-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATPLZVL2d+PotTKBFwNhWryeLDrLWacTwKXRli5RBeZvjka3Bzo6hOPoLK6yHQ4D aUt8NXxLjG62Y2VKH9HAjQ== 0001337010-06-000004.txt : 20060628 0001337010-06-000004.hdr.sgml : 20060628 20060628163115 ACCESSION NUMBER: 0001337010-06-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NILT TRUST CENTRAL INDEX KEY: 0001244824 IRS NUMBER: 526935346 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763-02 FILM NUMBER: 06930377 BUSINESS ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 990 WEST 190TH STREET, MAILSTOP M8A CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198584 MAIL ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 990 WEST 190TH STREET, MAILSTOP M8A CITY: TORRANCE STATE: CA ZIP: 90502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN-INFINITI LT CENTRAL INDEX KEY: 0001244827 IRS NUMBER: 336226449 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763-01 FILM NUMBER: 06930374 BUSINESS ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 990 WEST 190TH STREET, MAILSTOP M8A CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198235 MAIL ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 990 WEST 190TH STREET, MAILSTOP M8A CITY: TORRANCE STATE: CA ZIP: 90502 FORMER COMPANY: FORMER CONFORMED NAME: NISSAN INFINITI LT DATE OF NAME CHANGE: 20030620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN AUTO LEASING LLC II CENTRAL INDEX KEY: 0001244832 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 954885574 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763 FILM NUMBER: 06930375 BUSINESS ADDRESS: STREET 1: 990 W 190TH STREET CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198583 MAIL ADDRESS: STREET 1: 990 W 190TH STREET CITY: TORRANCE STATE: CA ZIP: 90502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nissan Auto Lease Trust 2005-A CENTRAL INDEX KEY: 0001337010 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 954885574 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-127992 FILM NUMBER: 06930376 BUSINESS ADDRESS: STREET 1: 990 WEST 190 STREET CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 310-719-8509 MAIL ADDRESS: STREET 1: 990 WEST 190 STREET CITY: TORRANCE STATE: CA ZIP: 90502 10-K 1 bodynalt05a10k.htm NALT 2005-A 10-K FOR FYE 3/31/06 NALT 2005-A 10-K for FYE 3/31/06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

   x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2006

Or

   o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________________

Commission file numbers 333-127992, 333-127992-01, 333-127992-02 and 333-127992-03

NISSAN AUTO LEASE TRUST 2005-A
(Issuer with respect to the Notes)

NISSAN AUTO LEASING LLC II
(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 LT
(Issuer with respect to the SUBI Certificate)
(Exact name of registrants as specified in their charter)
 
 
DELAWARE
 
Nissan Auto Leasing LLC II 95-4885574
NILT Trust 52-6935346
Nissan-Infiniti LT 33-6226449
Nissan Auto Lease Trust 2005-A 51-6567936
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

990 West 190th Street, Torrance, California                  90502 
(Address of principal executive offices)                    (Zip Code)

(Registrant’s telephone number, including area code) (310) 719-8509

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes o No x
 

 


 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes oNo x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'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. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act. (Check one):

Large Accelerated Filer: o                               Accelerated Filer: o                             Non-Accelerated Filer: x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None

Registrant does not have any voting stock.

Documents Incorporated by Reference. See Item 15(b).
 
 
 
 
 
 
 
 
 

 
2



PART I

Item 1.  BUSINESS.

This Annual Report on Form 10-K is being filed by Nissan Auto Leasing LLC II (“NALL II”), Nissan-Infiniti LT (“NILT), NILT Trust and Nissan Auto Lease Trust 2005-A (the “Trust”), a Delaware statutory trust formed pursuant to a trust agreement, dated as of August 25, 2005, 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 25, 2005, 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 2005-A 4.271% Asset Backed Notes, Class A-1” (the “Class A-1 Notes”), “Nissan Auto Lease Trust 2005-A 4.61% Asset Backed Notes, Class A-2” (the “Class A-2 Notes”), “Nissan Auto Lease Trust 2005-A 4.70% Asset Backed Notes, Class A-3” (the “Class A-3 Notes”) and “Nissan Auto Lease Trust 2005-A Floating Rate Asset Backed Notes, Class A-4” (the “Class A-4 Notes”, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”), registered under the Securities Act of 1933. Certain information that may otherwise have been required to be included herein pursuant 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”), of the staff of the Office of Chief Counsel of the Division of Corporation Finance of the Securities 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.

