EXHIBIT 10.2
March 13, 2002
MMCA Auto Receivables Trust
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Re: MMCA Auto Owner Trust 2002-1
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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 March 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, 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 March 1, 2002, (as amended,
supplemented or otherwise modified and in effect from time to time, the
"Indenture"), between MMCA Auto Owner Trust 2002-1, 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:
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MMCA Auto Receivables Trust
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Attention: Secretary/Treasurer
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If to the Seller:
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Mitsubishi Motors Credit of America, Inc.
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Attention: Executive Vice President and Treasurer
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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 enclosed
duplicate original of this letter.
Very truly yours,
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.,
as Seller
By: ------------------------------------------
Name:
Title:
Agreed and accepted as of the date first above written:
MMCA AUTO RECEIVABLES TRUST,
as Purchaser
By: --------------------------------
Name:
Title: