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                                                                    EXHIBIT 4.9

(BILATERAL FORM)                  (ISDA AGREEMENTS SUBJECT TO NEW YORK LAW ONLY)

                                     ISDA(R)

              International Swaps and Derivatives Association, Inc.

                              CREDIT SUPPORT ANNEX
                             to the Schedule to the

                              ISDA Master Agreement

                         dated as of September 16, 2004

                                     between

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

       ("Party A")                                   ("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:-

PARAGRAPH 1. INTERPRETATION

(a)   DEFINITIONS AND INCONSISTENCY. Capitalized terms not otherwise defined
herein or elsewhere in this Agreement have the meanings specified pursuant to
Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs
of this Annex. In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b)   SECURED PARTY AND PLEDGOR. All references in this Annex to the "Secured
Party" will be to either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; provided, however, that if Other Posted Support is held by a
party to this Annex, all references herein to that party as the Secured Party
with respect to that Other Posted Support will be to that party as the
beneficiary thereof and will not subject that support or that party as the
beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

                                                                    ISDA(R) 1994

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PARAGRAPH 2. SECURITY INTEREST

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the
security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party.

PARAGRAPH 3. CREDIT SUPPORT OBLIGATIONS

(a)   DELIVERY AMOUNT. Subject to Paragraphs 4 and 5, upon a demand made by the
Secured Party on or promptly following a Valuation Date, if the Delivery Amount
for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount,
then the Pledgor will Transfer to the Secured Party Eligible Credit Support
having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified
in Paragraph 13, the "DELIVERY AMOUNT" applicable to the Pledgor for any
Valuation Date will equal the amount by which:

      (i) the Credit Support Amount

      exceeds

      (ii) the Value as of that Valuation Date of all Posted Credit Support held
      by the Secured Party.

(b)   RETURN AMOUNT. Subject to Paragraphs 4 and 5, upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount,
then the Secured Party will Transfer to the Pledgor Posted Credit Support
specified by the Pledgor in that demand having a Value as of the date of
Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"RETURN AMOUNT" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

      (i) the Value as of that Valuation Date of all Posted Credit Support held
      by the Secured Party

      exceeds

      (ii) the Credit Support Amount.

"CREDIT SUPPORT AMOUNT" means, unless otherwise specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support
Amount will be deemed to be zero whenever the calculation of Credit Support
Amount yields a number less than zero.

PARAGRAPH 4. CONDITIONS PRECEDENT, TRANSFER TIMING, CALCULATIONS AND
SUBSTITUTIONS

(a)   CONDITIONS PRECEDENT. Each Transfer obligation of the Pledgor under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and
6(d) is subject to the conditions precedent that:

        (i) no Event of Default, Potential Event of Default or Specified
        Condition has occurred and is continuing with respect to the other
        party; and

        (ii) no Early Termination Date for which any unsatisfied payment
        obligations exist has occurred or been designated as the result of an
        Event of Default or Specified Condition with respect to the other party.

(b)   TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next Local Business Day; if
a demand is made after

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the Notification Time, then the relevant Transfer will be made not later than
the close of business on the second Local Business Day thereafter.

(c)   CALCULATIONS. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the Notification
Time on the Local Business Day following the applicable Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

(d)   SUBSTITUTIONS.

      (i) Unless otherwise specified in Paragraph 13, upon notice to the Secured
      Party specifying the items of Posted Credit Support to be exchanged, the
      Pledgor may, on any Local Business Day, Transfer to the Secured Party
      substitute Eligible Credit Support (the "Substitute Credit Support"); and

      (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the
      Pledgor the items of Posted Credit Support specified by the Pledgor in its
      notice not later than the Local Business Day following the date on which
      the Secured Party receives the Substitute Credit Support, unless otherwise
      specified in Paragraph 13 (the "Substitution Date"); provided that the
      Secured Party will only be obligated to Transfer Posted Credit Support
      with a Value as of the date of Transfer of that Posted Credit Support
      equal to the Value as of that date of the Substitute Credit Support.

