EXHIBIT 99.4
SWAP TRANSACTION CONFIRMATION
[Class A-2b Notes]
| | | | |
Date: | | April 23, 2008 | | |
| | | | |
To: | | NISSAN AUTO LEASE TRUST 2008-A | | (“Party B”) |
| | c/o Wilmington Trust Company | | |
| | Rodney Square North | | |
| | 1100 North Market Street | | |
| | Wilmington, Delaware 19890 | | |
| | Attention; Dorri Wolhar | | |
| | Telephone: 302-636-6194 | | |
| | Facsimile: 302-636-4140 | | |
| | | | |
| | With a copy to: Rachel Serina, CTP | | |
| | Senior Treasury Manager, Funding | | |
| | Nissan North America, Inc. | | |
| | 333 Commerce Street | | |
| | 10th Floor, B-10-C Nashville, TN 37201-1800 | | |
| | Telephone: 615-725-8146 | | |
| | Facsimile: 615-725-1720 | | |
| | | | |
From: | | HSBC Bank USA, National Association (“Party A”) | | |
| | 452 5th Ave | | |
| | | | |
| | New York, NY 1018 | | |
| | | | |
| | Attention: Christian McGreevy | | |
| | Telephone: 212-525-8710 | | |
| | Facsimile: 212-525-5517 | | |
| | | | |
Ref. No. | | 497748HN | | |
Dear Sir or Madam:
The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
1. The definitions and provisions contained in (i) the 2006 ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc,and (ii) the Indenture dated as of April 23, 2008 (the “Indenture”) between Party B and U.S. Bank National Association, as indenture trustee, relating to the issuance by Party B of certain debt obligations, are incorporated into this Confirmation. In the event of any inconsistency between
Issuer Confirmation
the ISDA Definitions and this Confirmation, this Confirmation will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
| | | | |
Transaction Type: | | Interest Rate Swap |
| | | | |
Currency for Payments: | | U.S. Dollars |
| | | | |
Notional Amount: | | For the Initial Calculation Period, the Notional Amount shall be equal to USD 75,000,000. For each subsequent Calculation Period, the Notional Amount shall be equal to the aggregate note balance of the Class A-2b Notes on the first day of such Calculation Period. With respect to any Payment Date, the aggregate note balance of the Class A-2b Notes will be determined using the Servicer’s Certificate issued on the Determination Date immediately preceding the Payment Date (giving effect to any reductions of the note balance of the Class A-2b Notes reflected in such Servicer’s Certificate). |
| | | | |
Initial Calculation Period: | | April 23, 2008 to but excluding May 15, 2008. |
| | | | |
Term: | | |
| | | | |
| | Trade Date: | | April 17, 2008 |
| | | | |
| | Effective Date: | | April 23, 2008 |
| | | | |
| | Termination Date: | | The earlier of (i) December 15, 2010 and (ii) the date on which the note balance of the Class A-2b Notes is reduced to zero. |
| | | | |
| | Business Day Convention: | | Following |
| | | | |
| | Business Day: | | New York, Delaware, Illinois, Tennessee, Texas and London |
| | | | |
Fixed Amounts: | | |
| | | | |
| | Fixed Rate Payer: | | Party B |
| | | | |
| | Calculation Period End Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date; No Adjustment. |
| | | | |
| | Payment Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. |
Issuer Confirmation
2
| | | | |
| | | | |
| | Fixed Rate: | | 2.89%
|
| | | | |
| | Fixed Rate Day Count Fraction: | | 30/360 |
| | | | |
Floating Amounts: | | |
| | | | |
| | Floating Rate Payer: | | Party A |
| | | | |
| | Calculation Period End Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. |
| | | | |
| | Payment Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. |
| | | | |
| | Floating Rate Option: | | USD-LIBOR-BBA |
| | | | |
| | Designated Maturity: | | 1 Month |
| | | | |
| | Spread: | | None |
| | | | |
