exv10w4






Exhibit 10.4




[DRAFT DATE]




Nissan Auto Receivables Corporation II

One Nissan Way

Franklin, Tennessee 37067




Dated as of [________________]




YIELD SUPPLEMENT AGREEMENT




Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

25 DeForest Avenue

Summit, New Jersey 07901

Attn: Structured Finance Services — Nissan Auto



Receivables 20[     ]-[  ] Owner Trust




Nissan Auto Receivables 20[     ]-[  ] Owner Trust

In care of: Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attn: Nissan Auto Receivables 20[     ]-[  ] Owner Trust



Ladies and Gentlemen:



Nissan Auto Receivables Corporation II (the “Company”) hereby confirms arrangements made as of the
date hereof with you, Deutsche Bank Trust Company Americas, as Indenture Trustee, and Wilmington
Trust Company, as Owner Trustee for the Nissan Auto Receivables 20[     ]-[  ] 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 20[     ]-[  ] 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.



			
	 	 	 
	
	 	(Nissan 20[     ]-[  ] Yield Supplement Agreement)






 









 





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, [_______]%. “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 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 shall make a capital contribution to the Trust
of $[_______] (the “Initial Yield Supplement Amount”), by depositing such 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 each Distribution Date until the Notes of all Classes
have been paid in full or the Indenture is otherwise terminated (the “Required Yield Supplement
Amount”), as determined by the Servicer and notified to the Relevant Trustee, means an amount equal
to the lesser of the net present value of (i) the maximum aggregate Yield Supplement Deposits that
will become due on future Distribution Dates, assuming (1) that payments on the Receivables are
made on their scheduled due dates, based on a year consisting of twelve 30-day months, (2) no
Receivable becomes a prepaid Receivable, and (3) a discount rate of [_______]%, 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




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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 deposit the
amount of such excess into the Collection Account for distribution by the Relevant Trustee in
accordance with the terms of Sections 5.06(c), (d) and (e) of the Sale and Servicing Agreement.
The Yield Supplement Account shall be part of the Trust. It is the intent of the parties that the
Yield Supplement Account Property be treated as property of the Trust for all federal, state and
local income and franchise tax purposes. The provisions of this Yield Supplement Agreement should
be interpreted accordingly. Further, the Trust shall include in its gross income all income earned
on the Yield Supplement Account Property and the Yield Supplement Account.



     4. 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 or the Secured Party (as defined in the Securities Account Control
Agreement) under the Securities Account Control Agreement, as the case may be. 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 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
Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account to
the Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall
deposit into the Trust Collection Account, and the Company shall have no further obligation to pay
to the Servicer the Servicing Payment Deposit. 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.



     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. 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




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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.


The Company:



Nissan Auto Receivables Corporation II

One Nissan Way

Franklin, Tennessee 37067

Attention: Treasurer

Facsimile No.: (615) 725-1720



Indenture Trustee:



Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

25 DeForest Avenue

Summit, New Jersey 07901

Attn: Structured Finance Services — Nissan Auto

Receivables 20[     ]-[  ] Owner Trust

Facsimile No.: (212) 553-2458



Trust:



Nissan Auto Receivables 20[     ]-[  ] Owner Trust

In care of: Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890



Attn: Nissan Auto Receivables 20[     ]-[  ] Owner Trust




     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.



     10. Each of the parties hereto agrees and acknowledges that all of the rights and interests of
the Indenture Trustee hereunder shall be automatically transferred to the Owner Trustee, and the
Owner Trustee shall succeed to all such rights and interests, upon the payment in full of the Notes
in accordance with the terms of the Indenture and the Sale and Servicing Agreement.


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 II

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Agreed and accepted as of [_______]



NISSAN MOTOR ACCEPTANCE CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely as Indenture Trustee

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	NISSAN AUTO RECEIVABLES 20[     ]-[  ]

OWNER TRUST

 	 	 
	By:  	WILMINGTON TRUST COMPANY,
 	 	 
	 	not in its individual capacity but solely as 	 	 
	 	Owner Trustee on behalf of the Trust 	 	 



	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




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