PARAGRAPH 5. DISPUTE RESOLUTION

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation
of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of
Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party
will notify the other party and the Valuation Agent (if the Valuation Agent is
not the other party) not later than the close of business on the Local Business
Day following (X) the date that the demand is made under Paragraph 3 in the case
of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject
to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to
the other party not later than the close of business on the Local Business Day
following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties
will consult with each other in an attempt to resolve the dispute and (4) if
they fail to resolve the dispute by the Resolution Time, then:

      (i) In the case of a dispute involving a Delivery Amount or Return Amount,
      unless otherwise specified in Paragraph 13, the Valuation Agent will
      recalculate the Exposure and the Value as of the Recalculation Date by:

        (A) utilizing any calculations of Exposure for the Transactions (or Swap
        Transactions) that the parties have agreed are not in dispute;

        (B) calculating the Exposure for the Transactions (or Swap Transactions)
        in dispute by seeking four actual quotations at mid-market from
        Reference Market-makers for purposes of calculating Market Quotation,
        and taking the arithmetic average of those obtained; provided that if
        four quotations are not available for a particular Transaction (or Swap
        Transaction), then fewer than four quotations may be used for that
        Transaction (or Swap Transaction); and if no quotations are available
        for a particular Transaction (or Swap Transaction), then the Valuation
        Agent's original calculations will be used for that Transaction (or Swap
        Transaction); and

        (C) utilizing the procedures specified in Paragraph 13 for calculating
        the Value, if disputed, of Posted Credit Support.

      (ii) In the case of a dispute involving the Value of any Transfer of
      Eligible Credit Support or Posted Credit Support, the Valuation Agent will
      recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

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Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) not
later than the Notification Time on the Local Business Day following the
Resolution Time. The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

PARAGRAPH 6. HOLDING AND USING POSTED COLLATERAL

(a)   CARE OF POSTED COLLATERAL. Without limiting the Secured Party's rights
under Paragraph 6(c), the Secured Party will exercise reasonable care to assure
the safe custody of all Posted Collateral to the extent required by applicable
law, and in any event the Secured Party will be deemed to have exercised
reasonable care if it exercises at least the same degree of care as it would
exercise with respect to its own property. Except as specified in the preceding
sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce
or preserve any rights pertaining thereto.

(b)   ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

      (i) GENERAL. Subject to the satisfaction of any conditions specified in
      Paragraph 13 for holding Posted Collateral, the Secured Party will be
      entitled to hold Posted Collateral or to appoint an agent (a "Custodian")
      to hold Posted Collateral for the Secured Party. Upon notice by the
      Secured Party to the Pledgor of the appointment of a Custodian, the
      Pledgor's obligations to make any Transfer will be discharged by making
      the Transfer to that Custodian. The holding of Posted Collateral by a
      Custodian will be deemed to be the holding of that Posted Collateral by
      the Secured Party for which the Custodian is acting.

      (ii) FAILURE TO SATISFY CONDITIONS. If the Secured Party or its Custodian
      fails to satisfy any conditions for holding Posted Collateral, then upon a
      demand made by the Pledgor, the Secured Party will, not later than five
      Local Business Days after the demand, Transfer or cause its Custodian to
      Transfer all Posted Collateral held by it to a Custodian that satisfies
      those conditions or to the Secured Party if it satisfies those conditions.

      (iii) LIABILITY. The Secured Party will be liable for the acts or
      omissions of its Custodian to the same extent that the Secured Party would
      be liable hereunder for its own acts or omissions.

(c)   USE OF POSTED COLLATERAL. Unless otherwise specified in Paragraph 13 and
without limiting the rights and obligations of the parties under Paragraphs 3,
4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

      (i) sell, pledge, rehypothecate, assign, invest, use, commingle or
      otherwise dispose of, or otherwise use in its business any Posted
      Collateral it holds, free from any claim or right of any nature whatsoever
      of the Pledgor, including any equity or right of redemption by the
      Pledgor; and

      (ii) register any Posted Collateral in the name of the Secured Party, its
      Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted
Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

(d)   DISTRIBUTIONS AND INTEREST AMOUNT.

