MMCA AUTO OWNER TRUST 2002-2



              $94,169,000 1.8426% CLASS A-1 ASSET BACKED NOTES

              $279,000,000 2.64% CLASS A-2 ASSET BACKED NOTES

              $181,000,000 3.67% CLASS A-3 ASSET BACKED NOTES

              $227,500,000 4.30% CLASS A-4 ASSET BACKED NOTES

                $69,535,000 4.67% CLASS B ASSET BACKED NOTES

                $35,966,000 5.55% CLASS C ASSET BACKED NOTES





                        MMCA AUTO RECEIVABLES TRUST



                           UNDERWRITING AGREEMENT







                                                              June 12, 2002





Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith

        Incorporated

  as Representative of the several Underwriters

4 World Financial Center

North Tower

250 Vesey Street

New York, New York  10080



Dear Sirs:



         1. Introductory. MMCA Auto Receivables Trust (the "Seller"), a

Delaware business trust established pursuant to the Amended and Restated

Trust Agreement, dated as of October 1, 1999 (the "MART Trust Agreement"),

between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase

Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes,

subject to the terms and conditions stated herein, to cause MMCA Auto Owner

Trust 2002-2 (the "Trust") to issue and sell to the several underwriters

named in Schedule A hereto (the "Underwriters"), acting severally and not

jointly, for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &

Smith Incorporated ("Merrill Lynch") is acting as representative (the

"Representative"), $94,169,000 aggregate principal amount of 1.8426% Class

A-1 Asset Backed Notes (the "Class A-1 Notes"), $279,000,000 aggregate

principal amount of 2.64% Class A-2 Asset Backed Notes (the "Class A-2

Notes"), $181,000,000 aggregate principal amount of 3.67% Class A-3 Asset

Backed Notes (the "Class A-3 Notes"), $227,500,000 aggregate principal

amount of 4.30% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and,

together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3

Notes, the "Class A Notes"), $69,535,000 aggregate principal amount of

4.67% Class B Asset Backed Notes (the "Class B Notes") and $35,966,000

aggregate principal amount of 5.55% Class C Asset Backed Notes (the "Class

C Notes" and, together with the Class A Notes and the Class B Notes, the

"Notes"). The Notes will be issued pursuant to the Indenture, dated as of

June 1, 2002 (the "Indenture"), between the Trust and Bank of

Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"), and

will represent indebtedness of the Trust.



         Concurrently with the issuance and sale of the Notes as

contemplated herein, the Trust will issue $71,933,046.52 aggregate

principal amount of certificates (the "Certificates"), each representing an

interest in the property of the Trust (the "Trust Property"). The Seller

will retain the Certificates. The Certificates will be issued pursuant to

the Amended and Restated Trust Agreement, dated as of June 1, 2002 (the

"Trust Agreement"), between the Seller and Wilmington Trust Company, as

trustee (the "Owner Trustee"). The Certificates will be subordinated to the

Notes. Capitalized terms used but not defined herein have the meanings

ascribed thereto in the Indenture.



         The assets of the Trust will include, among other things, (i) a

pool of motor vehicle retail installment sale contracts secured by new and

used automobiles and sport-utility vehicles to be conveyed to the Trust on

the Closing Date (as such term is defined in Section 3) (the "Initial

Receivables") and from time to time thereafter during the Pre-Funding

Period (the "Subsequent Receivables" and, together with the Initial

Receivables, the "Receivables") and (ii) with respect to (a) Actuarial

Receivables, certain monies due thereunder on or after the Cutoff Date, and

(b) Simple Interest Receivables, certain monies due or received thereunder

on or after the Cutoff Date. The Receivables will be sold to the Trust by

the Seller and will be serviced for the Trust by MMCA (in such capacity,

the "Servicer"). The term "Basic Documents" means (i) the Indenture; (ii)

the Trust Agreement; (iii) the First Tier Initial Assignment, dated as of

June 1, 2002 (the "First Tier Initial Assignment"), as executed by MMCA;

(iv) a First Tier Subsequent Assignment; (v) the Purchase Agreement, dated

as of June 1, 2002, between MMCA and the Seller; (vi) the Sale and

Servicing Agreement; (vii) the Certificate of Trust, filed March 26, 2002

(the "Certificate of Trust"), with the Secretary of State of the State of

Delaware; (viii) the Administration Agreement, dated as of June 1, 2002

(the "Administration Agreement"), among MMCA, as administrator (the

"Administrator"), the Trust and the Indenture Trustee; (ix) the Note

Depository Agreement, dated as of the Closing Date (the "Note Depository

Agreement"), among the Trust, the Indenture Trustee, the Administrator and

The Depository Trust Company; (x) the Yield Supplement Agreement, dated as

of June 1, 2002 (the "Yield Supplement Agreement"), between the Seller and

MMCA; and (xi) the Control Agreement, dated as of June 1, 2002 (the

"Control Agreement"), among the Seller, the Trust, the Servicer, the

Indenture Trustee and Bank of Tokyo-Mitsubishi Trust Company, as securities

intermediary. "Transfer Date" means, with respect to an Initial Receivable,

the Closing Date, and with respect to a Subsequent Receivable, the related

Subsequent Transfer Date. The Seller hereby agrees with the Underwriters as

follows:



         2. Representations and Warranties of the Seller. The Seller

represents and warrants to, and agrees with, the several Underwriters that:



                  (a) A registration statement on Form S-1 (No. 333-85008)

         relating to the Notes, including a form of prospectus, has been

         filed with the Securities and Exchange Commission (the

         "Commission") and either (i) has been declared effective under the

         Securities Act of 1933, as amended (the "Act"), and is not

         proposed to be amended or (ii) is proposed to be amended by

         amendment or post-effective amendment. If the Seller does not

         propose to amend the registration statement and if any

         post-effective amendment to the registration statement has been

         filed with the Commission prior to the execution and delivery of

         this Agreement, the most recent post-effective amendment has been

         declared effective by the Commission or has become effective upon

         filing pursuant to Rule 462(c) under the Act ("Rule 462(c)"). For

         purposes of this Agreement, "Effective Time" means (i) if the

         Seller has advised the Representative that it does not propose to

         amend the registration statement, the date and time as of which

         the registration statement, or the most recent post-effective

         amendment thereto (if any) filed prior to the execution and

         delivery of this Agreement, was declared effective by the

         Commission or has become effective upon filing pursuant to Rule

         462(c) or (ii) if the Seller has advised the Representative that

         it proposes to file an amendment or post-effective amendment to

         the registration statement, the date and time as of which the

         registration statement, as amended by such amendment or

         post-effective amendment, as the case may be, is declared

         effective by the Commission. "Effective Date" means the date of

         the Effective Time. The registration statement, as amended at the

         Effective Time, including all information (if any) deemed to be a

         part of the registration statement as of the Effective Time

         pursuant to Rule 430A(b) under the Act ("Rule 430A(b)"), is

         hereinafter referred to as the "Registration Statement". The form

         of prospectus relating to the Notes, as first filed with the

         Commission pursuant to and in accordance with Rule 424(b) under

         the Act ("Rule 424(b)") or, if no such filing is required, as

         included in the Registration Statement at the Effective Time, is

         hereinafter referred to as the "Prospectus". No document has been

         or will be prepared or distributed in reliance on Rule 434 under

         the Act.



                  (b) If the Effective Time is prior to the execution and

         delivery of this Agreement: (i) on the Effective Date, the

         Registration Statement conformed in all respects to the

         requirements of the Act and the rules and regulations of the

         Commission (the "Rules and Regulations") and did not include any

         untrue statement of a material fact or omit to state any material

         fact required to be stated therein or necessary to make the

         statements therein not misleading and (ii) on the date of this

         Agreement and on the Closing Date, the Registration Statement

         conforms, and at the time of filing of the Prospectus pursuant to

         Rule 424(b), the Registration Statement and the Prospectus will

         conform, in all respects to the requirements of the Act and the

         Rules and Regulations, and neither of such documents includes, or

         will include, any untrue statement of a material fact or omits, or

         will omit, to state any material fact required to be stated

         therein or necessary to make the statements therein not

         misleading. If the Effective Time is subsequent to the execution

         and delivery of this Agreement: (i) on the Effective Date, the

         Registration Statement and the Prospectus will conform in all

         respects to the requirements of the Act and the Rules and

         Regulations, (ii) on the date of this Agreement and on the Closing

         Date, neither of such documents will include any untrue statement

         of a material fact or will omit to state any material fact

         required to be stated therein or necessary to make the statements

         therein not misleading and (iii) no additional registration

         statement related to the Notes pursuant to Rule 462(b) under the

         Act has been or will be filed. The two preceding sentences do not

         apply to statements in or omissions from the Registration

         Statement or the Prospectus based upon written information

         furnished to the Seller by any Underwriter through the

         Representative specifically for use therein, it being understood

         and agreed that the only such information is that described as

         such in Section 7(b).



                  (c) The Seller has been duly formed and is validly

         existing as a business trust under the Delaware Business Trust

         Act, 12 Del.C. ss. 3801 et. seq. (the "Delaware Trust Act"), with

         power and authority to own its properties and conduct its business

         as described in the Prospectus, and the Seller is duly qualified

         to do business and is in good standing in all other jurisdictions

         in which its ownership or lease of property or the conduct of its

         business requires such qualification.



                  (d) No consent, approval, authorization or order of, or

         filing with, any governmental agency or body or any court is

         required to be obtained or made by the Seller or the Trust for the

         consummation of the transactions contemplated by this Agreement

         and the Basic Documents in connection with the issuance of the

         Notes and the Certificates and the sale by the Seller of the

         Notes, except such as have been obtained and made under the Act,

         such as may be required under state securities laws and the filing

         of any financing statements required to perfect the Seller's, the

         Trust's and the Indenture Trustee's interest in the Receivables,

         which financing statements will be filed in the appropriate

         offices within ten days of the Closing Date.