Item 2.  PROPERTIES.

The following table sets forth the aggregate information of the Trust for the period from October 18, 2005 (commencement of operations) through March 31, 2006 (Dollars in thousands). The aggregate information has been reported on an accrual basis. Therefore, cash activity for the month of March 2006, which was subsequently settled on April 17, 2006, is included.

Principal Distributions
$173,400
Interest Distributions
$28,725
Servicing Fees Paid to Servicer (Nissan Motor Acceptance Corporation)
$7,413
Class A-1 Notes Percentage of Servicing Fees
10.24%
Class A-2 Notes Percentage of Servicing Fees
16.32%
Class A-3 Notes Percentage of Servicing Fees
30.02%
Class A-4 Notes Percentage of Servicing Fees
32.96%
   
Certificates Percentage of Servicing Fees
10.46%
Additional Servicing Compensation Paid to Servicer
   (Nissan Motor Acceptance Corporation)
$0.00
Net Credit Losses
$(3,185)
Cumulative Residual Loss
$(647)
Total Number of Auctioned Vehicles
255
Average Net Credit Loss Ratio (including repossessions)
0.04%
Total Number of Defaulted Contracts
524
 
 
 

 
3



 
Number of
Delinquency Ratios
 
Dollar Amount of
Accounts
 
61 Days or More Delinquent
 
 
0.20%
 
 
 
0.21%
 

 
Number of
Delinquent
Accounts
($ in thousands)
 
61 Days or More Delinquent
 
 
783
 
 
$18,279
 

Item 3.   LEGAL PROCEEDINGS.
 
       Nothing to report.

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.

 
   (a)
  There is no established public trading market for the common equity of the Trust.

 
  (b)
    On March 31, 2006, there was one holder of record of the common equity issued by the Trust.

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
      Nothing to report.

PART III

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 
Title
 
 
 
Name and Address of
Beneficial Owner
 
 
Amount and Nature of
Beneficial Ownership
 
 
Percent of
Class
 
Certificates
 
 
 
Nissan Auto Leasing LLC II
 
 
 
Directly owns 100% of the Certificates of the Trust
 
 
 
100%
 
 
PART IV

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 

 
 
  (a)
List of documents filed as part of the Annual Report:

The exhibits listed on the accompanying Exhibit Index on page 7 are filed as part of this report.
 
 

 
4



  (b)  Reports on Form 8-K:
NALL II, NILT, NILT Trust and the Trust filed certain transaction documents in connection with the close of the transaction to issue the Notes on October 17, 2005 and October 19, 2005 in Current Reports on Form 8-K. In addition, NALL II, NILT, NILT Trust and the Trust filed Current Reports on Form 8-K regarding monthly distributions of principal and interest to noteholders on November 30, 2005 for the month ended October 31, 2005, on December 29, 2005 for the month ended November 30, 2005, on January 30, 2006 for the month ended December 31, 2005, on February 27, 2006 for the month ended January 31, 2006, on March 29, 2006 for the month ended February 28, 2006, and on April 28, 2006 for the month ended March 31, 2006, and included in each such Form 8-K report, as Exhibit 20.1, was the monthly settlement statement for each respective month end as provided by the Servicer to the Trustees.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
5


 
SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Date: June 28, 2006
 
                        NISSAN AUTO LEASING LLC II
 
 
                        By: /s/ Kazuhiko Kazama_____________ 
                     Name: Kazuhiko Kazama
                     Title: Treasurer
 
