<PAGE>

                                                                     EXHIBIT 4.8

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT
                         dated as of September 16, 2004

                                     Between

                         ABN AMRO BANK N.V. ("Party A")

                                       and

             NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST ("Party B")

                                     PART 1
                             TERMINATION PROVISIONS

In this Agreement:-

(a)   "SPECIFIED ENTITY" shall not apply.

(b)   "BREACH OF AGREEMENT" provisions of Section 5(a)(ii) will apply to Party A
      and will not apply to Party B.

(c)   "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will apply to
      Party A and will not apply to Party B.

(d)   "MISREPRESENTATION" provisions of Section 5(a)(iv) will apply to Party A
      and will not apply to Party B.

(e)   "DEFAULT UNDER SPECIFIED TRANSACTION" provisions of Section 5(a)(v) will
      not apply to Party A and will not apply to Party B.

(f)   "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party B.
      The "Cross Default" provisions of Section 5(a)(vi) will apply to Party A;
      provided, however, that it shall not constitute an Event of Default under
      this Section 5(a)(vi) if (i) such event, condition or failure arises in
      the ordinary course of business by mistake, oversight or transfer
      difficulties in the payment of money, such event, condition or failure is
      remedied on or before the third Business Day after the occurrence or
      existence of such event, condition or failure, and (ii) no Specified
      Indebtedness in an aggregate amount equal to or in excess of the Threshold
      Amount is accelerated as a result of such event, condition or failure.

      "SPECIFIED INDEBTEDNESS" shall mean any obligation (whether present or
      future, contingent or otherwise, as principal or surety or otherwise) in
      respect of borrowed money (which, for the avoidance of doubt, shall
      include, without limitation, bonds, notes, commercial paper or similar
      instruments issued or guaranteed by the relevant party; and shall exclude
      deposits received).

      "THRESHOLD AMOUNT" means with respect to Party A, an amount equal to three
      percent (3%) of its total equity share capital (as specified from time to
      time in its most recently published audited annual statement in accordance
      with generally accepted accounting principles), or its equivalent in any
      other currency

                                        1
<PAGE>

(g)   "MERGER WITHOUT ASSUMPTION" provisions of Section 5(a)(viii) will apply to
      Party A and will not apply to Party B.

(h)   "TAX EVENT" provisions of Section 5(b)(ii) will apply to Party A and will
      not apply to Party B.

(i)   "TAX EVENT UPON MERGER" provisions of Section 5(b)(iii) will apply to
      Party A and will not apply to Party B.

(j)   "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply
      to Party A and will not apply to Party B.

(k)   "TERMINATION CURRENCY" means United States Dollars.

(l)   The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
      to either party.

(m)   PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
      Agreement:-

      (i)   Market Quotation will apply with respect to this Agreement.

      (ii)  The Second Method will apply to this Agreement.

(n)   ADDITIONAL TERMINATION EVENT will apply. The occurrence of each of the
      following events shall constitute an "Additional Termination Event" for
      purposes of Section 5(b)(v)

            (i) either (1) the Notes are accelerated following an Indenture
            Default (as defined in Section 5.01 of the Indenture) and such
            acceleration has not been waived pursuant to Section 5.02 or Section
            5.12 of the Indenture, or (2) the Trust Estate is liquidated
            pursuant to Section 5.04(a)(iv) of the Indenture (either such event,
            a "Liquidation Event"). Upon the occurrence of a Liquidation Event,
            Party A may, provided such Additional Termination Event is
            continuing, designate a day not earlier than the day such notice is
            effective as an Early Termination Date in respect of the Transaction
            that is subject to this Agreement. If an event or circumstance which
            would constitute an Event of Default by Party A under this Agreement
            gives rise to an Indenture Default under the Indenture, it will be
            treated as an Event of Default by Party A and not as an Additional
            Termination Event. If this Additional Termination Event occurs,
            Party B shall be the sole Affected Party; or

            (ii) without the consent of Party A (which consent shall not be
            unreasonable denied), the Indenture is amended or supplemented in
            any manner which would adversely affect any of Party A's rights or
            obligations under this Agreement. If this Additional Termination
            Event occurs, Party B shall be the sole Affected Party; or

            (iii) the occurrence of an Additional Termination Event as forth in
            Part 5(o) hereof. If this Additional Termination Event occurs, Party
            A shall be the sole Affected Party and all Transactions then
            outstanding between the parties shall be Affected Transactions

(o)   The provisions of Section 5(a)(vii)(2) will apply to Party A and will not
      apply to Party B.

