<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                     EXHIBIT 1.1

                 CAPITAL AUTO RECEIVABLES ASSET TRUST 200_-SN__

<TABLE>
                      <S>         <C>
                      $__________ CLASS A-2a ASSET BACKED NOTES
                      $__________ CLASS A-2b ASSET BACKED NOTES
                      $__________ CLASS A-3a ASSET BACKED NOTES
                      $__________ CLASS A-3b ASSET BACKED NOTES
                      $__________ CLASS A-4 ASSET BACKED NOTES
                      $__________ CLASS B-1 ASSET BACKED NOTES
                      $__________ CLASS B-2 ASSET BACKED NOTES
                      $__________ CLASS C ASSET BACKED NOTES
</TABLE>

                         CAPITAL AUTO RECEIVABLES, INC.
                                   (DEPOSITOR)

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                  (SERVICER/TITLING AGENT/TRUST ADMINISTRATOR)

                             UNDERWRITING AGREEMENT

                                __________, 200_

[Name and Address
of each representative
Underwriter]

As Representatives of the several
Underwriters on Schedule 1

Dear Ladies and Gentlemen:

      1.    Introductory. Capital Auto Receivables, Inc., a Delaware corporation
(the "Depositor"), proposes to sell to the Underwriters $__________ aggregate
principal balance of Class A-2a Asset Backed Notes (the "Class A-2a Notes") and
$__________ aggregate principal balance of Class A-2b Asset Backed Notes (the
"Class A-2b Notes", and together with the Class A-2a Notes, the "Class A-2
Notes"), $__________ aggregate principal balance of Class A-3a Asset Backed
Notes (the "Class A-3a Notes") and $__________ aggregate principal balance of
Class A-3b Asset Backed Notes (the "Class A-3b Notes", and together with the
Class A-3a Notes, the "Class A-3 Notes"), $__________ aggregate principal
balance of Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together
with the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"),
$__________ aggregate principal balance of Class B-1 Asset Backed Notes (the
"Class B-1 Notes"), $__________ aggregate principal balance of Class B-2 Asset
Backed Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the
"Class B Notes"), $__________ aggregate principal balance of Class C Asset
Backed Notes (the "Class C Notes"), and together with the Class A Notes and the
Class B Notes, the "Offered Notes") of the Capital Auto Receivables Asset Trust
200_-SN__ (the "Trust"). [The Trust is also issuing,

<PAGE>

concurrently with the Offered Notes, $__________ aggregate principal balance of
Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $__________ aggregate
principal balance of Class A-2c Asset Backed Notes (the "Class A-2c Notes"),
$__________ aggregate principal balance of Class A-3c Asset Backed Notes (the
"Class A-3c Notes"), and certificates with an aggregate principal balance of
$__________ (the "Certificates"). COLT (defined below) will issue certificates
with an aggregate principal balance of $__________. Neither the Class A-1 Notes,
the Class A-2c Notes, the Class A-3c Notes, the Certificates nor the
certificates issued by COLT are being publicly offered].

      The assets of the Trust will include, among other things, secured notes
(the "Secured Notes") issued by Central Originating Lease Trust ("COLT"). The
Secured Notes will be issued pursuant to an indenture, to be dated as of the
Closing Date (as amended and supplemented from time to time, the "COLT
Indenture"), between COLT and __________, as indenture trustee (the "COLT
Indenture Trustee"). The Secured Notes will initially be issued by COLT to
General Motors Acceptance Corporation, as Trust Administrator ("GMAC"), in
exchange for the transfer by GMAC to COLT of a pool of automobile leases and the
related leased vehicles (the "Lease Assets") and certain monies due or received
thereunder on and after _______, 200_ (the "Cutoff Date") pursuant to a sale and
contribution agreement, to be dated as of the Closing Date (the "COLT Sale and
Contribution Agreement"), between COLT and GMAC. COLT's obligations under the
Secured Notes will be secured by the Lease Assets. The aggregate Initial ABS
Value (as defined in the COLT Servicing Agreement (defined below)) of the Lease
Assets will be $__________. GMAC will continue to service the Lease Assets after
their transfer to COLT pursuant to a servicing agreement, to be dated as of the
Closing Date (the "COLT Servicing Agreement"), between COLT, GMAC and Deutsche
Bank Trust Company Delaware, in its capacity as owner trustee of COLT. GMAC will
sell the Secured Notes to the Depositor pursuant to a pooling and administration
agreement, to be dated as of the Closing Date (the "Pooling and Administration
Agreement"), between GMAC and the Depositor. The Secured Notes will be
transferred by the Depositor to the Trust pursuant to trust sale and
administration agreement, to be dated as of the Closing Date (the "Trust Sale
and Administration Agreement"), between the Depositor, the Trust and GMAC. The
Offered Notes will be issued pursuant to an indenture, to be dated as of the
Closing Date (as amended and supplemented from time to time, the "Indenture"),
between the Trust and __________, as indenture trustee (the "CARAT Indenture
Trustee"). The Trust has been formed pursuant to a trust agreement, dated as of
________, 200_ (as amended and supplemented from time to time, the "Trust
Agreement"), between the Depositor and __________, as trustee, acting thereunder
not in its individual capacity but solely as trustee of the Trust (the "CARAT
Owner Trustee"). GMAC will serve as the initial custodian of the Series
200_-SN__ Lease Assets Files (as defined in the Trust Sale and Administration
Agreement) pursuant to the Trust Sale and Administration Agreement and a
custodian agreement, to be dated as of the Closing Date (the "Custodian
Agreement"), between GMAC, as Custodian, and COLT.

