NISSAN AUTO LEASE TRUST 2008-A AGREEMENT OF AMENDMENT TO BASIC DOCUMENTS
Exhibit 4.1
NISSAN AUTO LEASE TRUST 2008-A
AGREEMENT OF AMENDMENT TO BASIC DOCUMENTS
This AGREEMENT OF AMENDMENT TO BASIC DOCUMENTS, dated as of August 31, 2008 (this
“Amendment”), is by and among the signatories hereto.
RECITALS:
WHEREAS, the parties hereto have entered into the Basic Documents;
WHEREAS, the parties hereto wish to amend the Indenture, the Agreement of Definitions and the
Trust Agreement in accordance with the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
ARTICLE I
RECITALS AND DEFINITIONS
RECITALS AND DEFINITIONS
Section 1.1 Recitals. The foregoing Recitals are hereby incorporated in and made a
part of this Amendment.
Section 1.2 Definitions. Capitalized terms used and not defined herein have the
respective meanings assigned such terms in the Agreement of Definitions dated as of April 23,
2008 (as from time to time amended, supplemented or otherwise modified and in effect, the
“Agreement of Definitions”), by and among Nissan Auto Lease Trust 2008-A, as issuer (the
“Issuing Entity”), NILT Trust, a Delaware statutory trust, as grantor and initial
beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,”
respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”),
Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual
capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and
the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited
liability company (“XXXX II”), NILT, Inc., a Delaware corporation, as trustee to the
Titling Trust (the “Titling Trustee”), Wilmington Trust Company, a Delaware banking
corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee”
and the “Delaware Trustee,” respectively) and U.S. Bank National Association, a national
banking association (“U.S. Bank”), as trust agent and indenture trustee (in such
capacity, the “Trust Agent” and the “Indenture Trustee,” respectively), which
also contains rules as to usage that are applicable herein.
ARTICLE II
AMENDMENTS
Section 2.1 Amendments to the Indenture. As of the Effective Date, the Indenture is
hereby amended as follows:
Agreement of Amendment: | ||||
NALT 2008-A |
(a) Section 8.04(a) of the Indenture shall be, and hereby is, amended to (1) delete
the word “and” at the end of subclause “(v)” thereof, (2) renumber subclause “(vi)” to subclause
“(vii)” and (3) insert the following subclause “(vi)” in the appropriate numerical order:
“(vi) until all Classes of Notes have been paid in full, to the Reserve Account, any
remaining funds, until, on any Payment Date, the amount on deposit in the Reserve Account
equals the sum of the Reserve Account Requirement and the Supplemental Reserve Account
Requirement; and”
(b) Section 8.04(c) of the Indenture shall be, and hereby is, amended and restated in
its entirety to be and read as follows:
“If on any Payment Date, after giving effect to all deposits to and withdrawals from
the Reserve Account, the amount on deposit in the Reserve Account exceeds the sum of the
Reserve Account Requirement and the Supplemental Reserve Account Requirement, the Indenture
Trustee shall distribute any such excess amounts to the Depositor. Upon any such
distributions, the Securityholders and the Swap Counterparty will have no further rights in,
or claims to such amounts.”
Section 2.2 Amendments to the Agreement of Definitions. As of the Effective Date,
the Agreement of Definitions is hereby amended as follows:
(a) Section 1.01 of the Agreement of Definitions shall be, and hereby is, amended to
amend and restate the definition of “Available Funds Shortfall Amount” in its entirety to be and
read as follows:
“ “Available Funds Shortfall Amount” means, for any Payment Date and the
related Collection Period, the amount, if any, by which Available Funds are less than the
sum of (a) the Servicer Monthly Payment and (b) the amount necessary to make the
distributions in clauses (i) through (iii) of Section 8.04(a) of the Indenture,
except that the Optimal Principal Distributable Amount rather than the Monthly Principal
Distributable Amount shall be used for purposes of clause (iii).”
(b) Section 1.01 of the Agreement of Definitions shall be, and hereby is, amended to
insert the following definition in the appropriate alphabetical order:
“ “Supplemental Reserve Account Requirement” means, on any Payment Date, an
amount equal to $33,010,000.”
Section 2.3 Amendments to the Trust Agreement. As of the Effective Date,
Section 5.02(a) of the Trust Agreement shall be, and hereby is, amended to amend and
restate the last sentence of such section in its entirety to be and read as follows:
“On any Payment Date on which the amount on deposit in the Reserve Account, after giving
effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds
the sum of the Reserve Account Requirement and the Supplemental Reserve Account Requirement, any
such excess shall be released to the Depositor.”