                                        2
<PAGE>

                                     PART 2

                              TAX REPRESENTATIONS

(a)   PAYER TAX REPRESENTATION. For the purpose of Section 3(e), each of Party A
and Party B will make the following representation:

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority, of any Relevant Jurisdiction
      to make any deduction or withholding for or on account of any Tax from any
      payment (other than interest under Sections 2(e), 6(d)(ii) or 6(e)) to be
      made by it to the other party under this Agreement. In making this
      representation, it may rely on:

      (i)   the accuracy of any representation made by the other party pursuant
            to Section 3(f);

      (ii)  the satisfaction of the agreement of the other party contained in
            Sections 4(a)(i) and 4(a)(iii) and the accuracy and effectiveness of
            any document provided by the other party pursuant to Sections
            4(a)(i) and 4(a)(iii); and

      (iii) the satisfaction of the agreement of the other party contained in
            Section 4(d);

      provided that it shall not be a breach of this representation where
      reliance is placed on clause (ii) and the other party does not deliver a
      form or document under Section 4(a)(iii) by reason of material prejudice
      to its legal or commercial position.

(b)   PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f), Party A will
make the following representations:

      (i)   It is a resident of The Netherlands for the purpose of the
            application of the existing tax treaties between The Netherlands and
            those countries where offices of Party B are located.

      (ii)  It is fully eligible for the benefits of the "Business Profits" or
            "Industrial and Commercial Profits" provision, as the case may be,
            the "Interest" provision or the "Other Income" provision (if any) of
            the Specified Treaty with respect to any payment described in such
            provisions and received or to be received by it in connection with
            this Agreement and no such payment is attributable to a trade or
            business carried on by it through a permanent establishment in the
            Specified Jurisdiction. With respect to Party A, Specified Treaty
            means the income tax treaty between the United States and The
            Netherlands; Specified Jurisdiction means the United States.

      (iii) It is a "non-U.S. branch of a foreign person" (as that term is used
            in section 1.1441-4(a)(3)(ii) of the United States Treasury
            Regulations) for United States federal income tax purposes, and
            payments received or to be received by it in connection with this
            Agreement will not be effectively connected with its conduct of a
            trade or business in the United States.

      (iv)  It is a "foreign person" (as that term is used in section
            1.6041-4(a)(4) of the United States Treasury Regulations) for United
            States federal income tax purposes.

For the purpose of Section 3(f), Party B will make the following representation:

      (i)   It is a trust organized or formed under the laws of the State of
            Delaware.

      (ii)  It is a United States Person for U.S. federal income tax purposes.

                                        3
<PAGE>

                                     PART 3

                            DOCUMENTS TO BE DELIVERED

For the purpose of Section 4(a):

(a)   Tax forms, documents or certificates to be delivered are:

      Each party agrees to complete, accurately and in a manner reasonably
      satisfactory to the other party, and to execute, arrange for any required
      certification of, and deliver to the other party (or to such government or
      taxing authority as the other party reasonably directs), any form or
      document that may be required or reasonably requested in order to allow
      the other party to make a payment under this Agreement without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate, promptly upon the earlier of
      (i) reasonable demand by the other party and (ii) learning that the form
      or document is required.

<TABLE>
<CAPTION>
PARTY REQUIRED TO                       FORM/DOCUMENT/                                 DATE BY WHICH
DELIVER DOCUMENT                         CERTIFICATE                                  TO BE DELIVERED
<S>                         <C>                                           <C>
Party A                     (i) One properly completed and duly           (i) Upon execution and delivery of this
                            executed U.S. Internal Revenue Service        Agreement; (ii) promptly upon reasonable
                            Form W-8BEN (or applicable successor          demand by Party B; and (iii) promptly upon
                            thereto) and (ii) any other form or           learning that Form W-8BEN or any other form
                            document that may be reasonably               previously provided by Party A has become
                            requested, and that Party A is eligible       obsolete or incorrect, including upon a
                            to provide, in order to allow the             change in circumstances that makes any
                            requesting party to make a payment            information provided on or with the form
                            without (or with reduced) withholding         incorrect.
                            Tax.

