<PAGE>   1
                                                                     Exhibit 4.5


                            ADMINISTRATION AGREEMENT



                                      among




                   NISSAN AUTO RECEIVABLES 2001-B OWNER TRUST,
                                    as Issuer




                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                as Administrator



                                       and



                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                              as Indenture Trustee






                           Dated as of April 26, 2001


<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                           <C>
1.      DUTIES OF THE ADMINISTRATOR..........................................  2

2.      RECORDS..............................................................  7

3.      COMPENSATION.........................................................  7

4.      ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER.................  7

5.      INDEPENDENCE OF THE ADMINISTRATOR....................................  7

6.      NO JOINT VENTURE.....................................................  7

7.      OTHER ACTIVITIES OF ADMINISTRATOR....................................  8

8.      TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR..........  8

9.      ACTION UPON TERMINATION, RESIGNATION OR REMOVAL......................  9

10.     NOTICES..............................................................  9

11.     AMENDMENTS........................................................... 10

12.     SUCCESSOR AND ASSIGNS................................................ 11

13.     GOVERNING LAW........................................................ 11

14.     NO PETITION.......................................................... 11

15.     HEADINGS............................................................. 11

16.     COUNTERPARTS......................................................... 11

17.     SEVERABILITY OF PROVISIONS........................................... 11

18.     NOT APPLICABLE TO NMAC IN OTHER CAPACITIES........................... 11

19.     LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE....... 12
</TABLE>


<PAGE>   3


        ADMINISTRATION AGREEMENT, dated as of April 26, 2001, among NISSAN AUTO
RECEIVABLES 2001-B OWNER TRUST, a Delaware business trust (the "Issuer"), NISSAN
MOTOR ACCEPTANCE CORPORATION, a California corporation, as administrator (the
"Administrator"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as
Indenture Trustee (as defined below).

                                     W I T N E S S E T H:

        WHEREAS, beneficial ownership interests in the Issuer represented by the
Nissan Auto Receivables 2001-B Owner Trust Asset Backed Certificates (the
"Certificates") have been issued in connection with the formation of the Issuer
pursuant to the Amended and Restated Trust Agreement, dated as of April 26, 2001
(the "Trust Agreement"), between Nissan Auto Receivables Corporation II ("NARC
II"), a Delaware corporation, as depositor, and Wilmington Trust Company, as
owner trustee (the "Owner Trustee") to the owners thereof (the "Owners");

        WHEREAS, the Issuer is issuing the Nissan Auto Receivables 2001-B Owner
Trust 4.7425% Asset Backed Notes Class A-1, the Nissan Auto Receivables 2001-B
Owner Trust 4.6000% Asset Backed Notes Class A-2, the Nissan Auto Receivables
2001-B Owner Trust 4.9900% Asset Backed Notes Class A-3, and the Nissan Auto
Receivables 2001-B Owner Trust 5.3500% Asset Backed Notes Class A-4
(collectively, the "Notes") pursuant to the Indenture, dated as of April 26,
2001 (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and Wells Fargo Bank Minnesota, National Association, as indenture
trustee (the "Indenture Trustee"; capitalized terms used herein and not defined
herein shall have the meanings ascribed thereto in the Indenture, the Trust
Agreement or the Sale and Servicing Agreement, dated as of April 26, 2001, among
the Issuer, Nissan Motor Acceptance Corporation ("NMAC"), as servicer, and NARC
II, as seller (the "Sale and Servicing Agreement"), as the case may be);

        WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Certificates and the Notes, including the Purchase
Agreement, dated as of April 26, 2001 (the "Purchase Agreement"), between NMAC,
as seller, and NARC II, as purchaser, the Trust Agreement, the Indenture, this
Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement, and the Sale and Servicing Agreement
(collectively, the "Basic Documents");

        WHEREAS, pursuant to the Basic Documents, the Issuer is required to
perform certain duties in connection with the Certificates, the Notes and the
Collateral;

        WHEREAS, the Issuer desires to appoint NMAC as administrator to perform
certain of the duties of the Issuer under the Basic Documents and to provide
such additional services consistent with the terms of this Agreement and the
Basic Documents as the Issuer may from time to time request; and

        WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer on the
terms set forth herein;

<PAGE>   4



        NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

        1.     DUTIES OF THE ADMINISTRATOR.

               (a) Duties with respect to the Note Depository Agreement and the
        Indenture.

