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 Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2017
Nissan Master Owner Trust Receivables
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number: 0001236424
Nissan Wholesale Receivables Corporation II
(Exact name of Depositor as specified in its charter)
Central Index Key Number: 0001236416
Nissan Motor Acceptance Corporation
(Exact name of Sponsor as specified in its charter)
Central Index Key Number: 0001540639
| Delaware | 333-210906-01 | 51-6538952 | ||
|
|
|
| ||
| (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) |
Registrant’s telephone number, including area code: (615) 725-1127
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 25, 2017, Nissan Wholesale Receivables Corporation II (“NWRC II”), Nissan Motor Acceptance Corporation (“NMAC”) and Wilmington Trust Company (the “Owner Trustee”) entered into the Second Amendment to Amended and Restated Transfer and Servicing Agreement (the “TSA Amendment”), which amends the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003, among Nissan Master Owner Trust Receivables, as issuer (the “Issuer”), NWRC II, as transferor, and NMAC, as servicer, to revise the definition of “Seller’s Interest.” The TSA Amendment is attached hereto as Exhibit 10.1.
On October 25, 2017, NWRC II and the Owner Trustee entered into the First Amendment to Amended and Restated Trust Agreement (the “TA Amendment”), which amends the Amended and Restated Trust Agreement, dated as of October 15, 2003, between the Owner Trustee and NWRC II, as transferor, to revise provisions relating to the timing of the termination of the legal existence of Nissan Master Owner Trust Receivables. The TA Amendment is attached hereto as Exhibit 10.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits |
The exhibit number corresponds with Item 601(a) of Regulation S-K.
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.
| NISSAN WHOLESALE RECEIVABLES CORPORATION II | ||
| By: | /s/ Riley A. McAndrews | |
| Name: | Riley A. McAndrews | |
| Title: | Assistant Treasurer |
Date: October 27, 2017
Exhibit 10.1
SECOND AMENDMENT
TO AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT, dated as of October 25, 2017 (this “Amendment”), is entered into by and among Nissan Wholesale Receivables Corporation II (“NWRC II”), as transferor (the “Transferor”), Wilmington Trust Company, not in its individual capacity but solely as owner trustee (the “Owner Trustee”) of Nissan Master Owner Trust Receivables, a Delaware statutory trust (the “Issuer”), and Nissan Motor Acceptance Corporation (“NMAC”), as servicer (the “Servicer”).
RECITALS:
WHEREAS, the parties hereto have entered into the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as amended by (i) the Agreement of Modification to Transaction Documents, dated as of February 12, 2010, among the Transferor, the Issuer, the Servicer and the Owner Trustee, (ii) the Second Agreement of Modification to Transaction Documents, dated as of May 23, 2012, among NWRC II, as transferor and as buyer, the Issuer, NMAC, as servicer and as seller, the Owner Trustee and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), (iii) the First Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of April 24, 2017, among NWRC II, as transferor and as buyer, the Owner Trustee and NMAC, as servicer and as seller, and as further amended, supplemented, amended or restated or otherwise modified from time to time, the “Transfer and Servicing Agreement”);
WHEREAS, the parties hereto wish to modify the Transfer and Servicing Agreement pursuant to Section 8.01(a) thereof as of the Effective Date (as defined below) 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
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 Annex of Definitions attached to the Transfer and Servicing Agreement (the “Annex of Definitions”).
ARTICLE II
AMENDMENTS
Section 2.1 Amendments to Transfer and Servicing Agreement. As of the Effective Date the definition of “Seller’s Interest” in the Annex of Definitions is hereby amended and restated in full to read as follows:
“Seller’s Interest” means, as of any date of determination, the excess of (a) the Net Pool Balance as of such date of determination over (b) the Outstanding Principal Amount as of such date of determination.
