ADMINISTRATION AGREEMENT



                  This ADMINISTRATION AGREEMENT, dated as of December 1,

2001 (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 2001-4, a Delaware business trust (the "Issuer"), MITSUBISHI

MOTORS CREDIT OF AMERICA, INC., a Delaware corporation, as administrator

(the "Administrator"), and BANK OF TOKYO-MITSUBISHI TRUST COMPANY, a New

York banking corporation, not in its individual capacity but solely as

Indenture Trustee (the "Indenture Trustee").



                            W I T N E S S E T H:



                  WHEREAS, the Issuer is issuing 2.010% Class A-1 Asset

Backed Notes, 2.89% Class A-2 Asset Backed Notes, 3.97% Class A-3 Asset

Backed Notes, 4.92% Class A-4 Asset Backed Notes and 4.84% Class B Asset

Backed Notes (collectively, the "Notes") pursuant to the Indenture, dated

as of December 1, 2001 (as amended, supplemented or otherwise modified and

in effect from time to time, the "Indenture"), between the Issuer and the

Indenture Trustee (terms not defined in this Agreement shall have the

meaning set forth in, or incorporated by reference into, the Indenture or,

if not defined therein, in the amended and restated trust agreement, dated

as of October 1, 1999, between the Administrator, as beneficiary, and Chase

Manhattan Bank USA, N.A. (formerly known as Chase Manhattan Bank Delaware),

a national banking association, as trustee);



                  WHEREAS, the Issuer has entered into certain agreements

in connection with the issuance of the Notes and of certain beneficial

interests in the Issuer, including (i) a Sale and Servicing Agreement,

dated as of December 1, 2001 (as amended, supplemented or otherwise

modified and in effect from time to time, the "Sale and Servicing

Agreement"), among the Issuer, Mitsubishi Motors Credit of America, Inc.,

as servicer, and MMCA Auto Receivables Trust, as seller (the "Seller"),

(ii) a Letter of Representations, dated as of the Closing Date (as amended,

supplemented or otherwise modified and in effect from time to time, the

"Note Depository Agreement"), among the Issuer, the Administrator, the

Indenture Trustee and The Depository Trust Company ("DTC") relating to the

Notes and (iii) the Indenture (collectively, the "Related Agreements");



                  WHEREAS, pursuant to the Related Agreements, the Issuer

and the Owner Trustee are required to perform certain duties in connection

with (a) the Notes and the collateral therefor pledged pursuant to the

Indenture (the "Collateral") and (b) the beneficial interests in the Issuer

(the registered holders of such interests being referred to herein as the

"Certificateholders");



                  WHEREAS, the Issuer and the Owner Trustee desire to have

the Administrator perform certain of the duties of the Issuer and the Owner

Trustee referred to in the preceding clause and to provide such additional

services consistent with the terms of this Agreement and the Related

Agreements as the Issuer and the Owner Trustee may from time to time

request; and



                  WHEREAS, the Administrator has the capacity to provide

the services required hereby and is willing to perform such services for

the Issuer and the Owner Trustee on the terms set forth herein;



                  NOW, THEREFORE, in consideration of the mutual covenants

contained herein, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as

follows:



1.       Duties of the Administrator.



(a)      Duties with Respect to the Related Agreements.



                  (i) The Administrator agrees to perform all its duties as

Administrator under the Note Depository Agreement. In addition, the

Administrator shall consult with the Owner Trustee regarding the duties of

the Issuer or the Owner Trustee under the Related Agreements. The

Administrator shall monitor the performance of the Issuer and shall advise

the Owner Trustee when action is necessary to comply with the Issuer's or

the Owner Trustee's duties under the Related Agreements. The Administrator

shall prepare for execution by the Issuer or the Owner Trustee, or shall

cause the preparation by other appropriate persons of, all such documents,

reports, filings, instruments, certificates and opinions that it shall be

the duty of the Issuer or the Owner Trustee to prepare, file or deliver

pursuant to the Related Agreements. In furtherance of the foregoing, the

Administrator shall take all appropriate action that is the duty of the

Issuer or the Owner Trustee to take pursuant to the Indenture including,

without limitation, such of the foregoing as are required with respect to

the following matters under the Indenture (references are to sections of

the Indenture):



                  (A)    causing the Note Register to be kept and notifying

                         the Indenture Trustee of any appointment of a new

                         Note Registrar and the location, or change in

                         location, of the Note Register (Section 2.5);



                  (B)    notifying the Noteholders of the final principal

                         payment on their Notes (Section 2.8(e));



                  (C)    preparing or obtaining the documents and

                         instruments required for authentication of the

                         Notes and delivering the same to the Indenture

                         Trustee (Section 2.2);



                  (D)    preparing, obtaining or filing of the instruments,

                         opinions and certificates and other documents

                         required for the release of collateral (Section

                         2.10);



                  (E)    maintaining an office in the Borough of Manhattan,

                         City of New York, for registration of transfer or

                         exchange of the Notes (Section 3.2);



                  (F)    causing newly appointed Paying Agents, if any, to

                         deliver to the Indenture Trustee the instrument

                         specified in the Indenture regarding funds held in

                         trust (Section 3.3);



                  (G)    directing the Indenture Trustee to deposit monies

                         with Paying Agents, if any, other than the

                         Indenture Trustee (Section 3.3);



                  (H)    obtaining and preserving the Issuer's

                         qualification to do business in each jurisdiction

                         in which such qualification is or shall be

                         necessary to protect the validity and

                         enforceability of the Indenture, the Notes, the

                         Collateral and each other instrument and agreement

                         included in the Trust Estate (Section 3.4);



                  (I)    preparing all supplements and amendments to the

                         Indenture and all financing statements,

                         continuation statements, instruments of further

                         assurance and other instruments and taking such

                         other action as is necessary or advisable to

                         protect the Trust Estate (Section 3.5);



                  (J)    delivering the Opinion of Counsel on the Closing

                         Date and annually delivering Opinions of Counsel

                         as to the Trust Estate, and annually delivering

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