                   (i) The Administrator agrees to perform all its duties as
               Administrator under the Basic Documents and the duties of the
               Issuer under the Note Depository Agreement and the Indenture. In
               addition, the Administrator shall consult with the Owner Trustee
               regarding the duties of the Issuer under the Indenture and the
               Note Depository Agreement. The Administrator shall monitor the
               performance of the Issuer and shall advise the Owner Trustee when
               action by the Issuer or the Owner Trustee is necessary to comply
               with the Issuer's duties under the Indenture and the Note
               Depository Agreement. The Administrator shall prepare for
               execution by the Issuer or shall cause the preparation by other
               appropriate persons of all such documents, reports, filings,
               instruments, certificates and opinions as it shall be the duty of
               the Issuer to prepare, file or deliver pursuant to the Indenture
               and the Note Depository Agreement. In furtherance of the
               foregoing, the Administrator shall take all appropriate action
               that is the duty of the Issuer to take pursuant to the Indenture
               including, without limitation, such of the foregoing as are
               required with respect to the following matters under the
               Indenture (references are to sections of the Indenture):

                             (A) preparing or obtaining the documents and
                      instruments required for the proper authentication of
                      Notes and delivering the same to the Indenture Trustee
                      (Section 2.02);

                             (B) appointing the Note Registrar and giving the
                      Indenture Trustee notice of any appointment of a new Note
                      Registrar and the location, or change in location, of the
                      Note Register (Section 2.04);

                             (C) preparing the notification to Noteholders of
                      the final principal payment on their Notes (Section
                      2.07(b));

                             (D) preparing, obtaining and/or filing of all
                      instruments, opinions and certificates and other documents
                      required for the release of Collateral (Section 2.09);

                             (E) maintaining an office in the Borough of
                      Manhattan, City of New York, for the registration of
                      transfer or exchange of Notes (Section 3.02);

                             (F) causing newly appointed Paying Agents, if any,
                      to deliver to the Indenture Trustee the instrument
                      specified in the Indenture regarding funds held in trust
                      (Section 3.03);


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                             (G) directing the Indenture Trustee to deposit
                      moneys with Paying Agents, if any, other than the
                      Indenture Trustee (Section 3.03);

                             (H) obtaining and preserving or causing the Owner
                      Trustee to obtain and preserve the Issuer's qualification
                      to do business in each jurisdiction in which such
                      qualification is or shall be necessary to protect the
                      validity and enforceability of the Indenture, the Notes,
                      the Collateral and each other instrument and agreement
                      included in the Trust Estate (Section 3.04);

                             (I) preparing all supplements, amendments,
                      financing statements, continuation statements, instruments
                      of further assurance and other instruments, in accordance
                      with Section 3.05 of the Indenture, necessary to protect
                      the Trust Estate (Sections 3.05 and 3.07(c));

                             (J) furnishing the required Opinions of Counsel on
                      the Closing Date and at such other times, in accordance
                      with Sections 3.06 and 8.06 of the Indenture, and
                      delivering the annual Officer's Certificates and certain
                      other statements as to compliance with the Indenture, in
                      accordance with Section 3.09 of the Indenture (Sections
                      3.06, 3.09 and 8.06);

                             (K) identifying to the Indenture Trustee in an
                      Officer's Certificate any Person with whom the Issuer has
                      contracted to perform its duties under the Indenture
                      (Section 3.07);

                             (L) notifying the Indenture Trustee and the Rating
                      Agencies of any Servicer Default pursuant to the Sale and
                      Servicing Agreement and, if such Servicer Default arises
                      from the failure of the Servicer to perform any of its
                      duties under the Sale and Servicing Agreement, taking all
                      reasonable steps available to remedy such failure (Section
                      3.07(d));

                             (M) preparing and obtaining documents and
                      instruments required in connection with the consolidation,
                      merger or transfer of assets of the Issuer (Section 3.10);

                             (N) delivering notice to the Indenture Trustee of
                      each Event of Default and each other default by the
                      Servicer or the Seller under the Sale and Servicing
                      Agreement (Section 3.19);

                             (O) monitoring the Issuer's obligations as to the
                      satisfaction and discharge of the Indenture and the
                      preparation of an Officer's Certificate and obtaining the
                      Opinion of Counsel and the Independent Certificate (as
                      defined in the Indenture) related thereto (Section 4.01);

