EXHIBIT 4.11
Cap Transaction
We refer to the Transaction, as evidenced by the Confirmation as described
below, between:
ABN AMRO BANK N.V.
("ABN AMRO")
and
NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST
("Counterparty")
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between you and us on the Trade Date below. It
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
described below.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"),
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern. Each party represents and warrants to the other that
(i) it is duly authorized to enter into the Transaction to which this
Confirmation relates and to perform its obligations hereunder and (ii) the
person(s) executing this Confirmation is(are) duly authorized to execute and
deliver it.
1. This Confirmation evidences a complete and binding agreement between
you and us as to the terms of the Transaction to which this Confirmation
relates. This Confirmation shall supplement form a part of, and be subject to
the ISDA Master Agreement, dated as of September 16, 2004, between ABN AMRO and
the Counterparty (the "ISDA Master Agreement"). In the event of any
inconsistency between a provision set forth in the ISDA Master Agreement and
this Confirmation, this Confirmation will prevail for the purpose of the
Transaction to which this Confirmation relates.
The parties to this Transaction are ABN AMRO and Nissan Auto Receivables 2004-C
Owner Trust (the "Counterparty").
The terms of the particular Swap Transaction to which this Confirmation to which
this Confirmation relates are as follows:
A. TRANSACTION DETAILS:
ABN AMRO Deal Number: #734543
Notional Amount: With respect to a Calculation
Period, an amount in USD equal
to the aggregate principal
balance of the Class A-4 Notes
(as defined in the Indenture) on
the first day of such
Calculation Period, as notified
by the Indenture Trustee to ABN
AMRO and the Counterparty. With
respect to the Calculation
Period that commences on, and
includes, the Effective Date,
the Notional Amount shall be USD
318,220,000.
Trade Date: September 16, 2004
Effective Date: September 16, 2004
Termination Date: The earlier of (i) May 15, 2009
and (ii) the date on which the
aggregate principal balance of
the Class A-4 Notes equals zero.
The Termination Date shall be
subject to adjustment in
accordance with the Modified
Following Business Day
Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Date: September 20, 2004
Fixed Amount: USD 4,952,000
Floating Amounts:
Floating Rate Payer: ABN AMRO
Cap Rate: 3.56%
Floating Rate Payer Payment Dates: Monthly, on the 15th day of each
month, commencing on October 15,
2004, and ending on, and
including the Termination Date.
Floating Rate Payer Payment
Dates shall be subject to
adjustment in accordance with
the Modified Following Business
Day Convention.
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Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Spread: Not applicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: With respect to a Calculation
Period, the first day of such
Calculation Period.
Compounding: Not applicable
Business Days: Any day other than a Saturday,
Sunday or a day on which banking
institutions in London, England
or the state of New York are
authorized or obligated by law,
executive order or government
decree to be closed.
Calculation Agent: Xxxxx Fargo Bank National
Association
B. ACCOUNT DETAILS:
Payments to ABN AMRO in USD: To be Advised
Payments to Counterparty in USD: To be Advised
C. OFFICES:
ABN AMRO: London
Counterparty: N/A
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us.
ABN AMRO Bank N.V.
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
Accepted and confirmed as of the date first written:
Nissan Auto Receivables 2004-C Owner Trust
By: Wilmington Trust Company, not in its
individual capacity, but solely as Owner Trustee
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Financial Services Officer
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