MMCA Auto Owner Trust 2001-2 `AAA' By Fitch

    NEW YORK--June 14, 2001--Fitch rates MMCA Auto Owner Trust 2001- 2's $146.2 million 3.8975% class A-1 Notes `F1+', $94 million floating-rate class A-2, $229 million floating-rate class A-3 and $150.0 million floating-rate class A-4 notes `AAA', and the $46.8 million 5.75% class B notes `A'.
    The trust also issued $54 million in certificates that are not publicly offered and are not rated.
    The ratings on the notes are based on initial credit enhancement equal to 15% for the class A notes (14% in subordination and 1% initial reserve account deposit), and 8.50% for the class B notes (7.50% subordination and 1% reserve account), the total yield supplement overcollateralization amount, the yield supplement account, the availability of excess spread to build the reserve account to its target of 2.25%, the terms of the interest rate swaps and the strength of Morgan Stanley Capital Services, Inc. as swap counterparty. The ratings also reflect the transaction's sound legal structure and the high quality of the retail auto receivables originated and serviced by Mitsubishi Motors Credit of America, Inc. (MMCA). Fitch's ratings address the likelihood of full and timely payment of interest and ultimate payment of principal by the legal final distribution date of each class.
    The 2001-2 transaction, which represents the tenth securitization offered by MMCA, is backed by a pool of prime automobile loans secured by new and used automobiles and light-duty trucks and vans. The collateral includes retail level pay loans (89.36%), balloon payment receivables (10.64%), deferred payment loans (8.53%) and, new for this transaction, loans originated under a special incentive program called the guaranteed value program (5.98%). The other significant difference from previous transactions involves the allocation of principal collections. The class A-1 notes receive all principal payments until retired. Thereafter, principal is allocated sequentially among the remaining class A notes but pro rata with the class B notes. The certificates do not receive any principal until all class A and B notes have been retired.
    MMCA, a wholly owned subsidiary of Mitsubishi Motors Sales of America, Inc., primarily provides retail and wholesale financing, retail leasing and other financial services to authorized dealers of Mitsubishi Motors vehicles and their customers. MMCA's managed auto receivables totaled $4.8 billion as of March 31, 2001 compared with $3 billion as of March 31, 2000.
    For a detailed analysis of this transaction, refer to Fitch's pre-sale research report on `MMCA Auto Owner Trust 2001-2' available on Fitch's web site at `www.fitchratings.com'.