                             (P) preparing and mailing the notification of the
                      Indenture Trustee and Noteholders with respect to special
                      payment dates, if any (Section 5.04(d));


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                             (Q) preparing and, after execution by the Issuer
                      and the Indenture Trustee, filing with the Commission and
                      any applicable state agencies of documents required to be
                      filed on a periodic basis with the Commission and any
                      applicable state agencies (including any summaries thereof
                      required by rules and regulations prescribed thereby), and
                      transmitting of such summaries to the Noteholders (Section
                      7.03);

                             (R) preparing any Issuer Request and Officer's
                      Certificates and obtaining any Opinions of Counsel and
                      Independent Certificates necessary for the release of the
                      Trust Estate (Section 8.04);

                             (S) preparing Issuer Orders and obtaining Opinions
                      of Counsel with respect to the execution of any
                      supplemental indentures, and mailing notices to the
                      Noteholders with respect thereto (Sections 9.01, 9.02 and
                      9.03);

                             (T) executing and delivering new Notes conforming
                      to the provisions of any supplemental indenture, as
                      appropriate (Section 9.06);

                             (U) preparing all Officer's Certificates, Opinions
                      of Counsel and Independent Certificates with respect to
                      any requests by the Issuer to the Indenture Trustee to
                      take any action under the Indenture (Section 11.01(a));

                             (V) preparing and delivering Officer's Certificates
                      and obtaining Independent Certificates, if necessary, for
                      the release of property or securities from the lien of the
                      Indenture (Section 11.01(c));

                             (W) notifying the Rating Agencies, upon any failure
                      of the Indenture Trustee to give such notification, of the
                      information required pursuant to Section 11.04 of the
                      Indenture (Section 11.04);

                             (X) preparing and delivering to the Noteholders and
                      the Indenture Trustee any agreements with respect to
                      alternate payment and notice provisions (Section 11.06);
                      and

                             (Y) recording the Indenture, if applicable (Section
                      11.14).

                      (ii) The Administrator shall also:

                             (A) pay the Indenture Trustee from time to time the
                      reasonable compensation provided for in the Indenture with
                      respect to services rendered by the Indenture Trustee
                      under the Indenture (which compensation shall not be
                      limited by any provision of law in regard to the
                      compensation of a trustee of an express trust);

                             (B) reimburse the Indenture Trustee upon its
                      request for all reasonable expenses, disbursements and
                      advances incurred or made by the


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                      Indenture Trustee in accordance with any provision of the
                      Indenture (including the reasonable compensation, expenses
                      and disbursements of its agents and counsel) to the extent
                      the Indenture Trustee is entitled to such reimbursement by
                      the Issuer under the Indenture;

                             (C) indemnify the Indenture Trustee for, and hold
                      it harmless against, any losses, liability or expense
                      incurred without negligence or bad faith on the part of
                      the Indenture Trustee, arising out of or in connection
                      with the acceptance or administration of the trusts and
                      duties contemplated by the Indenture, including the
                      reasonable costs and expenses of defending themselves
                      against any claim or liability in connection therewith to
                      the extent the Indenture Trustee is entitled to such
                      indemnification from the Issuer under the Indenture;

                             (D) pay the reasonable expense of any examination
                      or investigation by the Owner Trustee undertaken pursuant
                      to Section 7.01(e) of the Trust Agreement, and if such
                      expense is paid by the Owner Trustee, then such expense
                      shall be reimbursed by the Administrator upon demand.

               (b)    Additional Duties.

                      (i) In addition to the duties of the Administrator set
               forth above, the Administrator shall perform such calculations,
               and shall prepare for execution by the Issuer or the Owner
               Trustee or shall cause the preparation by other appropriate
               persons of all such documents, reports, filings, instruments,
               certificates and opinions as it shall be the duty of the Issuer
               or the Owner Trustee to prepare, file or deliver pursuant to the
               Basic Documents, and at the request of the Owner Trustee shall
               take all appropriate action that it is the duty of the Issuer or
               the Owner Trustee to take pursuant to the Basic Documents.
               Subject to Section 5 of this Agreement, and in accordance with
               the reasonable written directions of the Owner Trustee, the
               Administrator shall administer, perform or supervise the
               performance of such other activities in connection with the
               Collateral (including the Basic Documents) as are not covered by
               any of the foregoing provisions and as are expressly requested by
               the Owner Trustee and are reasonably within the capability of the
               Administrator.

