Nissan Auto Leasing LLC Ii 8K Entry into a Material Definitive Agreement

Nissan Auto Leasing LLC Ii 8-KEntry into a Material Definitive Agreement

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 (Date of earliest event reported): March 15, 2012

NISSAN AUTO LEASE TRUST 2012-A

(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	333-170956-04	38-7027828
(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

(Registrant’s 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:

¨	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 March 15, 2012, Nissan Auto Leasing LLC II (“NALL II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into an Underwriting Agreement, dated as of March 15, 2012 (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 2012-A in the following classes: Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 (collectively, the “Notes”). The Notes have an aggregate scheduled principal balance of $1,110,870,000. 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 March 21, 2012 (the “Closing Date”).

NILT Inc. (defined below) will create a special unit of beneficial interest (the “2012-A 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 “2012-A 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 2012-A SUBI Supplement (the “2012-A SUBI Supplement”). Also on the Closing Date, NMAC, as servicer, Nissan-Infiniti LT and NILT Trust will enter into a 2012-A SUBI Servicing Supplement, dated as of the Closing Date (the “2012-A SUBI Servicing Supplement”) and supplementing the Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the 2012-A SUBI Assets. In connection with the creation of the 2012-A SUBI, Nissan-Infiniti LT will issue to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2012-A SUBI (the “2012-A SUBI Certificate”). On the Closing Date, NILT Trust will sell the 2012-A 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 2012-A SUBI Certificate to Nissan Auto Lease Trust 2012-A, 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 February 23, 2012 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 $1,110,870,000, 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 2012-A SUBI Supplement, as Exhibit 10.3 is the 2012-A 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.

(d) Exhibits.


Exhibit No.		Description

Exhibit 1.1		Underwriting Agreement, dated March 15, 2012, 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 March 21, 2012, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.

Exhibit 10.1		Agreement of Definitions, dated as of March 21, 2012, by and among the Issuing Entity, as issuer, NILT Trust, as grantor and UTI Beneficiary and as transferor, 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		2012-A SUBI Supplement, dated as of March 21, 2012, 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		2012-A SUBI Servicing Supplement, dated as of March 21, 2012, 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 March 21, 2012, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee.

Exhibit 10.5		Trust Administration Agreement, dated as of March 21, 2012, 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 March 21, 2012, 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 March 21, 2012, by and between NILT Trust, as transferor, and NALL II, as transferee.

Exhibit 10.8		Trust SUBI Certificate Transfer Agreement, dated as of March 21, 2012, 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.

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 1.1		Underwriting Agreement, dated March 15, 2012, 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 March 21, 2012, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.

Exhibit 10.1		Agreement of Definitions, dated as of March 21, 2012, by and among the Issuing Entity, as issuer, NILT Trust, as grantor and UTI Beneficiary and as transferor, 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		2012-A SUBI Supplement, dated as of March 21, 2012, 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		2012-A SUBI Servicing Supplement, dated as of March 21, 2012, 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 March 21, 2012, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee.

Exhibit 10.5		Trust Administration Agreement, dated as of March 21, 2012, 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 March 21, 2012, 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 March 21, 2012, by and between NILT Trust, as transferor, and NALL II, as transferee.

Exhibit 10.8		Trust SUBI Certificate Transfer Agreement, dated as of March 21, 2012, by and between NALL II, as transferor, and the Issuing Entity, as transferee.

Date: March 15, 2012

NISSAN AUTO LEASING LLC II

/s/ Mark F. Wilten

Mark F. Wilten