UNITED STATES
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
Date of Report: July 31, 2007
(Date of earliest event reported)
NISSAN AUTO LEASE TRUST 2007-A
(Issuing Entity with respect to the Notes)
(Exact name of registrant as specified in its charter)
NISSAN AUTO LEASING LLC II
(Depositor of the Note Issuer and Transferor of the SUBI Certificate to the Issuing Entity)
(Exact name of registrant as specified in its charter)
NISSAN-INFINITI LT
(Issuer with respect to the SUBI Certificate)
(Exact name of registrant as specified in its charter)
| | | | | |
| DELAWARE | | 333-134238-03 | | Nissan Auto Lease Trust 2007-A |
| | | 333-134238 | | 51-6591809 |
| | | 333-134238-02 | | Nissan Auto Leasing LLC II |
| | | | | 95-4885574 |
| | | | | Nissan-Infiniti LT33-6226449 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
BellSouth Tower
333 Commerce Street
Nashville, Tennessee 37201-1800
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 625-1224
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 Definitive Material Agreement |
On July 31, 2007, pursuant to an Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, a Delaware statutory trust (“Nissan-Infiniti LT”), dated as of August 26, 1998, by and among NILT Trust, as grantor and initial beneficiary, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (the “Trustee”), Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent, as supplemented by a 2007-A SUBI Supplement, dated as of July 31, 2007 (the “2007-A SUBI Supplement”), NILT Inc., as Trustee, created a special unit of beneficial interest (the “2007-A SUBI”) in specified assets of Nissan-Infiniti LT, including certain closed-end retail vehicle lease contracts (the “Leases”), the related Nissan vehicles leased under the Leases and related property (collectively, the “2007-A SUBI Assets”). Also on July 31, 2007, NMAC, as servicer, Nissan-Infiniti LT and NILT Trust entered into a 2007-A Servicing Supplement, dated as of July 31, 2007 (the “2007-A Servicing Supplement”) and supplementing the Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the 2007-A SUBI Assets. On July 31, 2007, Nissan-Infiniti LT issued to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2007-A SUBI (the “2007-A SUBI Certificate”). NILT Trust sold the 2007-A SUBI Certificate to Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), pursuant to a SUBI Certificate Transfer Agreement, dated as of July 31, 2007 (the “SUBI Certificate Transfer Agreement”), by and between NILT Trust, as transferor, and NALL II, as transferee. NALL II further sold the 2007-A SUBI Certificate to Nissan Auto Lease Trust 2007-A, a Delaware statutory trust (the “Trust”), pursuant to a Trust SUBI Certificate Transfer Agreement, dated as of July 31, 2007 (the “Trust SUBI Certificate Transfer Agreement”), by and between NALL II, as transferor, and the Trust, as transferee. The Trust was created pursuant to a Trust Agreement, dated as of June 12, 2007, as amended and restated by the Amended and Restated Trust Agreement, dated as of July 31, 2007 (the “Amended and Restated Trust Agreement”), by and between NALL II, as transferor, and Wilmington Trust, as owner trustee (the “Owner Trustee”). On July 31, 2007, the Trust caused the issuance, pursuant to an Indenture, dated as of July 31, 2007 (the “Indenture”), by and between the Trust, as issuer, and U.S. Bank, as indenture trustee (the “Indenture Trustee”), of notes in the following classes: Class A-1, Class A-2, Class A-3 and Class A-4 (collectively, the “Notes”). The Trust, 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 July 31, 2007 (the “Trust Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. On July 31, 2007, NMAC, Nissan-Infiniti LT, NILT Trust, NALL II, the Trust, and the Indenture Trustee entered into a Back-Up Security Agreement, dated as of July 31, 2007 (the “Back-Up Security Agreement”), relating to the security interest of the Indenture Trustee in the 2007-A SUBI Assets. Also on July 31, 2007, the Trust, the Indenture Trustee, and U.S. Bank, in its capacity as securities intermediary (the “Securities Intermediary”), entered into a Control Agreement, dated as of July 31, 2007 (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 $1,090,079,000, were sold to Citigroup Global Markets Inc., as the representative of several underwriters (the “Underwriters”), pursuant to an Underwriting Agreement, dated July 26, 2007, by and among NALL II, NMAC and Citigroup Global Markets Inc., on behalf of itself and as a representative of the Underwriters. 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 Nos. 333-134238, 333-134238-01, 333-134238-02 and 333-134238-03). With respect to the foregoing transactions, the Trust, 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, as Owner Trustee and Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee, entered into that certain Agreement of Definitions, dated as of July 31, 2007 (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 2007-A SUBI Supplement, as Exhibit 10.3 is the 2007-A Servicing Supplement, as Exhibit 10.4 is the Amended and Restated Trust Agreement for the Trust, as Exhibit 10.5 is the Trust Administration Agreement, as Exhibit 10.6 is the Back-Up Security Agreement, as Exhibit 10.7 is the Control Agreement, as Exhibit 10.8 is the SUBI Certificate Transfer Agreement, and as Exhibit 10.9 is the Trust SUBI Certificate Transfer Agreement.
On July 31, 2007, the Trust entered into an interest rate swap contract (“Swap Contract”), pursuant to an ISDA Master Agreement (the “ISDA Master Agreement”) dated as of July 31, 2007, by and between the Trust and HSBC Bank USA, National Association (the “Swap Counterparty”), an ISDA Credit Support Annex, dated as of July 31, 2007, between the Trust and the Swap Counterparty (the “Credit Support Annex”), a Schedule to the ISDA Master Agreement, dated as of July 31, 2007, between the Trust and the Swap Counterparty (the “Schedule”), and a Swap Transaction Confirmation, dated as of July 31, 2007, between the Trust and the Swap Counterparty (the “Swap Confirmation”).
2