                      (ii) Notwithstanding anything in this Agreement or the
               Basic Documents to the contrary, the Administrator shall be
               responsible for promptly notifying the Owner Trustee in the event
               that any withholding tax is imposed on the Issuer's payments (or
               allocations of income) to a Certificateholder as contemplated in
               Section 5.02(c) of the Trust Agreement. Any such notice shall
               specify the amount of any withholding tax required to be withheld
               by the Owner Trustee pursuant to such provision.

                      (iii) Notwithstanding anything in this Agreement or the
               Basic Documents to the contrary, the Administrator shall be
               responsible for performance of the duties of the Administrator
               set forth in Section 5.04(a), (b),

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               (c), (d), (e) and (f) of the Trust Agreement with respect to,
               among other things, accounting and reports to the
               Certificateholders; provided, however, that the Owner Trustee
               shall remain exclusively responsible for the mailing of the
               Schedule K-1s necessary to enable each Certificateholder to
               prepare its federal and state income tax returns.

                      (iv) The Administrator shall satisfy its obligations with
               respect to clauses (ii) and (iii) above and under the Trust
               Agreement by retaining, at the expense of the Administrator, a
               firm of independent public accountants (the "Accountants") which
               shall perform the obligations of the Administrator thereunder;
               provided, however, that the Certificateholder is not the
               Administrator or any of its Affiliates.

                      In connection with paragraph (ii) above, the Accountants
               will provide, prior to December 1 of each year, a letter in form
               and substance satisfactory to the Owner Trustee as to whether any
               tax withholding is then required and, if required, the procedures
               to be followed with respect thereto to comply with the
               requirements of the Code; provided, however, that the
               Certificateholder is not the Administrator or any of its
               Affiliates. The Accountants shall be required to update the
               letter in each instance that any additional tax withholding is
               subsequently required or any previously required tax withholding
               shall no longer be required.

                      (v) The Administrator shall perform the duties of the
               Administrator specified in Section 10.02 of the Trust Agreement
               required to be performed in connection with the removal of the
               Owner Trustee, and any other duties expressly required to be
               performed by the Administrator under the Trust Agreement.

                      (vi) In carrying out the foregoing duties or any of its
               other obligations under this Agreement, the Administrator may
               enter into transactions with or otherwise deal with any of its
               Affiliates; provided, however, that the terms of any such
               transactions or dealings shall be in accordance with any
               directions received from the Issuer and shall be, in the
               Administrator's opinion, no less favorable to the Issuer than
               would be available from unaffiliated parties.

               (c)    Non-Ministerial Matters.

                      (i) With respect to matters that in the reasonable
               judgment of the Administrator are non-ministerial, the
               Administrator shall not take any action unless within a
               reasonable time before the taking of such action the
               Administrator shall have notified the Owner Trustee of the
               proposed action and the Owner Trustee shall not have withheld
               consent or provided an alternative direction, and all approvals
               required under the Basic Documents shall have been obtained. For
               the purpose of the preceding sentence, "non-ministerial matters"
               shall include, without limitation:

                             (A)    the amendment of the Indenture or execution
                      of any supplement to the Indenture;


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<PAGE>   9


                             (B) the initiation of any claim or lawsuit by the
                      Issuer and the compromise of any action, claim or lawsuit
                      brought by or against the Issuer (other than in connection
                      with the collection of the Receivables);

                             (C) the amendment, change or modification of any of
                      the Basic Documents;

                             (D) the appointment of successor Note Registrars or
                      successor Paying Agents pursuant to the Indenture or the
                      appointment of successor Administrators, or the consent to
                      the assignment by the Note Registrar, Paying Agent or
                      Indenture Trustee of its obligations, in each case under
                      the Indenture; and

                             (E) the removal of the Indenture Trustee.

                      (ii) Notwithstanding anything to the contrary in this
               Agreement, the Administrator shall not be obligated to, and shall
               not (x) make any payments to the Noteholders under the Basic
               Documents, (y) sell the Trust Estate pursuant to Section 5.04 of
               the Indenture or (z) take any other action that the Issuer
               directs the Administrator not to take on its behalf.

        2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee and the Indenture Trustee at any time during normal business hours upon
reasonable advance written notice.

        3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.

