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): September 21, 2010
BMW VEHICLE LEASE TRUST 2010-1
(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)
| | |
| (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 September 23, 2010, BMW Auto Leasing LLC will transfer a special unit of beneficial interest in certain leased vehicles and vehicle leases (the “SUBI”) to BMW Vehicle Lease Trust 2010-1 (the “Trust”). The Trust will grant a security interest in the SUBI to Citibank, N.A., and issued: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $220,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $350,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $363,000,000; and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $67,000,000 (collectively, the “Notes”). This Current Report on Form 8-K is being filed to file a copy of the Underwriting Ag reement, Indenture, 2010-1 SUBI Servicing Supplement, Vehicle Trust 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
1.1 Underwriting Agreement dated September 15, 2010 among BMW Financial Services, J.P. Morgan Securities LLC and BMW Auto Leasing LLC (“BMW LLC”).
4.1 Indenture, to be dated as of September 23, 2010, between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
10.2 Vehicle Trust Supplement, to be dated as of September 23, 2010, between BMW LP, as grantor and UTI Beneficiary, and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee.
10.4 2010-1 SUBI Servicing Supplement, to be dated as of September 23, 2010, among BMW Financial Services NA, LLC (the “Servicer”), Financial Services Vehicle Trust, as vehicle trust (“FSVT”) and BMW Manufacturing L.P. (“BMW LP”), as UTI Beneficiary to the Basic Servicing Agreement, dated as of August 30, 1995, between FSVT and the Servicer.
10.5 SUBI Certificate Transfer Agreement, to be dated as of September 23, 2010, between BMW LP, as transferor and BMW LLC, as transferee.
10.6 Issuer SUBI Certificate Transfer Agreement, to be dated as of September 23, 2010, between BMW LLC, as transferor and the Trust, as transferee.
10.7 Amended and Restated Trust Agreement, dated as of September 23, 2010, between BMW LLC and Wilmington Trust Company.
10.8 Issuer Administration Agreement, dated as of September 23, 2010, among BMW FS, as administrator, the Trust, BMW LLC and the Indenture Trustee.
10.9 Back-Up Security Agreement, dated as of September 23, 2010, 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 2010-1 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: September 21, 2010
