EXHIBIT 4.4 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of December 1, 2002 (as the same may be amended, supplemented or otherwise modified from time to time and in effect, this "Agreement"), is by and among MMCA AUTO OWNER TRUST...Administration Agreement • November 29th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
INDENTURE between MMCA AUTO OWNER TRUST 2002-5, as Issuer, andMmca Auto Owner Trust 2002-5 • November 29th, 2002 • Asset-backed securities • New York
ISDA(R)Master Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • Delaware
by and among MMCA AUTO OWNER TRUST 2002-5, as the Trust MMCA AUTO RECEIVABLES TRUST II, as Seller and MITSUBISHI MOTORS CREDIT OF AMERICA, INC., as ServicerSale and Servicing Agreement • November 29th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
betweenPurchase Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
Exhibit 3.1 AMENDED AND RESTATED TRUST AGREEMENT dated as of July 29, 2002Trust Agreement • November 29th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • Delaware
EXHIBIT 4.4 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of December 1, 2002 (as the same may be amended, supplemented or otherwise modified from time to time and in effect, this "Agreement"), is by and among MMCA AUTO OWNER TRUST...Administration Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
December 18, 2002 MMCA Auto Receivables Trust II 6363 Katella Avenue Cypress, California 90630-5205 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)...Mmca Auto Owner Trust 2002-5 • December 20th, 2002 • Asset-backed securities
INDENTURE between MMCA AUTO OWNER TRUST 2002-5, as Issuer, andMmca Auto Owner Trust 2002-5 • December 20th, 2002 • Asset-backed securities • New York
Exhibit 1.1 MMCA AUTO OWNER TRUST 2002-5 $____________ ___% CLASS A-1 ASSET BACKED NOTES $____________ ___% CLASS A-2 ASSET BACKED NOTES $____________ ___% CLASS A-3 ASSET BACKED NOTES $____________ ___% CLASS A-4 ASSET BACKED NOTES $____________ ___%...Administration Agreement • November 29th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
ARTICLE I DEFINITIONS -----------Sub-Servicing Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • Missouri
Exhibit 4.1 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • November 29th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • Delaware
Re: MMCA Auto Owner Trust 2002-5 -----------------------------Mmca Auto Owner Trust 2002-5 • November 29th, 2002 • Asset-backed securities
December 10, 2002 Morgan Stanley & Co. Incorporated as Representative of the several Underwriters 1585 Broadway New York, New York 10036 Dear Sirs: 1. Introductory. MMCA Auto Receivables Trust II (the "Seller"), a Delaware statutory trust established...Administration Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
Exhibit 4.2 SALE AND SERVICING AGREEMENTSale and Servicing Agreement • December 20th, 2002 • Mmca Auto Owner Trust 2002-5 • Asset-backed securities • New York
