(Mark One) x (FEE NOT REQUIRED)
2010
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
number of Issuing Entity)
(Originator of the Note Issuer and Transferor of the SUBI Certificate to the Note Issuer)NILT TRUST(Transferor of the SUBI Certificate to Nissan Auto Leasing LLC II)NISSAN-INFINITI(Issuer with respect to the SUBI Certificate)registrantdepositor as specified in its charter)DELAWARE Nissan Auto Leasing LLC II95-4885574NILT Trust 52-6935346Nissan-Infiniti LT 33-6226449Nissan Auto Lease Trust 2003-A51-6538955
37-6442374(State or other jurisdiction of
incorporation or organization)organization of the Issuing Entity) 990 West 190th Street, Torrance, California 90502(Address of principal executive offices)
One Nissan Way, Franklin, Tennessee ; 37067(310) 719-8509(Registrant’s telephone number, including area code)registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.xof the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was last sold, or the average bid and asked pricesprice of such common equity, as of a specified date within 60 days prior to the datelast business day of filing. (See definitionthe registrant’s most recently completed second fiscal quarter. Not applicable.affiliate in Rule 405, 17 CFR 230.405.) Noneshares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Not applicable.TABLE OF CONTENTSDOCUMENTS INCORPORATED BY REFERENCEPART IItem 1. BUSINESS. This Annual Report onList hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is beingincorporated: (1) Any annual report to security holder; (2) Any proxy or information statement; and (3) Any prospectus filed by Nissan Auto Leasing LLC II (“NALL II”), Nissan-Infiniti LT (“NILT), NILT Trust and Nissan Auto Lease Trust 2003-A (the “Trust”), a Delaware statutory trust formed pursuant to a trust agreement, dated as of May 31, 2003, between NALL II, as Transferor (the “Transferor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). Reference is further made to the Indenture, dated as of October 29, 2003, among the Trust, as issuer, and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee,” together with the Owner Trustee, the “Trustees”), providing for the issuance by the Trust of notes entitled “Nissan Auto Lease Trust 2003-A 1.16563% Asset Backed Notes, Class A-1” (the “Class A-1 Notes”), “Nissan Auto Lease Trust 2003-A 1.69000% Asset Backed Notes, Class A-2” (the “Class A-2 Notes”), “Nissan Auto Lease Trust 2003-A Floating Rate Asset Backed Notes, Class A-3a” (the “Class A-3a Notes”) and “Nissan Auto Lease Trust 2003-A 2.57000% Asset Backed Notes, Class A-3b” (the “Class A-3b Notes”, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3a Notes, the “Notes”), registeredRule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for the fiscal year ended December 24, 1980). NoneItem 1. Item 1A. Item 1B. Item 2. Item 3. Item 4.
GENERAL INSTRUCTION J TO FORM 10-K:information that may otherwise have been requiredDerivatives Instruments (Information Regarding Significant Enhancement Providers – Financial Information).included herein pursuantcontemplated by governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or the “Servicer” and “Sponsor”), Nissan Auto Leasing LLC II (the “Depositor”), U.S. Bank National Association (the “Indenture Trustee”), Wilmington Trust Company (the “Owner Trustee”), Nissan Auto Lease Trust 2009-A (the “Issuing Entity”), or any property thereof, that are or would be material to Form 10-K has been omitted herefrom, or in certain cases certain information has been included herein in lieu of such otherwise required information, in accordance with the letter, dated June 28, 1996 (the “No-Action Letter”),holders of the staff of the Office of Chief Counsel of the Division of Corporation Finance of the SecuritiesNotes and Exchange Commission issued with respect to series of pass-through securities issued by trusts formed by the Transferor or an affiliate thereof, as originator, including the Notes.Certificates.
Item 2. PROPERTIES.
The following table sets forth the aggregate information of the Trust for the period from October 29, 2003 through March 31, 2004 (Dollars in thousands). The aggregate information has been reported on an accrual basis. Therefore, cash activity for the month of March 2004, which was subsequently settled on April 15, 2004, is included.
Principal Distributions | $ | 196,429 | ||
Interest Distributions | $ | 9,245 | ||
Servicing Fees Paid to Servicer (NMAC) | $ | 6,677 | ||
Class A-1 Notes Percentage of Servicing Fees | 11.28 | % | ||
Class A-2 Notes Percentage of Servicing Fees | 20.74 | % | ||
Class A-3a Notes Percentage of Servicing Fees | 28.45 | % | ||
Class A-3b Notes Percentage of Servicing Fees | 25.64 | % | ||
Certificates Percentage of Servicing Fees | 13.88 | % | ||
Additional Servicing Compensation Paid to Servicer (NMAC) | $ | 0.00 | ||
Net Credit Losses | $ | (2,455 | ) | |
Cumulative Residual Loss | $ | (1,578 | ) |
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Item 5. | Market for Registrant's Common Equity and Related Stockholder Matters. |
(a) | ||||
Not applicable. |
Number of | ||||||||
Delinquency | Dollar Amount of | |||||||
Ratios | Accounts | |||||||
61 Days or More Delinquent | 0.22 | % | 0.25 | % |
Number of | ||||||||
Delinquent | ||||||||
Accounts | ($ in thousands) | |||||||
61 Days or More Delinquent | 833 | $ | 19,088 |
(b) | Not applicable. |
Item 3. LEGAL PROCEEDINGS.