      Any reference herein to the Registration Statement, the Base Prospectus,
any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any
Preliminary Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement" with respect
to the

                                      -2-
<PAGE>

Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Base Prospectus, any Preliminary Prospectus
or the Final Prospectus, as the case may be, deemed to be incorporated therein
by reference. Certain terms used herein are defined in Section 15 hereof.

      2.    Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with, the several underwriters named in
Schedule 1 (the "Underwriters") that:

            (a) The Depositor meets the requirements for use of Form S-3 under
      the Act and has prepared and filed with the Commission a registration
      statement (No. __________), including a prospectus, on Form S-3 pursuant
      to Rule 415 under the Act on __________, 200_, for the registration under
      the Act of asset-backed securities (issuable in series and classes
      thereof), including the Secured Notes and the Offered Notes, which
      registration statement has become effective, and a copy of which, as
      amended to the date hereof, has heretofore been delivered to the
      Underwriters. The Depositor has filed or will file with the Commission,
      pursuant to Rule 424(b), one or more Preliminary Prospectuses and has
      delivered the Final Preliminary Prospectus to the Underwriters prior to
      the Applicable Time for delivery to prospective investors. The Depositor
      will file with the Commission pursuant to Rule 424(b) a Final Prospectus
      relating to the Offered Notes and the method of distribution thereof.

            (b) On the Effective Date, the Registration Statement complied, and
      when the Final Prospectus is first filed in accordance with Rule 424(b),
      the Final Prospectus will comply, in all material respects with the
      applicable requirements of the Act; on the Effective Date, the
      Registration Statement did not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary in order to make the statements therein not misleading; on the
      date of any filing pursuant to Rule 424(b) and on the Closing Date, the
      Final Prospectus will not include any untrue statement of a material fact
      or omit to state any material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Depositor makes no
      representations or warranties as to the information contained in or
      omitted from the Registration Statement or the Final Prospectus (or any
      supplement thereto): (i) in reliance upon and in conformity with
      information furnished in writing to the Depositor by or on behalf of any
      Underwriter through the Representatives specifically for inclusion in the
      Registration Statement or the Final Prospectus (or any supplement
      thereto), it being understood and agreed that the only such information so
      furnished by or on behalf of any Underwriters consists of the information
      described as such in Section 7 hereof (the "Underwriter Information");
      (ii) relating to and including the tables (other than the table under the
      caption ["Schedule of Remaining Payments by Month"]) under the caption of
      ["Weighted Average Life of the Notes -- Percent of Initial Note Principal
      Balance Outstanding at Various ABS Percentages"] (the "ABS Tables") in the
      Final Prospectus; and (iii) the information under the caption ["The
      Transfer and Servicing Agreements -- Interest Rate Swaps -- Swap
      Counterparty"] in the Final Prospectus (the "Swap Information"). As of the
      Closing Date, the representations and warranties of the Depositor in a
      pooling and servicing

                                      -3-
<PAGE>

      agreement, dated as of the Closing Date the Pooling and Administration
      Agreement, the Trust Sale and Administration Agreement and the Trust
      Agreement will be true and correct in all material respects.

            (c) As of the Applicable Time, the Disclosure Package did not
      include any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading
      provided, however, that the Depositor makes no representations or
      warranties as to the information contained in or omitted from the
      Disclosure Package (i) in reliance upon and in conformity with the
      Underwriter Information, (ii) relating to the ABS Tables or (iii) relating
      to the Swap Information.

            (d) At the earliest time after the filing of the Registration
      Statement that the Depositor or another offering participant made a bona
      fide offer (within the meaning of Rule 164(h)(2)) of the Offered Notes,
      the Depositor was not an "ineligible issuer," as defined in Rule 405.

