BYLAWS




OF




NISSAN
WHOLESALE RECEIVABLES CORPORATION II




ARTICLE
THIRTEEN









MEETINGS
OF STOCKHOLDERS




Section
13.01.                                Time and
Place.  All meetings of stockholders shall be held at such time
and place, whether within or without the State of Delaware, as shall be
determined by the President or the Board of Directors.




Section
13.02.                                Annual
Meeting.  An annual meeting of stockholders shall be held each
year, commencing in August 2003, at which the stockholders shall elect a Board
of Directors and transact such other business as may properly be brought before
the meeting.




Section
13.03.                                Special
Meetings.  Special meetings of stockholders, for any purpose,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the President or the Board of Directors.  Any such
request shall state the purpose or purposes of the proposed meeting and the
business transacted at such meeting shall be limited to the purposes stated in
the notice.




Section
13.04.                                Notice of
Meetings.  Notice of each meeting of stockholders stating the
place, date and hour thereof, and, in the case of a special meeting, specifying
the purpose or purposes thereof and the person or persons by whom or at whose
direction such meeting has been called, shall be given, in the manner prescribed
by Section 4.01 of these Bylaws, to each stockholder entitled to vote at such
meeting, not less than 10 nor more than 60 days prior to the
meeting.




Section
13.05.                                Quorum.  Except
as otherwise provided by statute or the Certificate of Incorporation, the
holders of a majority in voting power of the shares of the Corporation issued
and outstanding and entitled to vote, present in person or by proxy, shall be
necessary to and shall constitute a quorum for the transaction of business at
each meeting of stockholders.




Section
13.06.                                Voting.  Unless
otherwise required by law, the Certificate of Incorporation or these Bylaws, any
question brought before any meeting of stockholders shall be decided by the vote
of the holders of a majority in voting power of the outstanding shares of stock
represented and entitled to vote at such meeting.  Each stockholder
entitled to vote at any meeting of stockholders shall be entitled to cast one
vote for each share of the capital stock held by such stockholder which has
voting power upon the matter in question.  Such votes may be cast in
person or by proxy but no proxy shall be voted on or after three years from its
date, unless such proxy provides for a longer period.  The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a
meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.




Section
13.07.                                Stockholder Consent in Lieu
of Meetings.  Whenever the vote of stockholders at a meeting
thereof is required or permitted by the laws of the State of Delaware, the
Certificate of Incorporation or these Bylaws to be taken in connection
with







any
corporate action, the meeting and vote of stockholders may be dispensed with if
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, consent in
writing to such corporate action being taken.  Any such written
consent shall be filed with the Secretary of the Corporation.




ARTICLE
FOURTEEN









DIRECTORS




Section
14.01.                                Board of
Directors.  The property and business of the Corporation shall
be managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things on its behalf as are not, by
statute, the Certificate of Incorporation or these Bylaws, directed or required
to be exercised or done by the stockholders.




Section
14.02.                                Number of
Directors.  The Board of Directors shall consist of five (5)
directors until changed pursuant to this Section or the Certificate of
Incorporation.  The authorized number of directors on the Board shall
not be less than three nor more than five unless changed by a duly adopted Bylaw
or an amendment to the Certificate of Incorporation.  The exact number
of directors may be changed from time to time within the limits specified either
by resolution duly adopted by the Board of Directors or by approval of the
stockholders, except that no decrease in the size of the Board of Directors
shall eliminate the seat or shorten the term of any director who is required to
be an “Independent Director” pursuant to the Certificate of
Incorporation.  The term of any incumbent director that is not
required to be an Independent Director shall not be shortened unless such
director is specifically removed pursuant to Section 2.03 of these Bylaws at the
time of such decrease.




Section
14.03.                                Resignation and
Removal.  Any director may resign at any time by written notice
to the Corporation.  Any director may be removed, for cause or without
cause, by the stockholders, provided, however, that if any Independent Director
shall be removed by the stockholders, for cause or without cause, a new
Independent Director promptly shall be elected in his place.




