Exhibit 10.2
August [ ], 2002
MMCA Auto Receivables Trust II
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Re: MMCA Auto Owner Trust 2002-3
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 August 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 August 1, 2002, (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"),
between MMCA Auto Owner Trust 2002-3, 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 II
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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
Very truly yours,
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.,
as Seller
By:
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Name:
Title:
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the date first above written:
MMCA AUTO RECEIVABLES TRUST II,
as Purchaser
By: ________________________
Name:
Title: