Exhibit 10.2
August 21, 2002
MMCA Auto Receivables Trust II
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
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:
-------------------
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: /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
