December 18, 2002
MMCA Auto Receivables Trust II
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
RE: MMCA AUTO OWNER TRUST 2002-5
Ladies and Gentlemen:
We hereby confirm arrangements made as of the date hereof with
you to be effective upon (i) receipt by us of the enclosed copy of this letter
agreement (as amended, supplemented or otherwise modified and in effect from
time to time, the "Yield Supplement Agreement"), executed by you, and (ii)
execution of the Purchase Agreement, dated as of December 1, 2002 (as amended,
supplemented or otherwise modified and in effect from time to time, the
"Purchase Agreement"), between Mitsubishi Motors Credit of America, Inc., as
seller (the "Seller"), and MMCA Auto Receivables Trust II, as purchaser (the
"Purchaser"), and payment of the purchase price specified thereunder.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in, or incorporated by reference into, the Indenture,
dated as of December 1, 2002 (as amended, supplemented or otherwise modified and
in effect from time to time, the "Indenture"), between MMCA Auto Owner Trust
2002-5, as issuer (the "Trust"), and Bank of Tokyo-Mitsubishi Trust Company, as
indenture trustee (the "Indenture Trustee").
1. On or prior to the Determination Date preceding each
Payment Date, the Servicer shall notify the Purchaser and the Seller of the
Yield Supplement Amount for such Payment Date.
2. In consideration for the Purchaser entering into the
Purchase Agreement and the purchase price paid to the Seller for the Receivables
under the Purchase Agreement, we agree to make a payment of the Yield Supplement
Amount to the Purchaser, or to the pledgee of the assignee of the Purchaser
referred to in Section 5 hereof, on the Business Day prior to each Payment Date.
3. All payments pursuant hereto shall be made by federal wire
transfer (same day) funds or in immediately available funds, to such account as
the Purchaser or the pledgee of the assignee of the Purchaser referred to in
Section 5 hereof, may designate in writing to the Seller, prior to the relevant
Payment Date.
4. Our agreements set forth in this Yield Supplement Agreement
are our primary obligations and such obligations are irrevocable, absolute and
unconditional, shall not be subject to any counterclaim, setoff or defense and
shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstances or condition
whatsoever.
5. Pursuant to the Sale and Servicing Agreement, the Purchaser
will sell, transfer, assign and convey its interest in this Yield Supplement
Agreement to the Trust, and the Seller hereby acknowledges and consents to such
sale, transfer, assignment and conveyance. Concurrent with such sale, transfer,
assignment and conveyance, pursuant to the Indenture, the Trust will pledge its
rights under this Yield Supplement Agreement, along with certain other assets of
the Trust, to the Indenture Trustee to secure its obligations under the Notes
and the Indenture, and the Seller hereby acknowledges and consents to such
pledge. The Seller hereby agrees, for the benefit of the Trust, that following
such sale, transfer, assignment, conveyance and pledge, this Yield Supplement
Agreement shall not be amended, modified or terminated without the consent of
Wilmington Trust Company, as Owner Trustee on behalf of the Trust, and, prior to
the payment in full of the Notes, the Indenture Trustee.
6. This Yield Supplement Agreement will be governed by, and
construed in accordance with, the laws of the State of New York.
7. Except as otherwise provided herein, all notices pursuant
to this Yield Supplement Agreement shall be in writing and shall be effective
upon receipt thereof. All notices shall be directed as set forth below, or to
such other address or to the attention of such other person as the relevant
party shall have designated for such purpose in a written notice.
If to the Purchaser:
MMCA Auto Receivables Trust II
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Secretary/Treasurer
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Seller:
Mitsubishi Motors Credit of America, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Executive Vice President and Treasurer
Telephone: (000) 000-0000
Fax: (000) 000-0000
8. This Yield Supplement Agreement may be executed in one or
more counterparts and by the different parties hereto on separate counterparts,
all of which shall be deemed to be one and the same document.
If the foregoing satisfactorily sets forth the terms and
conditions of our agreement, please indicate your acceptance thereof by signing
in the space provided below and returning to us the enclose
d duplicate original of this letter.
Very truly yours,
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.,
as Seller
By: /s/ C.A. Xxxxxxx
Name: C. A. Xxxxxxx
Title: Executive Vice President
and General Manager
Xxxxxx and accepted as of the date first above written:
MMCA AUTO RECEIVABLES TRUST II,
as Purchaser
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Secretary & Treasurer
