UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 10-K |
Ford Credit Auto Lease Trust 2020-A (Exact name of issuing entity as specified in its charter) Commission File Number: 333-231819-04 Central Index Key Number: 0001799516 | ||
Ford Credit Auto Lease Two LLC (Exact name of depositor as specified in its charter) Commission File Number: 333-231819 Central Index Key Number: 0001519881 | ||
Ford Motor Credit Company LLC (Exact name of sponsor as specified in its charter) Central Index Key Number: 0000038009 |
Delaware (State or Other Jurisdiction of Incorporation of issuing entity) | 84-7048497 (I.R.S. Employer Identification No. of issuing entity) | ||||
c/o BNY Mellon Trust of Delaware 301 Bellevue Parkway, 3rd Floor Wilmington, Delaware (Address of Principal Executive Offices of issuing entity) | 19809 (Zip Code) |
Large Accelerated Filer ¨ Non-Accelerated Filer x | Accelerated Filer ¨ Smaller reporting company ¨ Emerging growth company ¨ |
Item 1. Item 1A. Item 2. Item 3. | Business Risk Factors Properties Legal Proceedings |
Item 5. Item Item 7A. Item 8. Item 9. Item 9A. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures |
Item 10. Item 11. Item 12. Item 13. Item 14. | Directors, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Certain Relationships and Related Transactions, and Director Independence. Principal Accountant Fees and Services. |
Exhibit Number | Description | |||||||
Certificate of Formation of Ford Credit Auto Lease Two LLC (“FCAL Two”) (included in Exhibit 3.1 to the Registration Statement No. 333-208514, as filed with the Securities and Exchange Commission (the “Commission”) on February 17, 2016, which is incorporated herein by reference). | ||||||||
Second Amended and Restated Limited Liability Company Agreement of FCAL Two (included in Exhibit 3.2 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference). | ||||||||
Amended and Restated Certificate of Formation of CAB East LLC (included in Exhibit 3.3 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference). | ||||||||
Second Amended and Restated Limited Liability Company Agreement of CAB East LLC (included in Exhibit 3.4 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference). | ||||||||
Amended and Restated Certificate of Formation of CAB West LLC (included in Exhibit 3.5 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference). | ||||||||
Second Amended and Restated Limited Liability Company Agreement of CAB West LLC (included in Exhibit 3.6 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference). |
Indenture, dated as of January 1, 2020, between the Trust and US Bank, as indenture trustee (included in Exhibit 4.1 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
2020-A Exchange Note Supplement, dated as of January 1, 2020, to the Third Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated September 1, 2019, among CAB East LLC, CAB West LLC, US Bank, HTD Leasing LLC and Ford Credit (included in Exhibit 4.3 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Amendment No. 1, dated as of July 7, 2020, to the 2020-A Exchange Note Supplement, dated as of January 1, 2020, to the Third Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated September 1, 2019, among CAB East LLC, CAB West LLC, US Bank, HTD Leasing LLC and Ford Credit (included in Exhibit 4.3 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on July 7, 2020, which is incorporated herein by reference). | ||||||||
Amended and Restated Trust Agreement, dated as of January 1, 2020, between FCAL Two and The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (included in Exhibit 4.2 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Exchange Note Purchase Agreement, dated as of January 1, 2020, between Ford Credit and FCAL Two (included in Exhibit 10.2 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Exchange Note Sale Agreement, dated as of January 1, 2020, between FCAL Two and the Trust (included in Exhibit 10.3 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Third Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on September 1, 2019, among CAB East LLC, CAB West LLC, Ford Credit and HTD Leasing LLC (included in Exhibit 10.1 to FCAL Two’s Form 8-K filed under Commission File No. 333-173928, as filed with the Commission on September 3, 2019, which is incorporated herein by reference). | ||||||||
2020-A Servicing Supplement, dated as of January 1, 2020, to Third Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on September 1, 2019, among Ford Credit, CAB East LLC, CAB West LLC, and HTD Leasing LLC (included in Exhibit 10.5 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Second Amended and Restated Administration Agreement, dated as of July 22, 2005, as amended and restated on December 1, 2015, among HTD Leasing LLC, US Bank and Ford Credit (included in Exhibit 10.6 to FCAL Two’s Form SF-3 filed under Commission File No. 333-231819, as filed with the Commission on May 30, 2019, which is incorporated herein by reference). | ||||||||
Administration Agreement, dated as of January 1, 2020, between the Trust and Ford Credit (included in Exhibit 10.7 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). |
Account Control Agreement, dated as of January 1, 2020, between the Trust and US Bank (included in Exhibit 10.8 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Titling Company Account Control Agreement, dated as of January 1, 2020, between CAB East LLC, CAB West LLC and US Bank (included in Exhibit 10.9 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Asset Representations Review Agreement, dated as of January 1, 2020, among Ford Credit, the Trust and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (included in Exhibit 10.10 to the Trust’s Form 8-K filed under Commission File No. 333-231819-04, as filed with the Commission on January 29, 2020, which is incorporated herein by reference). | ||||||||
Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
Report on Assessment of Compliance with Servicing Criteria for Ford Credit. | ||||||||
Report on Assessment of Compliance with Servicing Criteria for US Bank. | ||||||||
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit. | ||||||||
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to US Bank. | ||||||||
Servicer Compliance Statement of Ford Credit. |
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. |
Ford Credit Auto Lease Trust 2020-A (Issuing entity) | ||
By: Ford Motor Credit Company LLC (Servicer) | ||
By: /s/ Jason C. Behnke Jason C. Behnke Vice President - Assistant Treasurer (senior officer of Servicer in charge of servicing function) |