Party B                     (i) One properly completed and duly           (i) Upon execution of this Agreement, (ii)
                            executed U.S. Internal Revenue Service        thereafter promptly upon reasonable demand
                            Form W-9 (or any successor form) and          by Party A and (iii) promptly upon learning
                            (ii) any other form or document that may      that such form previously provided by Party
                            be reasonably requested, and that Party       B has become obsolete or incorrect.
                            B is eligible to provide, in order to
                            allow the requesting party to make a
                            payment without (or with reduced)
                            withholding Tax.
</TABLE>

(b)   Other documents to be delivered are:

      (i)   Each party shall promptly deliver to the other party, certified
            evidence of the authority, incumbency and specimen signature of each
            authorized person executing any document on its behalf in connection
            with this Agreement upon execution of each document by any person.
            Covered by Section 3(d) representation.

      (ii)  Party A upon request shall promptly deliver to the other party, a
            copy of its most recent Annual Report containing consolidated
            financial statements, prepared in accordance with generally accepted
            accounting principles for institutions of its type in the
            jurisdiction of

                                        4
<PAGE>

            its organization and certified by independent public accountants.
            Covered by Section 3(d) representation.

      (iii) Party B shall promptly provide to Party A a conformed copy of each
            of the indenture (the "Indenture"), to be dated as of September 16,
            2004, between Party B and U.S. Bank National Association, as
            Indenture Trustee, and the Sale and Servicing Agreement (the "Sale
            and Servicing Agreement"), to be dated as of September 16, 2004,
            among Party B, Nissan Auto Receivables Corporation II, as Seller,
            and Nissan Motor Acceptance Corporation, as Servicer.

      (iv)  Party B shall supply (and/or shall instruct the Trustee to supply)
            Party A with copies of all accountings and reports required to be
            supplied to an entity that is a Noteholder (as defined in the
            Indenture). Copies of such accountings and/or reports shall be
            delivered to Party A at the following address:

                  ABN AMRO BANK N.V., LONDON BRANCH
                  199 Bishopsgate,
                  London EC2M 3XW,
                  United Kingdom
                  Attention:  Fixed Income Derivatives Documentation
                  Telex:  887139   Answerback: ABNALN G
                  Telephone:  44 20 7678 3311
                  Electronic Messaging System Details: Swift ABNA GB 2L
                  matthew.ackland@uk.abnamro.com fax: 44-207-857-9587
                  stephen.potter@uk.abnamro.com  fax: 44-207-678-9503

      (v)   Each party will, upon execution of this Agreement, deliver a legal
            opinion of counsel in form and substance satisfactory to the other
            party regarding this Agreement and any other matters as such other
            party may reasonably request.

                                     PART 4

                                  MISCELLANEOUS

(a)   GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to choice
of law doctrine, except for Section 5-1401 of the New York General Obligations
Law).

(b)   "AFFILIATE" will have the meaning specified in Section 14.

(c)   OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(d)   MULTIBRANCH PARTY. For the purpose of Section 10:-

      Party A is not a Multibranch Party.

      Party B is not a Multibranch Party.

(e)   ADDRESSES FOR NOTICES. For the purpose of Section 12(a):-

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<PAGE>

      (i)   Addresses for notices or communications to Party A:-

            (1)   For all purposes of this Agreement:

                  ABN AMRO BANK N.V., LONDON BRANCH
                  199 Bishopsgate,
                  London EC2M 3XW,
                  United Kingdom
                  Attention: Fixed Income Derivatives Documentation
                  Telex: 887139 Answerback: ABNALN G
                  Telefax: 44 20 7857 9428
                  Telephone: 44 20 7678 3311
                  Electronic Messaging System Details: Swift ABNA GB 2L

      (ii)  Address for notices or communications to Party B:

                  NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST
                  c/o Wilmington Trust Company, as Owner Trustee
                  Rodney Square North
                  1100 N. Market Street
                  Wilmington, DE 19890
                  Facsimile No.: 302-651-8882
                  Attn: Corporate Trust Administration

                  with a copy to the Administrative Agent (as defined in the
                  Indenture) at:

                  NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent
                  990 West 190th Street
                  Torrance, CA 90502
                  Facsimile No.: 310-324-2542
                  Attn: Treasurer

                  with a copy to the Indenture Trustee (as defined in the
                  Indenture) at:

                  U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
                  Wrigley Building
                  400 N. Michigan Ave., 2nd Floor
                  Chicago, IL 60611
                  Facsimile No.: 312-836-6701
                  Attn: Nissan Auto Receivables 2004-C Owner Trust

(f)   CALCULATION AGENT. The Calculation Agent will be Wells Fargo Bank National
      Association.

(g)   CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:

      Credit Support Document means in relation to Party A, the Credit Support
      Annex by Party A and Party B attached hereto and made a part hereof.

      Credit Support Document means in relation to Party B, the Credit Support
      Annex by Party A and Party B attached hereto and made a part hereof.

                                        6
<PAGE>

(h)   CREDIT SUPPORT PROVIDER.

      Credit Support Provider means in relation to Party A, not applicable.

      Credit Support Provider means in relation to Party B, not applicable.

(i)   NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
      will apply to any Transactions.

(j)   PROCESS AGENT. For the purpose of Section 13(c):-

      Party A appoints no agent as its Process Agent.

      Party B appoints no agent as its Process Agent.

                                     PART 5

                                OTHER PROVISIONS

(a)   ISDA DEFINITIONS. The 2000 ISDA Definitions (the "2000 Definitions"), as
      published by the International Swaps and Derivatives Association, Inc.,
      shall be deemed a part of this Agreement as if fully set forth herein. The
      Definitions and the provisions of Section 14 of this Agreement shall be
      deemed a part of each Confirmation as if set forth in full therein.

(b)   INTERPRETATION. In the event of any inconsistency between the provisions
      of this Schedule and the Definitions, this Schedule will prevail. In the
      event of any inconsistency between the provisions of this Schedule and the
      printed Agreement of which it forms a part, this Schedule will prevail. In
      the event of any inconsistency between the provisions of any Confirmation
      and this Schedule, such Confirmation will prevail for the purpose of the
      relevant Transaction.

(c)   ADDITIONAL REPRESENTATIONS. Each party represents and warrants to the
      other that (i) it is entering into this Agreement, any Credit Support
      Document to which it is a party, each Transaction, and any other
      documentation relating to this Agreement that it is required by the
      Agreement to deliver as principal (and not as agent or in any other
      capacity, fiduciary or otherwise) and (ii) it is an "eligible contract
      participant" under, and as defined in, Section 1a of the Commodity
      Exchange Act (7 USC 1a), amended from time to time.

(d)   CONSENT TO RECORDING. Each party consents to the recording of the
      telephone conversations of trading, marketing and other relevant personnel
      of the parties in connection with this Agreement or any potential
      Transaction.

(e)   WAIVER OF JURY TRIAL. Each Party irrevocably waives any and all right to
      trial by jury in any legal proceeding instituted in connection with this
      Agreement or any Transaction to the fullest extent permitted by law.

(f)   RELATIONSHIP BETWEEN THE PARTIES. This Agreement is hereby amended by the
      addition of a new Section 15 as follows:

      "15. RELATIONSHIP BETWEEN THE PARTIES. Each party will be deemed to
      represent to the other party on the date on which it enters into a
      Transaction (absent a written agreement between the parties that expressly
      imposes affirmative obligations to the contrary for that Transaction):

      (a)   NON RELIANCE. It is acting for its own account, and it has made its
            own independent decisions to enter into that Transaction and as to
            whether that Transaction is appropriate

                                        7
<PAGE>

            or proper for it based upon its own judgment and upon advice from
            such advisors as it has deemed necessary. It is not relying on any
            communication (written or oral) of the other party as investment
            advice or as a recommendation to enter into that Transaction; it
            being understood that information and explanations related to the
            terms and conditions of a Transaction shall not be considered
            investment advice or a recommendation to enter into that
            Transaction. No communication (written or oral) received from the
            other party shall be deemed to be an assurance or guarantee as to
            the expected results of that Transaction.

      (b)   ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits
            of and understanding (on its own behalf or through independent
            professional advice), and understands and accepts, the terms,
            conditions and risks of that Transaction.

      (c)   STATUS OF PARTIES. The other party is not acting as a fiduciary for
            or an advisor to it in respect of that Transaction."

(g)   TRANSACTIONS. The only Transaction that may be entered into pursuant to
      this Agreement is the Transaction being executed on the date hereof
      pursuant to which Party B is the buyer of an interest rate cap and has
      satisfied all its payment obligations under Section 2(a)(i) of this
      Agreement, and shall at the time have no future payment obligations,
      whether absolute or contingent, under such Section.