ARTICLE III
EFFECTIVE DATE
Section 3.1 Effective Date. Upon receipt by NMAC of counterparts of this Amendment executed by the Servicer, the Transferor, the Owner Trustee and the Issuer, this Amendment shall become effective immediately after all of the following occur (such date, the “Effective Date”), without further action by any party other than the following:
(a) receipt by the Indenture Trustee and the Owner Trustee of an Officer’s Certificate in accordance with Section 8.01(a)(i) of the Transfer and Servicing Agreement;
(b) satisfaction of the Rating Agency Condition with respect to this Amendment in accordance with Section 8.01(a)(ii) of the Transfer and Servicing Agreement;
(c) receipt by the Indenture Trustee and the Owner Trustee of a Required Federal Income Tax Opinion in accordance with Section 8.01(a)(iii) of the Transfer and Servicing Agreement;
(d) receipt by the Indenture Trustee and the Owner Trustee of an Opinion of Counsel in accordance with Section 8.02(d) of the Transfer and Servicing Agreement; and
(e) receipt by the Indenture Trustee and the Owner Trustee of an Opinion of Counsel and an Officer’s Certificate in accordance with Section 8.13 of the Transfer and Servicing Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Transfer and Servicing Agreement Unaffected. Except as modified herein, the parties acknowledge that the provisions of the Transfer and Servicing Agreement remain in full force and effect and are hereby ratified and confirmed by the parties hereto. After the Effective Date all references in the Transaction Documents to the Transfer and Servicing Agreement shall mean the Transfer and Servicing Agreement as modified hereby.
Section 4.2 Governing Law. This Amendment shall be governed by the governing law described in Section 8.05 of the Transfer and Servicing Agreement.
2
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]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.
| NISSAN MOTOR ACCEPTANCE CORPORATION, | ||
| as Servicer | ||
| By: | /s/ Riley A. McAndrews | |
| Name: | Riley A. McAndrews | |
| Title: | Assistant Treasurer | |
| NISSAN WHOLESALE RECEIVABLES CORPORATION II, as Transferor | ||
| By: | /s/ Riley A. McAndrews | |
| Name: | Riley A. McAndrews | |
| Title: | Assistant Treasurer | |
| WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Beverly D. Capers | |
| Name: | Beverly D. Capers | |
| Title: | Assistant Vice President | |
| S-1 | NMOTR Second Amendment to Transfer and Servicing Agreement |
Acknowledged and agreed to by:
NISSAN MASTER OWNER TRUST RECEIVABLES,
as Issuer
| By: | Nissan Motor Acceptance Corporation, | |
| as Administrator | ||
| By: | /s/ Riley A. McAndrews | |
| Name: | Riley A. McAndrews | |
| Title: | Assistant Treasurer | |
| S-2 | NMOTR Second Amendment to Transfer and Servicing Agreement |
Exhibit 10.2
FIRST AMENDMENT
TO AMENDED AND RESTATED TRUST AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 25, 2017 (this “Amendment”), is entered into by and between Nissan Wholesale Receivables Corporation II (“NWRC II”), as transferor (the “Transferor”), and Wilmington Trust Company, not in its individual capacity but solely as owner trustee (the “Owner Trustee”) of Nissan Master Owner Trust Receivables, a Delaware statutory trust (the “Issuer”).
RECITALS:
WHEREAS, the parties hereto have entered into the Amended and Restated Trust Agreement, dated as of October 15, 2003 (as amended by (i) the Agreement of Modification to Transaction Documents, dated as of February 12, 2010, among the Transferor, the Issuer, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, and the Owner Trustee and (ii) the Second Agreement of Modification to Transaction Documents, dated as of May 23, 2012, among NWRC II, as transferor and as buyer, the Issuer, NMAC, as servicer and as seller, the Owner Trustee and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and as further amended, supplemented, amended or restated or otherwise modified from time to time, the “Trust Agreement”);
WHEREAS, the parties hereto wish to modify the Trust Agreement pursuant to Section 10.01(a) thereof as of the Effective Date (as defined below) 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
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 Annex of Definitions (the “Annex of Definitions”) attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, the Issuer and NMAC, as servicer.