                  (e) The Seller is not in violation of the MART Trust

         Agreement or other organizational documents or in default in the

         performance or observance of any obligation, agreement, covenant

         or condition contained in any agreement or instrument to which it

         is a party or by which it or its properties are bound which could

         have a material adverse effect on the transactions contemplated

         herein or in the Basic Documents. The execution, delivery and

         performance of this Agreement and the Basic Documents, and the

         issuance of the Notes and the Certificates and the sale by the

         Seller of the Notes and compliance with the terms and provisions

         hereof and thereof will not result in a breach or violation of any

         of the terms and provisions of, or constitute a default under, any

         statute, any rule, regulation or order of any governmental agency

         or body or any court, domestic or foreign, having jurisdiction

         over the Seller or any of its properties, or any agreement or

         instrument to which the Seller is a party or by which the Seller

         is bound or to which any of the properties of the Seller or any

         such subsidiary is subject, or the MART Trust Agreement or other

         organizational documents of the Seller, and the Seller has full

         power and authority to authorize and issue the Notes and the

         Certificates and to sell the Notes as contemplated by this

         Agreement, the Indenture and the Trust Agreement, to enter into

         this Agreement and the Basic Documents and to consummate the

         transactions contemplated hereby and thereby.



                  (f) On the Closing Date, the Seller will have directed

         the Owner Trustee to authenticate and execute the Certificates

         and, when executed, authenticated, delivered and paid for pursuant

         to the Sale and Servicing Agreement and the Trust Agreement, the

         Certificates will have been duly executed, authenticated, issued

         and delivered and will constitute valid and legally binding

         obligations of the Trust, entitled to the benefits provided in the

         Trust Agreement and enforceable in accordance with their terms.



                  (g) On the Closing Date, the Seller will have directed

         the Owner Trustee to execute the Notes and directed the Indenture

         Trustee to authenticate and deliver the Notes and, when executed,

         authenticated, delivered and paid for pursuant to the Indenture

         and this Agreement, the Notes will have been duly executed,

         authenticated, issued and delivered and will constitute valid and

         legally binding obligations of the Trust, entitled to the benefits

         provided in the Indenture and enforceable in accordance with its

         terms.



                  (h) The Seller possesses adequate certificates,

         authorities and permits issued by appropriate governmental

         agencies or bodies necessary to conduct the business now operated

         by it and has not received any notice of proceedings relating to

         the revocation or modification of any such certificate, authority

         or permit that, if determined adversely to the Seller, would

         individually or in the aggregate have a material adverse effect on

         the Seller.



                  (i) Except as disclosed in the Prospectus, there are no

         pending actions, suits or proceedings against or affecting the

         Seller or any of its properties that, if determined adversely to

         the Seller, would individually or in the aggregate have a material

         adverse effect on the condition (financial or other), business or

         results of operations of the Seller, or would materially and

         adversely affect the ability of the Seller to perform its

         obligations under this Agreement or the other Basic Documents to

         which it is a party, or which are otherwise material in the

         context of the issuance and sale of the Notes or the issuance of

         the Certificates; and no such actions, suits or proceedings are

         threatened or, to the Seller's knowledge, contemplated.



                  (j) As of the Closing Date, the representations and

         warranties of the Seller contained in the Basic Documents will be

         true and correct.



                  (k) Since the respective dates as of which information is

         given in the Registration Statement and the Prospectus, except as

         otherwise stated therein, (i) there has been no material adverse

         change in the condition, financial or otherwise, or in the

         earnings, business affairs or business prospects of the Seller,

         whether or not arising in the ordinary course of business and (ii)

         there have been no transactions entered into by the Seller, other

         than those in the ordinary course of business, which are material

         with respect to the Seller.



                  (l) Each of the Basic Documents to which the Seller is a

         party has been duly authorized by the Seller and, when duly

         executed and delivered by the Seller and the other parties

         thereto, will constitute a valid and binding agreement of the

         Seller, enforceable against the Seller in accordance with its

         terms, except as the enforcement thereof may be limited by

         bankruptcy, insolvency (including, without limitation, all laws

         relating to fraudulent transfers), reorganization, moratorium or

         similar laws affecting enforcement of creditors' rights generally

         and except as enforcement thereof is subject to general principles

         of equity (regardless of whether enforcement is considered in a

         proceeding in equity or at law).



                  (m) This Agreement has been duly authorized, executed and

         delivered by the Seller.



                  (n) The Seller has authorized the conveyance of the

         Receivables to the Trust, and, as of the Closing Date, the Seller

         has directed the Trust to execute and issue the Notes and the

         Certificates and to sell the Notes.



                  (o) The Seller's assignment and delivery of the

         Receivables to the Trust on the related Transfer Dates will vest

         in the Trust all of the Seller's right, title and interest

         therein, subject to no prior lien, mortgage, security interest,

         pledge, adverse claim, charge or other encumbrance.



                  (p) The Trust's assignment of the Receivables to the

         Indenture Trustee pursuant to the Indenture will vest in the

         Indenture Trustee, for the benefit of the Noteholders, a first

         priority perfected security interest therein, subject to no prior

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