            (e) Each Issuer Free Writing Prospectus, as of its issue date, does
      not and will not include any information that conflicts or will conflict
      with the information then contained in the Registration Statement. If at
      any time following issuance of an Issuer Free Writing Prospectus there
      occurs an event or development as a result of which such Issuer Free
      Writing Prospectus would conflict with the information then contained in
      the Registration Statement or would include an untrue statement of a
      material fact or would omit to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading, (i) the Depositor has or will promptly
      notify the Underwriters and (ii) the Depositor has or will promptly amend
      or supplement such Issuer Free Writing Prospectus to eliminate or correct
      such conflict, untrue statement or omission; provided, however, that the
      Depositor makes no representations or warranties as to the information
      contained in or omitted from any Issuer Free Writing Prospectus (1) in
      reliance upon and in conformity with the Underwriter Information, (2)
      relating to the ABS Tables or (3) relating to the Swap Information..

            (f) This Agreement has been duly authorized, executed and delivered
      by the Depositor.

      3.    Purchase, Sale and Delivery of the Offered Notes. Each Underwriter
executing this Agreement on its own behalf and as a Representative of the
several Underwriters (the "Representatives") hereby represents and warrants to
the Depositor that it has been authorized by the other Underwriters to execute
this Agreement on their behalf. On the basis of the representations, warranties
and agreements herein contained, but subject to the terms and conditions herein
set forth, the Depositor agrees to sell to the Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Depositor,
the respective principal balance of each class of Offered Notes set forth
opposite the name of such Underwriter on Schedule 1. Each of the Offered Notes
are to be purchased at the respective purchase price set forth on Schedule 2,
plus accrued interest to the extent set forth on such Schedule 2.

                                      -4-
<PAGE>

      The Depositor will deliver the Offered Notes to the Representatives for
the account of the Underwriters against payment of the purchase price in
immediately available funds, at the office of Mayer, Brown, Rowe & Maw LLP, 190
South LaSalle Street, Chicago, Illinois 60603, on __________, 200_ at ____ a.m.
(Chicago time), or at such other time and place not later than seven full
business days thereafter as the Representatives and the Depositor determine,
such time being herein referred to as the "Closing Date." The Offered Notes so
to be delivered will be initially represented by notes registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests
of beneficial owners of the Offered Notes will be represented by book entries on
the records of DTC and participating members thereof. Definitive notes will be
available only under limited circumstances.

      4.    Offering by Underwriters; Representations and Covenants of the
Underwriters.

            (a) It is understood that the Underwriters propose to offer the
      Offered Notes for sale to the public (which may include selected dealers)
      as set forth in the Final Prospectus. Each Underwriter agrees that all
      such offers and sales by such Underwriter will be made in compliance with
      all applicable laws and regulations, including all laws and regulations
      with respect to pricing of the Offered Notes and disclosure of
      underwriting commissions from the Depositor or any other person.

            (b) The Underwriters have not and will not provide any ABS
      Informational and Computational Material to prospective investors. For the
      purposes hereof, "ABS Informational and Computational Material" as used
      herein shall have the meanings given such term in Section 1101(a) of
      Regulation AB under the Exchange Act.

            (c) Each Underwriter represents that it has delivered the Final
      Preliminary Prospectus to prospective investors prior to the Applicable
      Time.

            (d) Each Underwriter represents, as of the Closing Date, that it did
      not provide any prospective investors with any information in written or
      electronic form in connection with the offering of the Offered Notes that
      is required to be filed with the Commission in accordance with the Act or
      any Free Writing Prospectus other than those approved by the Depositor[;
      provided, however, that, notwithstanding the foregoing, the Depositor
      agrees that the Underwriters may disseminate information on Bloomberg to
      prospective investors relating solely to the status of allocations and
      subscriptions (the "Bloomberg Information"), which the Underwriters
      represent shall not be required to be filed with the Commission pursuant
      to the safe harbor provided by Rule 134 or because such information is a
      Free Writing Prospectus that is not an Issuer Free Writing Prospectus].

            (e) Each Underwriter that uses the Internet or other electronic
      means to offer or sell the Offered Notes severally represents that it has
      in place, and covenants that it shall maintain, internal controls and
      procedures which it reasonably believes to be sufficient to ensure
      compliance in all material respects with all applicable legal requirements
      under the Act and applicable procedures, if any, worked out with the staff
      of the SEC relating to the use of the Internet or relating to computerized
      or electronic means of delivery to prospective investors of the
      [Preliminary] Prospectus and any

                                      -5-
<PAGE>

      related "road-show" materials, in each case in connection with the
      offering of the Offered Notes. Each Underwriter severally represents that
      it has not established or used web site pages on the Internet containing
      information for prospective investors in connection with the offering of
      the Offered Notes.

      5.    Covenants of the Depositor. The Depositor covenants and agrees with
the Underwriters that:

            (a) The Depositor has filed or shall file each Preliminary
      Prospectus pursuant to and in accordance with Rule 424(b) not later than
      the second business day following the date it is first used.

            (b) The Depositor shall prepare and file the Final Prospectus
      pursuant to and in accordance with Rule 424(b) not later than the second
      business day following the date it is first used.