 
                         NISSAN AUTO LEASE TRUST 2005-A
 
                        By: Nissan Auto Leasing LLC II, solely as
                          originator of Nissan Auto Lease 2005-A
 
 
                     By: /s/ Kazuhiko Kazama_____________ 
                    Name: Kazuhiko Kazama
                    Title: Treasurer
 
 
                        NILT TRUST
 
                        By: Nissan Motor Acceptance Corporation,
                                             ;                  solely as grantor and beneficiary
 
 
                      By: /s/ Kazuhiko Kazama___________ 
                      Name: Kazuhiko Kazama
                      Title: Treasurer
 
 
                        NISSAN-INFINITI LT
 
                        By: Nissan Motor Acceptance Corporation,
                                             ;                  solely as originator of Nissan-Infiniti LT
 
 
                      By: /s/ Kazuhiko Kazama 
                      Name: Kazuhiko Kazama
                      Title: Treasurer
 
 

 
 
6


 
EXHIBIT INDEX
 
Exhibit No.
 
 
Description
 
 
 
Sequentially
Numbered
Page
 
31
 
 
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Relevant Rules and Regulations of the Securities and Exchange Commission
 
 
 
8
 
 
99.1
 
 
 
Report of Independent Registered Public Accounting Firm and Management’s Assertion on Compliance with Nissan Motor Acceptance Corporation’s Established Minimum Servicing Standards for Automobile Leases
 
 
 
9
 
 
99.2
 
 
 
Officer's Certificate of the Servicer Regarding Compliance, dated as of March 31, 2006
 
 
 
13
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7

EX-31 2 nalt05a10kex31.htm CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND RELEVANT RULES AND REGULATIONS OF THE SEC Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Relevant Rules and Regulations of the SEC
 
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES-OXLEY ACT OF 2002
 
I, Kazuhiko Kazama, 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 2005-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 registered 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, 2006
 
By:   /s/ Kazuhiko Kazama 
    Kazuhiko Kazama
    Treasurer
    Nissan Auto Leasing LLC II
 
 
 
 
 
 
 
 
 
 
 
 
8

 
EX-99.1 3 nalt05a10kex99_1.htm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND MANAGEMENT'S ASSERTION ON COMPLIANCE WITH NMAC'S ESTABLISHED MINIMUM SERVICING STANDARDS FOR AUTOMOBILE LEASES Report of Independent Registered Public Accounting Firm and Management's Assertion on Compliance with NMAC's Established Minimum Servicing Standards for Automobile Leases
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of
Nissan Motor Acceptance Corporation, as Servicer
Torrance, California


We have examined management’s assertion that Nissan Motor Acceptance Corporation (the “Company”) has complied as of March 31, 2006, and for the period from October 18, 2005 (commencement of operations) to March 31, 2006, with its established minimum servicing standards described in the accompanying Management’s Assertion, dated May 26, 2006, for the Nissan Auto Lease Trust 2005-A. Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board, and accordingly, included examining, on a test basis, evidence about the Company’s compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with its minimum servicing standards.

In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of March 31, 2006, and for the period from October 18, 2005 (commencement of operations) to March 31, 2006, for the Nissan Auto Lease Trust 2005-A is fairly stated, in all material respects, based on the criteria set forth in Appendix I.


/s/ DELOITTE & TOUCHE


 
Los Angeles, California
May 31, 2006

 
 
 

 
9

 
 
 
 
MANAGEMENT’S ASSERTION

As of March 31, 2006 and for the period from October 18, 2005 (commencement of operations) to March 31, 2006, Nissan Motor Acceptance Corporation (the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards for automobile leases serviced by the Company for the Nissan Auto Lease Trust 2005-A as set forth in Appendix I (the “Standards”). The Standards are based on the Mortgage Banker’s Association of America’s Uniform Single Attestation Program for Mortgage Bankers, modified to address the unique characteristics of servicing automobile leases.