      (i) DISTRIBUTIONS. Subject to Paragraph 4(a), if the Secured Party
      receives or is deemed to receive Distributions on a Local Business Day, it
      will Transfer to the Pledgor not later than the following Local

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      Business Day any Distributions it receives or is deemed to receive to the
      extent that a Delivery Amount would not be created or increased by that
      Transfer, as calculated by the Valuation Agent (and the date of
      calculation will be deemed to be a Valuation Date for this purpose).

      (ii) INTEREST AMOUNT. Unless otherwise specified in Paragraph 13 and
      subject to Paragraph 4(a), in lieu of any interest, dividends or other
      amounts paid or deemed to have been paid with respect to Posted Collateral
      in the form of Cash (all of which may be retained by the Secured Party),
      the Secured Party will Transfer to the Pledgor at the times specified in
      Paragraph 13 the Interest Amount to the extent that a Delivery Amount
      would not be created or increased by that Transfer, as calculated by the
      Valuation Agent (and the date of calculation will be deemed to be a
      Valuation Date for this purpose). The Interest Amount or portion thereof
      not Transferred pursuant to this Paragraph will constitute Posted
      Collateral in the form of Cash and will be subject to the security
      interest granted under Paragraph 2.

PARAGRAPH 7. EVENTS OF DEFAULT

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

      (i) that party fails (or fails to cause its Custodian) to make, when due,
      any Transfer of Eligible Collateral, Posted Collateral or the Interest
      Amount, as applicable, required to be made by it and that failure
      continues for two Local Business Days after notice of that failure is
      given to that party;

      (ii) that party fails to comply with any restriction or prohibition
      specified in this Annex with respect to any of the rights specified in
      Paragraph 6(c) and that failure continues for five Local Business Days
      after notice of that failure is given to that party; or

      (iii) that party fails to comply with or perform any agreement or
      obligation other than those specified in Paragraphs 7(i) and 7(ii) and
      that failure continues for 30 days after notice of that failure is given
      to that party.

PARAGRAPH 8. CERTAIN RIGHTS AND REMEDIES

(a)   SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of
Default or Specified Condition with respect to the Pledgor has occurred and is
continuing or (2) an Early Termination Date has occurred or been designated as
the result of an Event of Default or Specified Condition with respect to the
Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights
and remedies:

      (i) all rights and remedies available to a secured party under applicable
      law with respect to Posted Collateral held by the Secured Party;

      (ii) any other rights and remedies available to the Secured Party under
      the terms of Other Posted Support, if any;

      (iii) the right to Set-off any amounts payable by the Pledgor with respect
      to any Obligations against any Posted Collateral or the Cash equivalent of
      any Posted Collateral held by the Secured Party (or any obligation of the
      Secured Party to Transfer that Posted Collateral); and

      (iv) the right to liquidate any Posted Collateral held by the Secured
      Party through one or more public or private sales or other dispositions
      with such notice, if any, as may be required under applicable law, free
      from any claim or right of any nature whatsoever of the Pledgor, including
      any equity or right of redemption by the Pledgor (with the Secured Party
      having the right to purchase any or all of the Posted Collateral to be
      sold) and to apply the proceeds (or the Cash equivalent thereof) from the
      liquidation of the Posted Collateral to any amounts payable by the Pledgor
      with respect to any Obligations in that order as the Secured Party may
      elect.

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Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted Collateral by the Secured Party, except any notice
that is required under applicable law and cannot be waived.

(b)   PLEDGOR'S RIGHTS AND REMEDIES. If at any time an Early Termination Date
has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then (except in the case
of an Early Termination Date relating to less than all Transactions (or Swap
Transactions) where the Secured Party has paid in full all of its obligations
that are then due under Section 6(e) of this Agreement):

      (i) the Pledgor may exercise all rights and remedies available to a
      pledgor under applicable law with respect to Posted Collateral held by the
      Secured Party;

      (ii) the Pledgor may exercise any other rights and remedies available to
      the Pledgor under the terms of Other Posted Support, if any;

      (iii) the Secured Party will be obligated immediately to Transfer all
      Posted Collateral and the Interest Amount to the Pledgor; and

