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EXHIBIT 4.6
Nissan Auto Receivables Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Dated as of January 27, 2000
YIELD SUPPLEMENT AGREEMENT
Norwest Bank Minnesota, National Association
Xxxxxxx Xxxxxx
0xx Xxxxxx and Marquette Avenue
MAC X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Nissan Auto Receivables 2000-A Owner Trust
Ladies and Gentlemen:
Nissan Auto Receivables Corporation (the "Company") hereby
confirms arrangements made as of the date hereof with you, as Indenture Trustee
for the benefit of the Noteholders, to be effective upon (i) receipt by the
Company of the enclosed copy of this letter agreement (the "Yield Supplement
Agreement"), executed by the Indenture Trustee, (ii) execution of the Purchase
Agreement, dated as of the date hereof (the "Purchase Agreement"), between the
Company and Nissan Motor Acceptance Corporation ("NMAC"), (iii) receipt by NMAC
of the payment by the Company of the purchase price under the Purchase
Agreement, and (iv) the receipt by the Company of the capital contribution of
NMAC in connection with the payment of the purchase price under the Purchase
Agreement. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Sale and Servicing Agreement,
dated as of the date hereof, among NMAC, as Servicer, the Company, and Nissan
Auto Receivables 2000-A Owner Trust, as Issuer (the "Sale and Servicing
Agreement").
1. On or prior to each Determination Date, the Servicer shall notify the
Company of the "Yield Supplement Deposit" (as defined below) for the related
Distribution Date, the amount on deposit in the Yield Supplement Account (as
defined below) and the amount of reinvestment income during the related
Collection Period on the Yield Supplement Account. The "Yield Supplement
Deposit" means, with respect to any Distribution Date, the amount by which (i)
the aggregate amount of interest that would have been due during the related
Collection Period on all Yield Supplemented Receivables (as defined below) if
such Yield Supplemented Receivables bore interest at the Required Rate (as
defined below) exceeds (ii) the amount of interest accrued on such Yield
Supplemented Receivables at their respective APRs and due during such Collection
Period. "Required Rate" means, with respect to each Collection Period, the sum
of (i) the Servicing Rate plus (ii) the Class A-4 Interest Rate. "Yield
Supplemented Receivable" means any Receivable that has an APR less than the
Required Rate.
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2. On or before the date hereof, the Company shall establish and
maintain with the Securities Intermediary and pledge to the Indenture Trustee
for the benefit of the Noteholders a segregated trust account in the name of the
Indenture Trustee (the "Yield Supplement Account") in accordance with the
Securities Account Control Agreement to secure the payment of interest on the
Notes, or such other account as may be acceptable to the Rating Agencies, and
the Company hereby grants to the Indenture Trustee for the benefit of the
Noteholders a first priority security interest in the monies on deposit and the
other property that from time to time comprise the Yield Supplement Account
(including the Initial Yield Supplement Amount), and any and all proceeds
thereof (collectively, the "Yield Supplement Account Property"). The Relevant
Trustee shall possess all of the rights of a secured party under the UCC with
respect thereto. The Yield Supplement Account Property and the Yield Supplement
Account shall be under the sole dominion and control of the Relevant Trustee.
Neither the Company nor any Person claiming by, through or under the Company
shall have any right, title or interest in, any control over the use of, or any
right to withdraw from amounts from, the Yield Supplement Account Property or
the Yield Supplement Account. All Yield Supplement Account Property in the Yield
Supplement Account shall be applied by the Relevant Trustee as specified in this
Yield Supplement Agreement and the Sale and Servicing Agreement. The Relevant
Trustee shall, not later than 5:00 P.M., New York City time on the Business Day
preceding each Distribution Date, withdraw from the Yield Supplement Account and
deposit in the Collection Account an amount equal to the Yield Supplement
Deposit plus the amount of reinvestment income on the Yield Supplement Account
for such Distribution Date.