 
/s/ Steve Lambert
 
Steve Lambert - President
 
/s/ Kazuhiko Kazama
 
Kazuhiko Kazama - Treasurer
 
/s/ Anthony Wall
 
Anthony Wall - Director, Accounting and Reporting




May 26, 2006


 
 
 
 
10

 
APPENDIX I
 

NISSAN MOTOR ACCEPTANCE CORPORATION’S MINIMUM SERVICING STANDARDS FOR AUTOMOBILE LEASES

I.     CUSTODIAL BANK ACCOUNTS
 
 
1.
Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall:
 
· Be mathematically accurate
 
· Be prepared within forty-five (45) calendar days after the cutoff date
 
· Be reviewed and approved by someone other than the person who prepared the reconciliation
 
· Document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification.
 
 
2.
Funds of the servicing entity shall be advanced as specified in the servicing agreement in cases where there is an overdraft in an investor’s or a lessee’s account and an advance is specified in the investor’s servicing agreement.
 
 
3.
Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor.
 
II.     PAYMENTS
 
 
1.
Payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt.
 
 
2.
Payments made in accordance with the lessee’s automobile lease documents shall be posted to the applicable lessee’s records within two business days of receipt.
 
 
3.
Payments shall be allocated to rental income or other items in accordance with the lessee’s automobile lease documents.
 
 
4.
Payments identified as payoffs shall be allocated in accordance with the lessee’s automobile lease documents.
 
III.     DISBURSEMENTS
 
 
1.
Disbursements made via wire transfer on behalf of investors shall be made only by authorized personnel.
 
 
2.
Amounts remitted to investors per the servicer’s investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
 
 

 
11

 
IV.    AUTOMOBILE LEASE ACCOUNTING INVESTOR ACCOUNTING AND REPORTING
 
 
1.
Monthly investor reports are sent to the indenture trustee on a monthly basis listing the total book value of automobile leases and number of automobile leases serviced.
 
V.     AUTOMOBILE LEASE ACCOUNTING
 
 
1.
The servicing entity’s automobile lease records shall agree with, or reconcile to, the records of lessee with respect to the monthly payment and remaining automobile lease term on a monthly basis.
 
VI.     DELINQUENCIES
 
 
1.
Records documenting collection efforts shall be maintained during the period an automobile lease is in default and shall be updated at least monthly. Such records shall describe the entity’s activities in monitoring delinquent automobile leases, including, for example, phone calls, letters and payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12

EX-99.2 4 nalt05a10kex99_2.htm OFFICER'S CERTIFICATE OF THE SERVICER REGARDING COMPLIANCE, DATED AS OF 3/31/06 Officer's Certificate of the Servicer Regarding Compliance, dated as of 3/31/06
 
NISSAN MOTOR ACCEPTANCE CORPORATION
 
OFFICER'S CERTIFICATE
 
 
The undersigned, Kazuhiko Kazama, Treasurer of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the “Company”), does hereby certify, in his capacity as such corporate officer, as follows:
 
(1) The undersigned has caused a review of the activities of the Company, in its capacity as Servicer, during the period October 18, 2005 through March 31, 2006, to conducted under his supervision; and
 
(2) To the best of the undersigned’s knowledge, no Servicer Default has occurred during the period October 25, 2005 through March 31, 2006.
 
This Officer’s Certificate is being furnished pursuant to Section 3.01(c) of the Servicing Agreement, dated as of March 1, 1999, as amended, and Section 8.11(a) of the 2005-A Servicing Supplement, dated as of October 25, 2005, by and among Nissan-Infiniti LT, NILT Trust and the Company (the “Agreement”).
 
Capitalized terms not otherwise defined herein have the meaning assigned to them in the Agreement.
 
IN WITNESS WHEREOF, I have set my hand effective as of the 31st day of March, 2006.
 
 
 
 
                                /s/ Kazuhiko Kazama__________________
                                Kazuhiko Kazama
                                Treasurer
-----END PRIVACY-ENHANCED MESSAGE-----