Cap Transaction Confirmation between ABN AMRO Bank N.V. and Nissan Auto Receivables 2004-C Owner Trust

Summary

This agreement confirms the terms of a cap transaction between ABN AMRO Bank N.V. and Nissan Auto Receivables 2004-C Owner Trust, effective September 16, 2004. Under this agreement, the Counterparty pays a fixed amount, while ABN AMRO pays a floating amount based on USD LIBOR, subject to a cap rate of 3.56%. Payments are made monthly until the earlier of May 15, 2009, or when the principal balance of certain notes reaches zero. Wells Fargo acts as the calculation agent. The agreement supplements an existing ISDA Master Agreement between the parties.

EX-4.11 12 a01927exv4w11.txt EX-4.11 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. -2- 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: Wells 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 -3- 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/ Denis Viskovich ---------------------------- Name: Denis Viskovich Title: Authorized Signatory By: /s/ Douglas Scott ---------------------------- Name: Douglas Scott 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/ Kathleen A. Pedelini ---------------------------- Name: Kathleen A. Pedelini Title: Financial Services Officer -4-