Section
14.04.                                Vacancies.  Any
vacancy in the Board of Directors occurring by reason of death, resignation or
disqualification of any director, the removal of any director from office for
cause or without cause, an increase in the number of directors, or otherwise,
may be filled by the remaining directors or by the stockholders, provided,
however, that the filling of such seat be in accordance with the provisions of
the Certificate of Incorporation.  Each director elected to fill a
vacancy shall hold office for a term expiring at the next succeeding annual
meeting of stockholders and until his successor is elected and has qualified or
until his earlier displacement from office by resignation, removal or
otherwise.




Section
14.05.                                Committees.  The
Board of Directors may designate from among its members committees which may
exercise any of the powers of the Board of Directors to the extent the Board of
Directors so provides.




Section
14.06.                                Election and Term of
Directors.  Directors shall be elected annually or at such time
as is required by the Certificate of Incorporation, by election at the annual
meeting of stockholders or by written consent of the holders of stock entitled
to vote thereon in lieu of such meeting.  If the annual election of
directors is not held on the date designated therefor, the directors shall cause
such election to be held as soon thereafter as convenient.  Each
director shall hold office from the time of his election







and
qualification until his successor is elected and qualified or until his earlier
resignation or removal.




ARTICLE
FIFTEEN









MEETING
OF THE BOARD




Section
15.01.                                Time and Place; Telephonic
Meetings.  Meetings of the Board of Directors may be held at
such time and place, within or without the State of Delaware, as shall be
determined by the President or the Board of Directors. Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment permitting all persons
participating in the meeting to hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.




Section
15.02.                                First
Meeting.  The directors elected at each annual meeting of
stockholders may hold their first meeting within 10 days following the annual
meeting, at such time and place as shall be fixed by resolution of the Board of
Directors prior to the annual meeting or by the consent in writing of all of the
newly-elected directors, and no notice of such meeting to the newly-elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present.




Section
15.03.                                Regular
Meetings.  Regular meetings of the Board of Directors may be
held, without notice, at such time and place as shall from time to time be fixed
in advance by resolution of the Board.




Section
15.04.                                Special
Meetings.  Special meetings of the Board of Directors may be
called by the President, and at the written request of any director shall be
called by the President or the Secretary.  Written notice of each
special meeting of directors stating the time and place, and, if deemed
appropriate by the person or persons by whom or at whose request the meeting is
being called, the purpose or purposes thereof, shall be personally received by
each director at least twenty-four hours before such meeting.  The
time and place of any special meeting of directors may also be fixed by a duly
executed waiver of notice thereof.




Section
15.05.                                Quorum and
Voting.  Except as otherwise provided by statute, in the
Certificate of Incorporation or in the Bylaws, at all meetings of the Board of
Directors a majority of the entire Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the vote
of a majority of the directors present at any meetings at which a quorum is
present shall be the act of the Board of Directors.  If a quorum shall
not be present at any meeting of the Board of Directors, the members of the
Board of Directors present may adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum shall be
present.




Section
15.06.                                Director Consent in Lieu of
Meetings.  Any action of the Board of Directors or any
committee thereof required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if all
of the members of the Board or committee, as the case may be, consent thereto in
accordance with applicable law.







ARTICLE
Sixteen









NOTICE




Section
16.01.                                Delivery of
Notices.  Except as otherwise provided herein or permitted by
applicable law, notices to directors and stockholders shall be in writing and
may be delivered personally or by mail.  Notice by mail shall be
deemed to be given at the time when deposited in the post office or a letter
box, enclosed in a post-paid sealed wrapper, and addressed to directors or
stockholders at their respective addresses appearing on the books of the
Corporation, unless any such director or stockholder shall have filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed or delivered at the address designated in such request.  Notice
to directors may also be given by telegram, telecopier, telephone or by other
means of electronic transmission or by leaving the notice at the residence or
usual place of business of a director.




Section
16.02.                                Waivers of
Notice.  Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. No such waiver need specify the business to be
transacted at nor the purpose of such meeting.




ARTICLE
SEVENTEEN









OFFICERS




Section
17.01.                                Executive
Officers.  The executive officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman of the Board, a President, a Treasurer
and a Secretary.  Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Certificate of Incorporation or
these Bylaws.  The executive officers of the Corporation shall
exercise such powers and perform such duties as are set forth herein and such
additional powers and duties as the Board of Directors may at any time or from
time to time determine to be advisable, and shall be chosen annually by the
Board of Directors at its first meeting following the meeting of stockholders at
which the Board was elected.