2 | Agreement of Amendment: | |||
NALT 2008-A |
ARTICLE III
EFFECTIVE DATE
Section 3.1 Effective Date. This Amendment shall become effective as of the date
first written above (such date, the “Effective Date”) upon satisfaction of the following
conditions precedent:
(a) receipt by the Issuing Entity, the Depositor, the Indenture Trustee and the Owner Trustee
of duly executed counterparts of this Amendment (including by facsimile) from all of the parties
hereto;
(b) receipt by the Rating Agencies, the Trust Certificateholder, the Depositor, the Owner
Trustee, the Indenture Trustee and the Swap Counterparty of the Notice of Agreement of Amendment to
Basic Documents, dated as of August 26, 2008, by the Issuing Entity and the Depositor and
acknowledged by certain parties thereto;
(c) receipt by the Indenture Trustee of a duly executed and delivered Issuing Entity Request
from the Issuing Entity;
(d) receipt by the Owner Trustee of a duly executed and delivered direction letter from the
Depositor;
(e) receipt by the Indenture Trustee of an Officer’s Certificate of the Depositor certifying
this Amendment shall not materially and adversely affect the interests of the Noteholders;
(f) satisfaction of the Rating Agency Condition with respect to this Amendment;
(g) receipt by the Indenture Trustee of an Officer’s Certificate of the Servicer certifying
the Rating Agency Condition has been satisfied;
(h) receipt by the Indenture Trustee and the Owner Trustee of an Opinion of Counsel of Xxxxx
Xxxxx LLP with respect to (i) certain tax matters, (ii) this Amendment being authorized or
permitted by the Indenture and the Trust Agreement and (iii) true sale and nonconsolidation
matters; and
(i) receipt by the Issuing Entity of $12,450,000 from the Depositor which shall be deposited
by the Issuing Entity in the Reserve Account.
ARTICLE IV
MISCELLANEOUS
MISCELLANEOUS
Section 4.1 Basic Documents Unaffected. Except as amended or modified herein, the
parties acknowledge that the provisions of the Basic Documents remain in full force and effect
and are hereby ratified and confirmed by the parties hereto. To the extent of any conflict
between the Basic Documents and this Amendment, this Amendment shall
control. After the
3 | Agreement of Amendment: | |||
NALT 2008-A |
Effective Date all references in the Basic Documents to a particular
Basic Document shall mean such Basic Document as modified or amended hereby.
Section 4.2 Governing Law. This Amendment, as it pertains to the Indenture, shall
be governed by the governing law described in Section 11.11 of the Indenture. This
Amendment, as it pertains to the Agreement of Definitions, shall be governed by the governing law
described in Section 1.08 of the Agreement of Definitions. This Amendment, as it
pertains to the Trust Agreement, shall be governed by the governing law described in Section
12.11 of the Trust Agreement.
Section 4.3 Captions. The various captions in this Amendment are included for
convenience only and shall not affect the meaning or interpretation of any provision of this
Amendment or any provision hereof.
Section 4.4 Severability. Whenever possible, each provision of this Amendment shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under the laws of any applicable
jurisdiction, such provision, as to jurisdiction, shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Amendment as to such jurisdiction or any other jurisdiction.
Section 4.5 Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Section 4.6 Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto on separate signature pages, each such executed
counterpart constituting an original but all together only one Amendment.
[remainder of page intentionally left blank]
4 | Agreement of Amendment: | |||
NALT 2008-A |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first above written.
NISSAN AUTO LEASE TRUST 2008-A |
||||
By: | Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee |
|||
By: | ||||
Name: | ||||
Title: | ||||
U.S. BANK NATIONAL ASSOCIATION, as Trust Agent, Indenture Trustee, and as Secured Party |
||||
By: | ||||
Name: | ||||
Title: | ||||
NISSAN MOTOR ACCEPTANCE CORPORATION, Individually, as Servicer, and as Administrative Agent |
||||
By: | ||||
Name: | ||||
Title: | ||||
NISSAN-INFINITI LT |
||||
By: | NILT, INC., as Trustee for Nissan-Infiniti LT |
|||
By: | ||||
Name: | ||||
Title: | ||||
S-1 | Agreement of Amendment: | |||
NALT 2008-A |
NILT TRUST, as UTI Beneficiary, Grantor, and Transferor |
||||
By: | U.S. BANK NATIONAL ASSOCIATION, as Trustee for NILT Trust |
|||
By: | ||||
Name: | ||||
Title: | ||||
NILT, INC., as Trustee for Nissan-Infiniti LT |
||||
By: | ||||
Name: | ||||
Title: | ||||
NISSAN AUTO LEASING LLC II, Individually, as Depositor and as Trust Certificateholder |
||||
By: | ||||
Name: | ||||
Title: | ||||
WILMINGTON TRUST COMPANY, as Owner Trustee and as Delaware Trustee |
||||
By: | ||||
Name: | ||||
Title: | ||||
S-2 | Agreement of Amendment: | |||
NALT 2008-A |