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EXHIBIT 4.6
Nissan Auto Receivables Corporation II
990 West 190th Street
Torrance, California 90502
Dated as of January 13, 2005
YIELD SUPPLEMENT AGREEMENT
Wells Fargo Bank, National Association
Wells Fargo Center
Sixth and Marquette Avenue
MAC N9311-161
Minneapolis, MN 55479
Attn: Asset Backed Securities
Department
Nissan Auto Receivables 2005-A Owner
Trust
In care of: Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn: Nissan Auto Receivables 2005-A Owner
Trust
Ladies and Gentlemen:
Nissan
Auto Receivables Corporation II (the "Company") hereby confirms
arrangements made as of the date hereof
with you, Wells Fargo Bank, National
Association, as Indenture Trustee, and
Wilmington Trust Company, as Owner
Trustee for the Nissan Auto Receivables
2005-A Owner Trust (the "Trust"), 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 Nissan Motor
Acceptance Corporation ("NMAC"), the
Indenture Trustee and the Owner Trustee,
(ii) execution of the Purchase
Agreement, dated as of the date hereof (the
"Purchase Agreement"), between the
Company and 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 2005-A Owner Trust, as Issuer
(the "Sale and Servicing Agreement").
1.
On or
prior to each Determination Date, the Servicer shall notify
the Company and the Owner Trustee 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), the
Servicing Payment Deposit with
respect to the related Distribution Date
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, 5.14%.
"Yield Supplemented Receivable" means any
Receivable that has an APR less than
the Required Rate.
2.
On or
before the date hereof, the Owner Trustee shall establish and
maintain with the Securities Intermediary
and pledge to the Indenture Trustee a
segregated trust account in the name of the
Indenture Trustee for the benefit of
the Noteholders (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
(Nissan 2005-A Owner Trust
Yield Supplement Agreement)
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Agencies, and the Trust hereby grants to
the Indenture Trustee for the benefit
of the Noteholders a first priority
security interest in the Yield Supplement
Account and 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 Indenture 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 Indenture Trustee. Neither
the Company, the Trust nor any Person
claiming by, through or under the Company
or the Trust shall have any right,
title or interest in, any control over the
use of, or any right to withdraw
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.
3.
On or
prior to the date hereof, the Company
