLC II | c66271exv10w7.htm |
EX-10.1 - EX-10.1 - NISSAN AUTO LEASING LLC II | c66271exv10w1.htm |
EX-10.5 - EX-10.5 - NISSAN AUTO LEASING LLC II | c66271exv10w5.htm |
EX-10.2 - EX-10.2 - NISSAN AUTO LEASING LLC II | c66271exv10w2.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): September 28, 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 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))
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement | ||||||||
ITEM 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-4.1 | ||||||||
EX-10.1 | ||||||||
EX-10.2 | ||||||||
EX-10.3 | ||||||||
EX-10.4 | ||||||||
EX-10.5 | ||||||||
EX-10.6 | ||||||||
EX-10.7 | ||||||||
EX-10.8 |
Table of Contents
ITEM 1.01. Entry into a Material Definitive Agreement
On September 28, 2011 (the Closing Date), NILT Inc. (defined below) created 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 supplemented by a 2011-B SUBI Supplement
dated as of the Closing Date (the 2011-B SUBI Supplement). Also on the Closing Date, NMAC, as
servicer, Nissan-Infiniti LT and NILT Trust entered 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 issued 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 sold 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 further sold 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 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 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, 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, 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 U.S. Bank, 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 $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, 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-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. |
Table of Contents
Exhibit No. | Description | |
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. |
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: September 28, 2011 | NISSAN AUTO LEASING LLC II |
|||
By: | /s/ Mark F. Wilten | |||
Name: | Mark F. Wilten | |||
Title: | Treasurer | |||
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
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. |