On or prior to the date hereof, the Company shall deposit
$27,173,860.31 (the "Initial Yield Supplement Amount") into the Yield Supplement
Account. The amount required to be on deposit in the Yield Supplement Account on
the date of issuance of the Notes and for any Distribution Date (the "Required
Yield Supplement Amount"), as determined by the Servicer and notified to the
Relevant Trustee, means an amount equal to the lesser of (i) the aggregate
amount of each Yield Supplement Deposit that will become due on each future
Distribution Date, assuming that payments on the Receivables are made on their
scheduled due dates, no Receivable becomes a prepaid Receivable and a discount
rate of 2.5%, and (ii) the Initial Yield Supplement Amount. The Required Yield
Supplement Amount may decline as a result of prepayments or repayments in full
of the Receivables. The Relevant Trustee shall have no duty or liability to
determine the Required Yield Supplement Amount and may fully rely on the
determination thereof by the Servicer. If, on any Distribution Date, the funds
in the Yield Supplement Account are in excess of the Required Yield Supplement
Amount for such Distribution Date after giving effect to all distributions to be
made on such Distribution Date, the Relevant Trustee shall pay the Company the
amount of such excess. The Yield Supplement Account shall not be part of the
Trust. It is the intent of the parties that the Yield Supplement Account
Property be treated as property of the Company for all federal, state and local
income and franchise tax purposes. The provisions of this Yield Supplement
Agreement should be interpreted accordingly. Further, the Company shall include
in its gross income all income earned on the Yield Supplement Account Property
and the Yield Supplement Account.
3. All or a portion of the Yield Supplement Account may be invested and
reinvested in the manner specified in Section 5.08 of the Sale and Servicing
Agreement in accordance with written instructions from the Servicer. All such
investments shall be made in the name of the Relevant Trustee. Earnings on
investment of funds in the Yield Supplement Account shall be
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deposited in the Collection Account on each Distribution Date, and losses and
any investment expenses shall be charged against the funds on deposit therein.
Upon payment in full of the Notes under the Indenture, as directed in writing by
the Servicer, the Relevant Trustee will release to the Company any amounts
remaining on deposit in the Yield Supplement Account. If for any reason the
Yield Supplement Account is no longer an Eligible Deposit Account, the Relevant
Trustee shall promptly cause the Yield Supplement Account to be moved to another
institution or otherwise changed so that the Yield Supplement Account becomes an
Eligible Deposit Account.
4. All payments to the Company pursuant hereto shall be made by federal
wire transfer (same day funds) or immediately available funds, to such account
as the Company, or any assignee of the Company referred to in Section 6 hereof,
may designate in writing to the Relevant Trustee, prior to the relevant
Distribution Date.
5. Our agreements set forth in this Yield Supplement Agreement are our
primary obligations and such obligations are irrevocable, absolute and
unconditional, shall not be subject to any counterclaim, setoff or defense
(other than full and strict compliance by us with our obligations hereunder) and
shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstances or condition
whatsoever.
6. In order to more fully protect the interests of the Noteholders, the
Company will transfer, assign and convey its interest in this Yield Supplement
Agreement to the Nissan Auto Receivables 2000-A Owner Trust established under
the Trust Agreement (the "Trust"). Following such transfer, assignment and
conveyance, this Yield Supplement Agreement shall not be amended, modified or
terminated except in accordance with the provisions for amendments,
modifications and terminations of the Sale and Servicing Agreement as set forth
in Section 10.01 of the Sale and Servicing Agreement.
7. THIS YIELD SUPPLEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, without
reference to its conflict of law provisions (other than Section 5-1401 of the
General Obligations Law of the State of New York), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
8. Except as otherwise provided herein, all notices pursuant to this
Yield Supplement Agreement shall be in writing, personally delivered, sent by
telecopier, sent by courier or mailed by certified mail, return receipt
requested, and shall be effective upon receipt thereof. All notices shall be
directed as set forth below, or to such other address or telecopy number or to
the attention of such other person as the relevant party shall have designated
for such purpose in a written notice.
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The Company:
Nissan Auto Receivables Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Facsimile No.: 000-000-0000
Indenture Trustee:
Xxxxxxx Xxxxxx
0xx Xxxxxx and Marquette Avenue
MAC N9311 - 000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Nissan Auto Receivables 2000-A Owner Trust
Facsimile No.: 000-000-0000
9. This Yield Supplement Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, all
of which shall be deemed to be one and the same document.
If the foregoing satisfactorily sets forth the terms and
conditions of our agreement, please indicate your acceptance thereof by signing
in the space provided below and returning to us the enclosed duplicate original
of this letter.
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Very truly yours,
NISSAN AUTO RECEIVABLES CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Treasurer, Assistant Secretary and
Director
Agreed and accepted as of January 27, 2000
NISSAN MOTOR ACCEPTANCE CORPORATION
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: President and Chairman of the
Board of Directors
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
AS INDENTURE TRUSTEE
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
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