| | Initial LIBOR Setting: | | 1 Month USD-LIBOR-BBA |
| | | | |
| | Floating Rate Day Count Fraction: | | Actual/360 |
| | | | |
| | Reset Dates: | | The first day of each Calculation Period. |
| | | | |
| | Compounding: | | Inapplicable |
| | | | |
3. The additional provisions of this Confirmation are as follows: |
| | | | |
Calculation Agent: | | As set forth in the Agreement. |
| | | | |
Payments to Party A: | | HSBC Bank USA, National Association |
| | | | ABA# 021-001-088 For Credit to Department 299 A/C: 000-04929-8 HSBC Derivate Products Group |
Issuer Confirmation
3
| | | | |
Payments to Party B: | | NISSAN AUTO LEASE TRUST 2008-A U.S. Bank National Association ABA #091000022 For credit to: Structured Finance Acct #173103322058 Ref: NALT 2008-A Collections a/c 122195001) |
4. Documentation
This Confirmation supplements, forms a part of, and is subject to, the 2002 ISDA Master Agreement, dated as of April 23, 2008 (including the Schedule thereto) as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified herein. Unless otherwise provided in the Agreement, this Confirmation is governed by the laws of the State of New York.
The remainder of this page intentionally left blank.
Issuer Confirmation
4
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.
| | | | | | |
| | Very truly yours, | | |
| | | | | | |
| | HSBC BANK USA, NATIONAL ASSOCIATION | | |
| | | | | | |
| | By: | | | | |
| | Name: | | | | |
| | Title: | | | | |
| | | | | | |
| | By: | | | | |
| | Name: | | | | |
| | Title: | | | | |
Accepted and confirmed as of the date first above written:
NISSAN AUTO LEASE TRUST 2008-A
| | | | | | |
By: | | WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee | | |
| | | | | | |
| | By: | | | | |
| | Name: | | | | |
| | Title: | | | | |
| | | | | | |
Issuer Confirmation
5
SWAP TRANSACTION CONFIRMATION
[Class A-3b Notes]
| | | | |
Date: | | April 23, 2008 | | |
| | | | |
To: | | NISSAN AUTO LEASE TRUST 2008-A | | (“Party B”) |
| | c/o Wilmington Trust Company | | |
| | Rodney Square North | | |
| | 1100 North Market Street | | |
| | Wilmington, Delaware 19890 | | |
| | Attention: Dorri Wolhar | | |
| | Telephone: 302-636-6194 | | |
| | Facsimile: 302-636-4140 | | |
| | | | |
| | With a copy to: Rachel Serina, CTP Senior Treasury Manager, Funding Nissan North America, Inc. 333 Commerce Street 10th Floor, B-10-C Nashville, TN 37201-1800 Telephone: 615-725-8146 Facsimile: 615-725-1720 | | |
| | | | |
From: | | HSBC Bank USA, National Association | | (“Party A”) |
| | 452 5th Ave | | |
| | | | |
| | New York, NY 1018 | | |
| | | | |
| | Attention: Christian McGreevy | | |
| | Telephone: 212-525-8710 | | |
| | Facsimile: 212-525-5517 | | |
| | | | |
Ref. No. | | 497751HN | | |
Dear Sir or Madam:
The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
1. The definitions and provisions contained in (i) the 2006 ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc, and (ii) the Indenture dated as of April 23, 2008 (the “Indenture”) between Party B and U.S. Bank National Association, as indenture trustee, relating to the issuance by Party B of certain debt obligations, are incorporated into this Confirmation. In the event of any inconsistency between
Issuer Confirmation
the ISDA Definitions and this Confirmation, this Confirmation will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
| | | | |
Transaction Type: | | Interest Rate Swap |
| | | | |
Currency for Payments: | | U.S. Dollars |
| | | | |