      (iv) to the extent that Posted Collateral or the Interest Amount is not so
      Transferred pursuant to (iii) above, the Pledgor may:

            (A) Set-off any amounts payable by the Pledgor with respect to any
            Obligations against any Posted Collateral or the Cash equivalent of
            any Posted Collateral held by the Secured Party (or any obligation
            of the Secured Party to Transfer that Posted Collateral); and

            (B) to the extent that the Pledgor does not Set-off under (iv)(A)
            above, withhold payment of any remaining amounts payable by the
            Pledgor with respect to any Obligations, up to the Value of any
            remaining Posted Collateral held by the Secured Party, until that
            Posted Collateral is Transferred to the Pledgor.

(c)   DEFICIENCIES AND EXCESS PROCEEDS. The Secured Party will Transfer to the
Pledgor any proceeds and Posted Credit Support remaining after liquidation,
Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations; the
Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)   FINAL RETURNS. When no amounts are or thereafter may become payable by the
Pledgor with respect to any Obligations (except for any potential liability
under Section 2(d) of this Agreement), the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

PARAGRAPH 9. REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

      (i) it has the power to grant a security interest in and lien on any
      Eligible Collateral it Transfers as the Pledgor and has taken all
      necessary actions to authorize the granting of that security interest and
      lien;

      (ii) it is the sole owner of or otherwise has the right to Transfer all
      Eligible Collateral it Transfers to the Secured Party hereunder, free and
      clear of any security interest, lien, encumbrance or other restrictions
      other than the security interest and lien granted under Paragraph 2;

      (iii) upon the Transfer of any Eligible Collateral to the Secured Party
      under the terms of this Annex, the Secured Party will have a valid and
      perfected first priority security interest therein (assuming that any
      central clearing corporation or any third-party financial intermediary or
      other entity not within the control

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      of the Pledgor involved in the Transfer of that Eligible Collateral gives
      the notices and takes the action required of it under applicable law for
      perfection of that interest); and

      (iv) the performance by it of its obligations under this Annex will not
      result in the creation of any security interest, lien or other encumbrance
      on any Posted Collateral other than the security interest and lien granted
      under Paragraph 2.

PARAGRAPH 10. EXPENSES

(a)   GENERAL. Except as otherwise provided in Paragraphs 10(b) and 10(c), each
party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

(b)   POSTED CREDIT SUPPORT. The Pledgor will promptly pay when due all taxes,
assessments or charges of any nature that are imposed with respect to Posted
Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

(c)   LIQUIDATION/APPLICATION OF POSTED CREDIT SUPPORT. All reasonable costs and
expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

PARAGRAPH 11. MISCELLANEOUS

(a)   DEFAULT INTEREST. A Secured Party that fails to make, when due, any
Transfer of Posted Collateral or the Interest Amount will be obligated to pay
the Pledgor (to the extent permitted under applicable law) an amount equal to
interest at the Default Rate multiplied by the Value of the items of property
that were required to be Transferred, from (and including) the date that Posted
Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.

(b)   FURTHER ASSURANCES. Promptly following a demand made by a party, the other
party will execute, deliver, file and record any financing statement, specific
assignment or other document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that
party to exercise or enforce its rights under this Annex with respect to Posted
Credit Support or an Interest Amount or to effect or document a release of a
security interest on Posted Collateral or an Interest Amount.

(c)   FURTHER PROTECTION. The Pledgor will promptly give notice to the Secured
Party of, and defend against, any suit, action, proceeding or lien that involves
Posted Credit Support Transferred by the Pledgor or that could adversely affect
the security interest and lien granted by it under Paragraph 2, unless that
suit, action, proceeding or lien results from the exercise of the Secured
Party's rights under Paragraph 6(c).

(d)   GOOD FAITH AND COMMERCIALLY REASONABLE MANNER. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(e)   DEMANDS AND NOTICES. All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)   SPECIFICATIONS OF CERTAIN MATTERS. Anything referred to in this Annex as
being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

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PARAGRAPH 12. DEFINITIONS

As used in this Annex:-

"CASH" means the lawful currency of the United States of America.

"CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

"CUSTODIAN" has the meaning specified in Paragraphs 6(b)(i) and 13.

"DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

"DISPUTING PARTY" has the meaning specified in Paragraph 5.

"DISTRIBUTIONS" means with respect to Posted Collateral other than Cash, all
principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

"ELIGIBLE COLLATERAL" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible Support.

"EXPOSURE" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; provided that Market
Quotation will be determined by the Valuation Agent using its estimates at
mid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

"INDEPENDENT AMOUNT" means, with respect to a party, the amount specified as
such for that party in Paragraph 13; if no amount is specified, zero.

"INTEREST AMOUNT" means, with respect to an Interest Period, the aggregate sum
of the amounts of interest calculated for each day in that Interest Period on
the principal amount of Posted Collateral in the form of Cash held by the
Secured Party on that day, determined by the Secured Party for each such day as
follows:

      (x) the amount of that Cash on that day; multiplied by

      (y) the Interest Rate in effect for that day; divided by

      (z) 360.

"INTEREST PERIOD" means the period from (and including) the last Local Business
Day on which an Interest Amount was Transferred (or, if no Interest Amount has
yet been Transferred, the Local Business Day on which Posted Collateral in the
form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be
Transferred.

"INTEREST RATE" means the rate specified in Paragraph 13.

"LOCAL BUSINESS DAY", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

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"MINIMUM TRANSFER AMOUNT" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"NOTIFICATION TIME" has the meaning specified in Paragraph 13.

"OBLIGATIONS" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional obligations specified for
that party in Paragraph 13.

"OTHER ELIGIBLE SUPPORT" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"OTHER POSTED SUPPORT" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"PLEDGOR" means either party, when that party (i) receives a demand for or is
required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

"POSTED COLLATERAL" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

"RECALCULATION DATE" means the Valuation Date that gives rise to the dispute
under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs
under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"RESOLUTION TIME" has the meaning specified in Paragraph 13.

"RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

"SECURED PARTY" means either party, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support.

"SPECIFIED CONDITION" means, with respect to a party, any event specified as
such for that party in Paragraph 13.

"SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

"SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

"THRESHOLD" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

"TRANSFER" means, with respect to any Eligible Credit Support, Posted Credit
Support or Interest Amount, and in accordance with the instructions of the
Secured Party, Pledgor or Custodian, as applicable:

      (i) in the case of Cash, payment or delivery by wire transfer into one or
      more bank accounts specified by the recipient;

      (ii) in the case of certificated securities that cannot be paid or
      delivered by book-entry, payment or delivery in appropriate physical form
      to the recipient or its account accompanied by any duly executed
      instruments of transfer, assignments in blank, transfer tax stamps and any
      other documents necessary to constitute a legally valid transfer to the
      recipient;

                                                                    ISDA(R) 1994

                                        9
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      (iii) in the case of securities that can be paid or delivered by
      book-entry, the giving of written instructions to the relevant depository
      institution or other entity specified by the recipient, together with a
      written copy thereof to the recipient, sufficient if complied with to
      result in a legally effective transfer of the relevant interest to the
      recipient; and

      (iv) in the case of Other Eligible Support or Other Posted Support, as
      specified in Paragraph 13.

"VALUATION AGENT" has the meaning specified in Paragraph 13.

"VALUATION DATE" means each date specified in or otherwise determined pursuant
to Paragraph 13.

"VALUATION PERCENTAGE" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

"VALUATION TIME" has the meaning specified in Paragraph 13.

"VALUE" means for any Valuation Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect to:

      (i) Eligible Collateral or Posted Collateral that is:

            (A) Cash, the amount thereof; and

            (B) a security, the bid price obtained by the Valuation Agent
            multiplied by the applicable Valuation Percentage, if any;

      (ii) Posted Collateral that consists of items that are not specified as
      Eligible Collateral, zero; and

      (iii) Other Eligible Support and Other Posted Support, as specified in
      Paragraph 1.

                                                                    ISDA(R) 1994

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