Section
17.02.                                Chairman of the
Board.  The Chairman of the Board of Directors must be a
director and shall preside at all meetings of the Board of Directors at which he
is present, and shall exercise general supervision of the other officers and
employees of the Corporation on behalf of the Board of Directors.




Section
17.03.                                Vice Chairman of the
Board.  The Vice Chairman of the Board of Directors, if
elected, must be a director and shall perform the duties of the Chairman of the
Board of Directors at the Chairman’s request, or in the case of his absence or
inability to act, and when so acting shall have all the powers of the
Chairman.




Section
17.04.                                President.  The
President of the Corporation, subject to the direction of the Board of Directors
and its Chairman, shall be the chief executive officer of the Corporation, shall
have general charge of the business and affairs of the Corporation, shall have
the direction of all other officers, agents and employees and may assign such
duties to such other officers of the Corporation as he deems
appropriate.







Section
17.05.                                Treasurer.  The
Treasurer of the Corporation shall have charge and custody of and be responsible
for all funds and securities of the Corporation and its books of
account.




Section
17.06.                                Secretary.  The
Secretary shall have the duty to record the proceedings of the meetings of the
stockholders and directors in a book to be kept for that purpose and shall be
the custodian of the Corporation’s other corporate records.




Section
17.07.                                Other Officers and
Agents.  The Board of Directors may also appoint a Vice
Chairman of the Board, one or more Assistant Treasurers or Secretaries and such
other officers and agents as it shall deem necessary who shall exercise such
powers and perform such duties as set forth herein or as the Board of Directors
may at any time or from time to time determine to be advisable.




Section
17.08.                                Tenure; Resignation;
Removal; Vacancies.  Each officer of the Corporation shall hold
office until his successor is elected or appointed or until his earlier
displacement from office by resignation, removal or otherwise; provided, that if
the term of office of any officer elected or appointed pursuant to these Bylaws
shall have been fixed by the Board of Directors, he shall cease to hold such
office no later than the date of expiration of such term, regardless of whether
any other person shall have been elected or appointed to succeed
him.  Any officer may resign by written notice to the Corporation and
may be removed for cause or without cause by the Board of Directors, provided
that any such removal shall be without prejudice to the rights, if any, of the
officer so removed under any employment contract or other agreement with the
Corporation.  If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors.




ARTICLE
EIGHTEEN









AMENDMENTS




Section
18.01.                                Power to
Amend.  These Bylaws may be amended or repealed, and new Bylaws
may be adopted, by vote of the Board of Directors or of the stockholders
entitled at the time to vote for the election of directors.




ARTICLE
NINETEEN









INDEMNIFICATION




Section
19.01.                                Right to
Indemnification.




(i)           Persons Entitled to
Indemnification. Subject to applicable Delaware law as existing or
hereafter amended, the Corporation will indemnify and hold harmless each person
who was or is a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”), by reason of
the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation (“Indemnitee”).  Further,
this indemnification right will extend to each person who is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans.




(ii)           Scope of
Indemnification. The indemnification right will extend to persons
entitled to such right whether the basis of such proceeding is alleged action or
inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent.







(iii)           Expenses
Indemnified.  The Corporation will indemnify persons entitled
to indemnity against all costs, charges, expenses, liabilities and losses
(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such Indemnitee in connection therewith.




(iv)           Survival.  The
indemnification right outlined in this paragraph 7.01, unless otherwise provided
when authorized or ratified, will continue as to a person who has ceased to be a
director, officer, employee or agent. Further, the indemnification right will
inure to the benefit of such Indemnitee’s heirs, executors and
administrators.




(v)           Limitation of
Indemnification.  The Corporation will indemnify any Indemnitee
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such Indemnitee only if such proceeding (or part thereof) was
authorized by the Board.




Section
19.02.                                Repayment of Indemnified
Expenses.  The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (“Advance
Payment”).  Nevertheless, if Delaware law so requires, such
Advance Payment of expenses incurred by an Indemnitee in his or her capacity as
a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer including, without
limitation, service to an employee benefit plan) will be made only upon delivery
to the Corporation of an undertaking, by or on behalf of such Indemnitee, to
repay all amounts so advanced if it shall ultimately be determined that such
Indemnitee is not entitled to be indemnified under this paragraph, under
Delaware law, or otherwise.




