Exhibit 10.2
December [ ], 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 enclosed duplicate original of
this letter.
Very truly yours,
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.,
as Seller
By: ________________________
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: ________________________
Name: Xxxxxxxx Xxxxxxxx
Title: Secretary & Treasurer
