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

     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 (“ NALL 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

     Section 2.1 Amendments to the Indenture . As of the Effective Date, the Indenture is hereby amended as follows:

     (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