Section
19.03.                                Indemnification of Other
Persons.  The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the indemnification of directors and officers as outlined in
paragraphs7.01 and
7.02 above.




Section
19.04.                                Right of Claimant to Bring
Suit.  If a claim brought under paragraph 7.01, 7.02, or
7.03of this
Article is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim.  If the claimant’s suit is successful in whole or in part,
the claimant will be entitled to recover also the expense of prosecuting such
claim.




(i)           Valid Defenses to the
Claimant’s Action.  It shall be a defense to any such action
(other than an action brought to enforce a claim for Advance Payment where the
required undertaking, if any is required, has been tendered to the Corporation)
that the claimant has failed to meet a standard of conduct which makes it
permissible under Delaware law for the Corporation to indemnify the claimant for
the amount claimed.




(ii)           Invalid Defenses to the
Claimant’s Action.  Neither of the following acts or omissions
will be a defense to the claimant’s action or create a presumption that the
claimant has failed to meet the standard of conduct described in paragraph
7.04(i)above:




(a)           the
failure of the Corporation (including its Board, independent legal counsel, or
its stockholders) to have made a determination prior to the







commencement
of such action that indemnification of the claimant is permissible in the
circumstances because the claimant has met such standard of conduct;
or




(b)           an
actual determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the claimant has not met such standard of
conduct.




Section
19.05.                                Non-Exclusivity of
Rights.  The right to indemnification and to Advance Payments
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any: (i) statute; (ii) provision of
the Certificate of Incorporation; (iii) bylaw; (iv) agreement; (v) vote of
stockholders; (vi) vote of disinterested directors; or (vii)
otherwise.




Section
19.06.                                Insurance.  Regardless
of whether the Corporation would have the power under Delaware law to indemnify
itself or any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise, the
Corporation may maintain insurance, at its expense, to protect such persons or
entities against any such expense, liability or loss.




Section
19.07.                                Certain Provisions Related
to Employee Benefit Plans.  For purposes of this Article,
references to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to “serving at the request
of the Corporation” shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries.




Section
19.08.                                Expenses as a
Witness.  The Corporation will indemnify any director, officer,
employee or agent of the Corporation who, by reason of such position, or a
position with another entity at the request of the Corporation, is a witness in
any Proceeding.  Such indemnity will cover all costs and expenses
actually and reasonably incurred by the witness or on his or her behalf in
connection with the Proceeding.




Section
19.09.                                Indemnity
Agreements.  The Corporation may enter into agreements with any
director, officer, employee or agent of the Corporation providing for
indemnification to the full extent permitted by Delaware law.




ARTICLE
TWENTY









CAPITAL
STOCK




Section
20.01.                                Certificates.  Certificates
for stock of the Corporation shall be approved by the Board of Directors and
shall be signed in the name of the Corporation by the Chairman of the Board, or
a Vice Chairman of the Board, if any, or the President or a Vice President, if
any, and by the Treasurer or an Assistant Treasurer, if any, or the Secretary or
an Assistant Secretary, if any. Such certificates may be sealed with the seal of
the Corporation or a facsimile thereof.  Any of or all the signatures
on a certificate may be facsimile signatures.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.







ARTICLE
TWENTY-ONE









CHECKS,
NOTES, DRAFTS, ETC.




Section
21.01.                                Checks, Notes, Drafts,
Etc.  Checks, notes, drafts, acceptances, bills of exchange and
other orders or obligations for the payment of money shall be signed by such
officer or officers or person or persons as the Board of Directors or a duly
authorized committee thereof may from time to time designate.




ARTICLE
TWENTY-TWO









OFFICES




Section
22.01.                                Location of
Offices.  The Corporation may have offices at such places both
within and without the State of Delaware as the Board of Directors may from time
to time determine.




ARTICLE
TWENTY-THREE









GENERAL
RESOLUTIONS




Section
23.01.                                Corporate
Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words “Corporate Seal,
Delaware.”  The seal may be used by causing it or a facsimile thereof
to be impressed, affixed or otherwise reproduced.