Notional Amount: | | For the Initial Calculation Period, the Notional Amount shall be equal to USD 70,000,000. For each subsequent Calculation Period, the Notional Amount shall be equal to the aggregate note balance of the Class A-3b Notes on the first day of such Calculation Period. With respect to any Payment Date, the aggregate note balance of the Class A-3b Notes will be determined using the Servicer’s Certificate issued on the Determination Date immediately preceding the Payment Date (giving effect to any reductions of the note balance of the Class A-3b Notes reflected in such Servicer’s Certificate). |
| | | | |
Initial Calculation Period: | | April 23, 2008 to but excluding May 15, 2008. |
| | | | |
Term: | | |
| | Trade Date: | | April 17, 2008 |
| | | | |
| | Effective Date: | | April 23, 2008 |
| | | | |
| | Termination Date: | | The earlier of (i) July 15, 2011 and (ii) the date on which the note balance of the Class A-3b Notes is reduced to zero. |
| | | | |
| | Business Day Convention: | | Following |
| | | | |
| | Business Day: | | New York, Delaware, Illinois, Tennessee, Texas and London |
| | | | |
Fixed Amounts: | | |
| | | | |
| | Fixed Rate Payer: | | Party B |
| | | | |
| | Calculation Period End Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date; No Adjustment. |
| | | | |
| | Payment Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. |
Issuer Confirmation
2
| | | | |
| | Fixed Rate: | | 3.08%
|
| | | | |
| | Fixed Rate Day Count Fraction: | | 30/360 |
| | | | |
Floating Amounts: | | |
| | | | |
| | Floating Rate Payer: | | Party A |
| | | | |
| | Calculation Period End Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. |
| | | | |
| | Payment Dates: | | Monthly on the 15th of each month, commencing May 15, 2008, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. |
| | | | |
| | Floating Rate Option: | | USD-LIBOR-BBA |
| | | | |
| | Designated Maturity: | | 1 Month |
| | | | |
| | Spread: | | None |
| | | | |
| | Initial LIBOR Setting: | | 1 Month USD-LIBOR-BBA |
| | | | |
| | Floating Rate Day Count Fraction: | | Actual/360 |
| | | | |
| | Reset Dates: | | The first day of each Calculation Period. |
| | | | |
| | Compounding: | | Inapplicable |
| | | | |
3. The additional provisions of this Confirmation are as follows: |
| | | | |
Calculation Agent: | | As set forth in the Agreement. |
| | | | |
Payments to Party A: | | HSBC Bank USA, National Association |
| | | | ABA# 021-001-088 |
| | | | For Credit to Department 299 |
| | | | A/C: 000-04929-8 |
| | | | HSBC Derivative Products Group |
Issuer Confirmation
3
| | | | |
Payments to Party B: | | NISSAN AUTO LEASE TRUST 2008-A |
| | | | U.S. Bank National Association |
| | | | ABA #091000022 For credit to: Structured Finance |
| | | | Acct#173103322058 Ref: NALT 2008-A Collections a/c 122195001) |
4. Documentation
This Confirmation supplements, forms a part of, and is subject to, the 2002 ISDA Master Agreement, dated as of April 23, 2008 (including the Schedule thereto) as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified herein. Unless otherwise provided in the Agreement, this Confirmation is governed by the laws of the State of New York.
The remainder of this page intentionally left blank.
Issuer Confirmation
4
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.
| | | | | | |
| | Very truly yours, | | |
| | | | | | |
| | HSBC BANK USA, NATIONAL ASSOCIATION | | |
| | | | | | |
| | By: | | | | |
| | Name: | | | | |
| | Title: | | | | |
| | | | | | |
| | By: | | | | |
| | Name: | | | | |
| | Title: | | | | |
Accepted and confirmed as of the date first above written:
NISSAN AUTO LEASE TRUST 2008-A
| | | | | | |
By: | | WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee | | |
| | | | | | |
| | By: | | | | |
| | Name: | | | | |
| | Title: | | | | |
| | | | | | |
Issuer Confirmation
5