(h)   PARTY A ACKNOWLEDGMENT. Notwithstanding anything to the contrary in this
      Agreement, Party A hereby

      (a) acknowledges and agrees that Party B has assigned all of its right,
      title and interest in, to and under this Agreement to the Indenture
      Trustee for the benefit of the Noteholders pursuant to the Indenture and
      that in the event of an Indenture Default (as defined in the Indenture)
      the Indenture Trustee shall be entitled to exercise all rights and
      remedies of a secured party with respect to this Agreement; and

      (b) agrees that, unless notified in writing by the Indenture Trustee of
      other payment instructions, any and all amounts payable by Party A to
      Party B shall be paid to the Indenture Trustee.

(i)   NO PETITION; LIMITED RECOURSE. Party A hereby agrees that it shall not
      institute against, or join any other Person in instituting against Party B
      any bankruptcy, reorganization, arrangement, insolvency, moratorium or
      liquidation proceedings or other proceedings under U.S. federal or state
      or other bankruptcy or similar laws. Notwithstanding the foregoing,
      nothing herein shall prevent Party A from participating in any such
      proceeding once commenced.

      Party A hereby acknowledges and agrees that Party B's obligations
      hereunder will be solely the limited recourse obligations of Party B, and
      that Party A will not have any recourse to any of the directors, officers,
      employees, shareholders or affiliates of Party B with respect to any
      claims, losses, damages, liabilities, indemnities or other obligations in
      connection with any transactions contemplated hereby. Notwithstanding any
      other provisions hereof, recourse in respect of any obligations of Party B
      to Party A hereunder or thereunder will be limited to the Collateral (as
      defined in the Indenture) and on the exhaustion thereof all claims against
      Party B arising from this Confirmation or any other transactions
      contemplated hereby or thereby shall be extinguished.

                                        8
<PAGE>

(j)   NO GROSS-UP FOR PARTY B. Section 2(d) of the Agreement shall not apply
      with respect to the Counterparty so that Party B shall not be obligated to
      gross up pursuant thereto.

(k)   AMENDMENT TO SECTION 7 OF THE AGREEMENT. Section 7 of the Agreement is
      hereby amended by

      (i) adding the words "and the confirmation of the Rating Agencies"
      immediately following the word "party" in the third line thereof; and

      (ii) adding the following sentence immediately following the final
      sentence thereof:

            "In addition, each transfer effected in accordance with this Section
            and each transfer effected pursuant to Section 6(b)(ii) shall be
            effective only if it is confirmed by the Rating Agencies."

(l)   NO SET-OFF. Without affecting the provisions of this Agreement requiring
      the calculation of certain net payment amounts, all payments under this
      Agreement will be made without Set-off or counterclaims.

(m)   AMENDMENT TO SECTION 9(b) OF THE AGREEMENT. Section 9(b) of the Agreement
      is amended by adding the following sentence immediately following the end
      of the first sentence thereof:

      "In addition, no amendment modification or waiver in respect of this
      Agreement will be effective unless the Rating Agencies consent to such
      amendment."

(n)   AMENDMENT TO SECTION 6(e) OF THE AGREEMENT. Section 6(e) of the Agreement
      is amended by deleting the last sentence of the introductory paragraph
      thereof.

(o)   RATINGS DOWNGRADE PROVISIONS. Unless written notification to the contrary
      has been received from the Rating Agencies, following the occurrence of a
      Ratings Event, the parties shall comply with the following provisions, as
      applicable.

      I.    If a Ratings Event shall occur and be continuing with respect to
      Party A, then Party A shall, within 5 Local Business Days of the
      occurrence of such Ratings Event, give notice of the occurrence of such
      Ratings Event to Party B. Following such notice, Party A may either

            (A) at its sole option and expense, provide, or cause to be
            provided, a Third Party Credit Support Document to Party B; or

            (B) at its sole option and expense, use reasonable efforts to
            transfer or assign Party A's rights and obligations under the
            Agreement and all Confirmations to another party; or

            (C) at its sole option and expense, establish such other
            arrangements with Party B.

      Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the
      Rating Agency Condition.