Item 6. | Selected Financial Data. |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Nothing to report.
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Controls and Procedures. |
Item 9A.(T) | Controls and Procedures. |
Item 9B. | Other Information. |
Item 10. | Directors and Executive Officers of the | |||
Nothingnot applicable due to report.no directors or executive officers.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
Executive Compensation. |
Item 12. | Security Ownership of |
Item 13. | Certain Relationships and Related Transactions. |
Item 14. | Principal Accountant Fees and Services. |
(a) | The |
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33.1 |
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33.2 | Management’s Assertion on Compliance with Regulation AB (U.S. Bank National Association) |
34.1 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
34.2 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
(a) | The following documents are filed as part of this report. |
35.1 | Servicer Compliance Statement of Nissan Motor Acceptance Corporation |
Item 15. | Exhibits and Financial Statement Schedules. |
(a)(1) | Not applicable. |
(a)(2) | Not applicable. |
(a)(3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(b) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(c) | Not applicable. |
Exhibit No. | ||||||||||||||||||||||||
3.1 | ||||||||||||||||||||||||
3.2 | Limited Liability Company Agreement of NALL II | |||||||||||||||||||||||
4.1 | Indenture, dated as of June 9, 2009, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.1 | Agreement of Definitions, dated as of June 9, 2009, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as trustee, Wilmington Trust Company (“Wilmington Trust”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent (incorporated by reference to Exhibit 10.1 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.2 | 2009-A SUBI Supplement, dated as of June 9, 2009, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as trustee, Wilmington Trust, as Delaware trustee, and U.S. Bank, as trust agent (incorporated by reference to Exhibit 10.2 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.3 | 2009-A Servicing Supplement, dated as of June 9, 2009, by and among the Titling Trust, NILT Trust, as UTI beneficiary, and NMAC, as servicer (incorporated by reference to Exhibit 10.3 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.4 | ||||||||||||||||||||||||
Amended and Restated Trust Agreement for the Issuing Entity, dated as of June 9, 2009, by and between Nissan Auto Leasing LLC II | ||||||||||||||||||||||||
10.5 | Trust Administration Agreement, dated as of June 9, 2009, by and among the Issuing Entity, NMAC, as administrative agent, the Transferor, and the Indenture Trustee (incorporated by reference to Exhibit 10.5 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.6 | Back-Up Security Agreement, dated as of June 9, 2009, by and among NMAC, the Titling Trust, NILT Trust, the Transferor, the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 10.6 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.7 | Control Agreement, dated as of June 9, 2009, by and among the Issuing Entity, U.S. Bank, as indenture trustee and secured party, and U.S. Bank, as securities intermediary (incorporated by reference to Exhibit 10.7 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.8 | SUBI Certificate Transfer Agreement, dated as of June 9, 2009, by and between NILT Trust, as transferor, and NALL II, as transferee (incorporated by reference to Exhibit 10.8 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
10.9 | Trust SUBI Certificate Transfer Agreement, dated as of June 9, 2009, by and between NALL II, as transferor and the Issuing Entity, as transferee (incorporated by reference to Exhibit 10.9 of Form 8-K, dated June 12, 2009, File No. 333-147542-03) | |||||||||||||||||||||||
31.1 | Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d) | |||||||||||||||||||||||
33.1 | Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan | Motor Acceptance Corporation | ||||||||||||||||||||||
33.2 | Management’s Assertion on Compliance With Regulation AB (U.S. Bank National Association) | |||||||||||||||||||||||
34.1 | ||||||||||||||||||||||||
34.2 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) | |||||||||||||||||||||||
35.1 | Servicer Compliance Statement of Nissan Motor Acceptance Corporation | |||||||||||||||||||||||
99.1 | ||||||||||||||||||||||||
Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation | ||||||||||||||||||||||||
Certificates |
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CERTIFICATION PURSUANT TO SECTION 302(A)OF THE SARBANES-OXLEY ACT OF 2002
I, Joji Tagawa, certify that:
(1) I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or settlement statements filed in respect of periods included in the year covered by this annual report, of Nissan Auto Lease Trust 2003-A;
(2) Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
(3) Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar agreement, for inclusion in these reports, is included in these reports;
(4) Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, or similar agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
(5) The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar agreement that is included in these reports.
June 28, 2004
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Sequentially | ||||||
Numbered | ||||||
Exhibit No. | Description | Page | ||||
99.1 | Report of Independent Accountants and Management’s Assertion on Compliance with Nissan Motor Acceptance’s Established Minimum Servicing Standards for Automobile Leases | 8 | ||||
99.2 | Officer’s Certificate of the Servicer Regarding Compliance, dated as of March 31, 2004 | 12 |
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