        4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

        5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer, the Owner Trustee or the Indenture
Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Issuer hereunder
or otherwise, the Administrator shall have no authority to act for or represent
the Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise
be or be deemed an agent of the Issuer, the Owner Trustee or the Indenture
Trustee.

        6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i)
constitute the Administrator and any of the Issuer, the Owner Trustee or the
Indenture Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be construed
to impose any liability as such on any of them or (iii) be deemed

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<PAGE>   10

to confer on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

        7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its or
their sole discretion, from acting as an administrator for any other person or
entity, or in a similar capacity therefor, even though such person or entity may
engage in business activities similar to those of the Issuer, the Owner Trustee
or the Indenture Trustee.

        8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.

               (a) This Agreement shall continue in force until the termination
        of the Issuer, upon which event this Agreement shall automatically
        terminate.

               (b) Subject to Sections 8(e) and 8(f), the Administrator may
        resign by providing the Issuer with at least 30 days' prior written
        notice.

               (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the
        Administrator without cause by providing the Administrator at least 30
        days' prior written notice.

               (d) Subject to Sections 8(e) and 8(f), at the sole option of the
        Issuer, the Administrator may be removed immediately upon written notice
        of termination from the Issuer to the Administrator if any of the
        following events shall occur:

                      (i) the Administrator shall fail to perform in any
               material respect any of its duties under this Agreement and,
               after notice of such default, shall not cure such default within
               10 days (or, if such default cannot be cured in such time, shall
               not give within such 10 days such assurance of timely and
               complete cure as shall be reasonably satisfactory to the Issuer);

                      (ii) the entry of a decree or order by a court or agency
               or supervisory authority having jurisdiction in the premises for
               the appointment of a trustee in bankruptcy, conservator, receiver
               or liquidator for the Administrator in any bankruptcy,
               insolvency, readjustment of debt, marshalling of assets and
               liabilities or similar proceedings, or for the winding up or
               liquidation of their respective affairs, and the continuance of
               any such decree or order unstayed and in effect for a period of
               90 consecutive days; or

                      (iii) the consent by the Administrator to the appointment
               of a trustee in bankruptcy, conservator or receiver or liquidator
               in any bankruptcy, insolvency, readjustment of debt, marshalling
               of assets and liabilities or similar proceedings of or relating
               to the Administrator of or relating to substantially all of their
               property, or the Administrator shall admit in writing its
               inability to pay its debts generally as they become due, file a
               petition to take advantage of any applicable insolvency or
               reorganization statute, make an assignment for the benefit of its
               creditors, or voluntarily suspend payment of its obligations.


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                      The Administrator agrees that if any of the events
        specified in clauses (ii) or (iii) of this Section shall occur, it shall
        give written notice thereof to the Issuer, the Owner Trustee and the
        Indenture Trustee within seven days after the occurrence of such event.

               (e) No resignation or removal of the Administrator pursuant to
        this Section shall be effective until (i) a successor Administrator
        shall have been appointed by the Issuer and (ii) such successor
        Administrator shall have agreed in writing to be bound by the terms of
        this Agreement on substantially the same terms as the Administrator is
        bound hereunder.

               (f) The appointment of any successor Administrator shall be
        effective only after each Rating Agency (other than Moody's) has
        provided to the Owner Trustee and the Indenture Trustee notice that the
        proposed appointment will not result in the reduction or withdrawal of
        any rating, if any, then assigned by such Rating Agency to any Class of
        Notes or the Certificates. Promptly after the appointment of any
        successor Administrator, the Owner Trustee will provide notice of such
        appointment to Moody's (so long as Moody's is then rating any
        outstanding Notes).

               (g) Subject to Section 8(e) and 8(f), the Administrator
        acknowledges that upon the appointment of a Successor Servicer pursuant
        to the Sale and Servicing Agreement, the Administrator shall immediately
        resign and such Successor Servicer shall automatically succeed to the
        rights, duties and obligations of the Administrator under this
        Agreement.

        9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b) or (c) or
(d), the Administrator shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or removal.
The Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to or to the order of the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
8(b) or (c) or (d), the Administrator shall cooperate with the Issuer and take
all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.