      If, on or prior to the date that is 30 calendar days after the occurrence
      of a Ratings Event, Party A has provided a Third Party Credit Support
      Document as provided in I(A) above or such other arrangements as provided
      in I(C) above and the Rating Agency Condition has been satisfied, then,
      for so long as such Third Party Credit Support Document or such other
      arrangement is in

                                        9
<PAGE>

      effect, and the Rating Agency Condition continues to be satisfied, Party A
      shall have no further obligations in respect of this Part 5(o)(I).

      If,

            (i) on or prior to the date that is 30 calendar days after the
            occurrence of a Ratings Event, Party A has not provided a Third
            Party Credit Support Document as provided in I(A) above, transferred
            its rights and obligations as provided in I(B) above or established
            such other arrangements as provided in I(C) above, or

            (ii) Party A has provided a Third Party Credit Support Document as
            provided in I(A) above but such Third Party Credit Support Document
            or such other arrangement, as the case may be, has ceased to be in
            effect and/or the Rating Agency Condition is no longer satisfied, or

            (iii) Party A's long-term senior unsecured debt rating is lower than
            BBB- by S&P

      then, on the first Local Business Day following the date that is 30
      calendar days after the occurrence of the Ratings Event (in respect of (i)
      above) or on the first Local Business Day following the date on which (A)
      the Third Party Credit Support Document or such other arrangement referred
      to in (ii) above has ceased to be in effect and/or fails to satisfy the
      Rating Agency Condition or (B) Party A's long-term senior unsecured debt
      rating falls below BBB- by S&P, Party A shall deliver Eligible Collateral
      to Party B in accordance with the terms of an Approved Credit Support
      Document and on such terms satisfactory to the Rating Agencies.
      Notwithstanding Party A's posting of Eligible Collateral in accordance
      with the terms of the Approved Credit Support Document, Party A shall use
      best efforts to either transfer its rights and obligations to an
      acceptable third party or, in case of clause (i) or (ii) only, to provide
      a Third Party Credit Support Document. Notwithstanding the foregoing,
      Party A's obligations under this Part 5(o)(I) to find a transferee or
      provide a Third Party Credit Support Document and to post Eligible
      Collateral under the Approved Credit Support Document shall remain in
      effect only for so long as a Ratings Event is continuing with respect to
      Party A.

      The failure by Party A to comply with the provisions hereof shall
      constitute an Additional Termination Event, with Party A as the sole
      Affected Party and all Transactions then outstanding between the parties
      as Affected Transactions.

      II.   As used herein:

      "Approved Credit Support Document" means a security agreement in the form
      of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York
      Law Only), as modified by the Paragraph 13 thereto, which Paragraph 13
      will be in the form of Annex A to this Agreement;

      "Indenture" means the Indenture, dated as of September 16, 2004, between
      Party B and U.S. Bank National Association, as Indenture Trustee;

      "Moody's" means Moody's Investors Service, Inc. or any successor thereto;

      "Rating Agencies" means S&P and Moody's;

      "Rating Agency Condition" has the meaning specified in the Indenture;

                                       10
<PAGE>

      "Ratings Event" shall occur with respect to Party A (to the extent that
      Party A's relevant obligations are rated by Moody's or S&P) if (a) Party
      A's long-term senior unsecured debt rating is lower than A1 by Moody's or
      lower than A+ by S&P or (b) Party A's short-term debt rating is lower than
      P-1 by Moody's or lower than A-1 by S&P or (c) any of the Rating Agency
      ratings set forth in (a) or (b) above is suspended or withdrawn;

      "S&P" means by Standard & Poor's Ratings Service or any successor thereto;
      and

      "Third Party Credit Support Document" means any agreement or instrument
      (including any guarantee, insurance policy, security agreement or pledge
      agreement) whose terms provide for the guarantee of Party A's obligations
      under this Agreement by a third party.

                                       11
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the date hereof.

      ABN AMRO BANK N.V.              NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST

                                      By: Wilmington Trust Company, as Owner
                                      Trustee

/s/ Frederick P. Engler               /s/ Kathleen A. Pedelini
----------------------------------    ------------------------------------------
Name: Frederick P. Engler             Name: Kathleen A. Pedelini

Title: Senior Vice President          Title: Financial Services Officer

Date: September 16, 2004              Date: September 16, 2004

/s/ Daniel H. Bley
----------------------------------
Name: Daniel H. Bley

Title: Senior Vice President

Date: September 16, 2004

                                       12