ARTICLE II
AMENDMENTS
Section 2.1 Amendments to Article 8 of the Trust Agreement.
(a) As of the Effective Date, the first paragraph of Section 8.01 of the Trust Agreement is hereby amended and restated in full to read as follows:
“The legal existence of the Issuer will terminate upon the date specified by the Transferor (the “Trust Termination Date”, prior written notice of which shall be provided to the Owner Trustee), provided, that the Trust Termination Date shall not be earlier than the day following the day on which the right of all Series of Notes to receive payments from the Trust Assets has terminated. Any money or other property held as part of the Trust Assets following such termination (and following the distribution of all amounts to which the Noteholders and Series Enhancers are entitled) will be distributed to the Certificateholders in accordance with their respective interests in the Transferor Interest. The bankruptcy, liquidation, dissolution, termination, death or incapacity of any Certificateholder will not (1) operate to terminate this Agreement or the legal existence of the Issuer or (2) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Trust Assets or (3) otherwise affect the rights, obligations and liabilities of the parties hereto. Upon dissolution of the Issuer, the Administrator will wind up the business and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act.”
(b) As of the Effective Date, the third paragraph of Section 8.01 of the Trust Agreement is hereby amended and restated in full to read as follows:
“Upon the winding up of the Issuer, and the payment of all liabilities of the Issuer in accordance with applicable law and upon written direction from the Administrator, the Owner Trustee shall cause a certificate of cancellation to be executed and filed with the Delaware Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Statutory Trust Statute, at which time the Issuer and this Agreement (other than Article VII) will terminate.”
Section 2.2 Amendments to Article 10 of the Trust Agreement. As of the Effective Date, Section 10.1 of the Trust Agreement is hereby deleted from its current location, reinserted directly after Section 10.14 of the Trust Agreement and renumbered as Section 10.15 of the Trust Agreement.
ARTICLE III
EFFECTIVE DATE
Section 3.1 Effective Date. Upon receipt by NWRC II of counterparts of this Amendment executed by NWRC II, as Transferor, and the Owner Trustee, and the executed consent of the Indenture Trustee attached hereto, this Amendment shall become effective immediately after all of the following occur (such date, the “Effective Date”), without further action by any party other than the following:
(a) receipt by the Indenture Trustee and the Owner Trustee of an Officer’s Certificate in accordance with Section 10.01(a)(i) of the Trust Agreement;
2
(b) receipt by the Indenture Trustee and the Owner Trustee of an Opinion of Counsel in accordance with Section 10.01(a)(ii) of the Trust Agreement;
(c) satisfaction of the Rating Agency Condition with respect to this Amendment in accordance with Section 10.01(a) of the Trust Agreement; and
(d) receipt by the Owner Trustee of an Officer’s Certificate in accordance with Section 10.01(e) of the Trust Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Trust Agreement Unaffected. Except as modified herein, the parties acknowledge that the provisions of the Trust Agreement remain in full force and effect and are hereby ratified and confirmed by the parties hereto. After the Effective Date all references in the Transaction Documents to the Trust Agreement shall mean the Trust Agreement as modified hereby.
Section 4.2 Governing Law. This Amendment shall be governed by the governing law described in Section 10.11 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]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.
| NISSAN WHOLESALE RECEIVABLES CORPORATION II, as Transferor | ||
| By: | /s/ Riley A. McAndrews | |
| Name: | Riley A. McAndrews | |
| Title: | Assistant Treasurer | |
|
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Beverly D. Capers | |
| Name: | Beverly D. Capers | |
| Title: | Assistant Vice President | |
| S-1 | NMOTR Amendment to Trust Agreement |
The party below has provided its consent to this Amendment for purposes of Section 10.01(a) of the Trust Agreement and waives the notice to which it is entitled pursuant to Section 10.01(d) of the Trust Agreement:
| U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee | ||
| By: | /s/ Jessica J. Elliott | |
| Name: | Jessica J. Elliott | |
| Title: | Vice President | |
| S-2 | NMOTR Amendment to Trust Agreement |