MMCA AUTO OWNER TRUST 2002-3 S-1/A

EXHIBIT 1.1 - UNDERWRITING AGREEMENT

EXHIBIT 3.1 - AGREEMENT

EXHIBIT 4.1 - TRUST AGREEMENT

EXHIBIT 4.2 - SALE AND SERVICING AGREEMENT

EXHIBIT 4.3 - INDENTURE

EXHIBIT 4.4 - ADMINISTRATION AGREEMENT

EXHIBIT 5.1 - OPINION

EXHIBIT 8.1 - TAX OPINION

EXHIBIT 10.1 - PURCHASE AGREEMENT

EXHIBIT 10.2

EXHIBIT 24.1 - CONSENT

EXHIBIT 25 - FORM T-1