        10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:

               (a)    if to the Issuer or the Owner Trustee, to:

                      Nissan Auto Receivables 2001-B Owner Trust
                      In care of:  Wilmington Trust Company
                      Rodney Square North
                      1100 North Market Street
                      Wilmington, Delaware  19890
                      Attention:  Nissan Auto Receivables 2001-B Owner Trust



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<PAGE>   12

                      with a copy to:

                      Nissan Auto Receivables 2001-B Owner Trust
                      In care of: Nissan Motor Acceptance Corporation
                      990 West 190th Street
                      Torrance, California  90502
                      Attention:  Joy Crose, General Counsel

               (b)    if to the Administrator, to:

                      Nissan Motor Acceptance Corporation
                      990 West 190th Street
                      Torrance, California  90502
                      Attention:  Joy Crose, General Counsel

               (c)    if to the Indenture Trustee, to:

                      Wells Fargo Bank Minnesota, National Association
                      Wells Fargo Center
                      Sixth and Marquette Avenue,
                      MAC N9311-161
                      Minneapolis, MN 55479
                      Attn: Asset Backed Securities Department


or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.

        11. AMENDMENTS. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator,
and the Indenture Trustee, with the consent of the Owner Trustee but without the
consent of any Noteholders or the Certificateholders, for the purpose of adding
any provisions to or modifying or changing in any manner or eliminating any of
the provisions of this Agreement, provided that such amendment does not and will
not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially
and adversely affect the interest of any Noteholder or Certificateholder. This
Agreement may also be amended from time to time by the Issuer, the
Administrator, and the Indenture Trustee with the consent of the Owner Trustee
and (i) the holders of Notes evidencing a majority of the Outstanding Amount of
the Notes, voting as a single class; or (ii) in the case of any amendment that
does not adversely affect the Indenture Trustee or the Noteholders (as evidenced
by an Officer's Certificate of the Servicer and an outside Opinion of Counsel
indicating that such amendment will not adversely affect the Indenture Trustee
or the Noteholders), the holders of the Certificates evidencing a majority of
the outstanding Certificate Balance of the Certificates (but excluding for
purposes of calculation and action all Certificates held by the Seller, the
Servicer or any of their Affiliates unless at such time all Certificates are
then owned by the Seller, the Servicer and their Affiliates), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement


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<PAGE>   13


or of modifying in any manner the rights of those Noteholders or
Certificateholders which are not covered by the immediately preceding sentence.

        12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned by the
Administrator unless such assignment is consented to in writing by the Issuer,
the Owner Trustee and the Indenture Trustee, and the conditions precedent to
appointment of a successor Administrator set forth in Section 8 are satisfied.
An assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer, the Owner Trustee and
the Indenture Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

        13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the 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 hereunder shall be determined in accordance with such laws.

        14. NO PETITION. The Administrator, by entering into this Administration
Agreement, hereby covenants and agrees that it will not at any time institute
against the Issuer, or join in any institution against the Issuer of any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law, in connection with any obligations relating to the Notes, the
Certificates or any of the Basic Documents.

        15. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

        16. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.

        17. SEVERABILITY OF PROVISIONS. If any one or more of the agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held
invalid or unenforceable in any jurisdiction, then such agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the other rights of
the parties hereto.

        18. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation, right or benefit NMAC may have in any
other capacity or under any Basic Document.


                                       11
<PAGE>   14


        19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE.
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by Wilmington Trust Company, not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer, and Wells Fargo Bank
Minnesota, National Association, not in its individual capacity but solely in
its capacity as Indenture Trustee under the Indenture and in no event shall
Wilmington Trust Company in its individual capacity, Wells Fargo Bank Minnesota,
National Association, in its individual capacity, or any Certificateholder have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.




                                       12
<PAGE>   15


        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                               NISSAN AUTO RECEIVABLES 2001-B OWNER TRUST

                               By:  WILMINGTON TRUST COMPANY
                               not in its individual capacity but solely as
                               Owner Trustee


                               By:      /s/   James P. Lawler
                                  ----------------------------------------------
                                  Name: James P. Lawler
                                  Title:  Vice President


                               WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                               not in its individual capacity but solely as
                               Indenture Trustee


                               By:      /s/  Bruce Wandersee
                                  ----------------------------------------------
                                  Name: Bruce Wandersee
                                  Title:   Vice President

                               NISSAN MOTOR ACCEPTANCE CORPORATION,
                               as Administrator


                               By:      /s/   Katsumi Ishii
                                  ----------------------------------------------
                                   Name: Katsumi Ishii
                                   Title:   President



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