            (c) The Depositor shall advise the Representatives promptly of any
      proposal to amend or supplement the Registration Statement, any
      Preliminary Prospectus or the Final Prospectus and shall consult with them
      and their counsel with respect to any comments they may have on any such
      proposed amendment or supplement; provided, however, that no such advice
      or consultation shall be necessary for Exchange Act reports filed by the
      Depositor in the ordinary course that contain opinions, the COLT Basic
      Documents, the Transfer and Servicing Agreements or related agreements and
      monthly distribution reports.

            (d) If, at any time when a prospectus relating to the Offered Notes
      is (or but for the exemption in Rule 172 would be required to be)
      delivered under the Act in connection with sales by any Underwriter or
      dealer, any event occurs as a result of which the Final Prospectus as then
      amended or supplemented would include an untrue statement of a material
      fact or omit to state any material fact necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, or if it is necessary at any time to amend the Registration
      Statement or supplement the Final Prospectus to comply with the Act, the
      Depositor promptly shall (1) notify the Representatives of such event and
      (2) prepare and file with the Commission, subject to paragraph (c) of this
      Section 5, an amendment or supplement which will correct such statement or
      omission or effect such compliance.

            (e) The Depositor represents and agrees that, unless it obtains the
      prior consent of the Representatives, and each Underwriter, severally and
      not jointly, represents and agrees with the Depositor that, unless it
      obtains the prior consent of the Depositor, it has not made and will not
      make any offer relating to the Offered Notes that would constitute an
      Issuer Free Writing Prospectus or that would otherwise constitute a Free
      Writing Prospectus; provided, however, that the prior consent of the
      parties hereto shall be deemed to have been given with respect to the
      Bloomberg Information and the Free Writing Prospectuses included in
      Schedule 3 hereto.

                                      -6-
<PAGE>

            (f) The Depositor shall take such action in order to exempt the
      Offered Notes from the qualification for offer and sale under the
      securities or "Blue Sky" laws of such jurisdictions as the Representatives
      shall reasonably request and to pay all reasonable expenses (including
      reasonable fees and disbursements of counsel) in connection with such
      exemption and in connection with the determination of the legality of the
      Offered Notes for purchase under the laws of such jurisdictions as the
      Representatives may designate. Thereafter, until all of the Offered Notes
      have been retired, the Depositor shall arrange for the filing and making
      of, and shall pay all fees applicable to, such statements and reports and
      renewals of registration necessary in order to continue to exempt the
      Offered Notes for secondary market transactions in the various
      jurisdictions in which the Offered Notes were originally exempted for
      sale.

            (g) For a period from the date of this Agreement until the
      retirement of the Offered Notes, or until such time as no Underwriter
      shall continue to maintain a secondary market in the Offered Notes,
      whichever first occurs, the Depositor will deliver or cause to be
      delivered to the Representatives, upon request, the annual statement of
      compliance and annual independent accountants' report furnished to the
      CARAT Indenture Trustee and the CARAT Owner Trustee pursuant to the Trust
      Sale and Administration Agreement and the annual independent auditor's
      servicing report furnished to the CARAT Indenture Trustee and the CARAT
      Owner Trustee pursuant to the Trust Sale and Administration Agreement,
      promptly after such statements are furnished to the CARAT Indenture
      Trustee and the CARAT Owner Trustee.

            (h) So long as any of the Offered Notes are outstanding, the
      Depositor will furnish to the Representatives (i) as soon as available, a
      copy of each report of the Depositor filed with the Commission under the
      Exchange Act or mailed to the holders of the Offered Notes, and (ii) from
      time to time, such other information concerning the Depositor as the
      Representatives may reasonably request.

            (i) If the transactions contemplated by this Agreement are not
      consummated or this Agreement is terminated pursuant to Section 9 below,
      the Depositor shall pay or cause to be paid all expenses incident to the
      performance of the Depositor's obligations under this Agreement, and will
      pay or cause to be paid or will reimburse the Underwriters for any
      reasonable expenses (including reasonable fees and disbursements of
      outside counsel) incurred by them in connection with (i) qualification or
      exemption of the Offered Notes for offer and sale and the determination of
      their legality for purchase under the laws of such jurisdictions as the
      Representatives have reasonably requested pursuant to Section 5(e) and the
      printing of memoranda relating thereto, (ii) any fees charged by
      investment rating agencies for the rating of the Offered Notes, and (iii)
      expenses incurred in printing, if applicable, and distributing any
      Preliminary Prospectus and the Final Prospectus (including any amendments
      and supplements thereto) to the Underwriters.

            (j) To the extent, if any, that any rating necessary to satisfy the
      condition set forth in Section 6(i) is conditioned upon the furnishing of
      documents or the taking of other actions by the Depositor on or after the
      Closing Date, the Depositor shall furnish such documents and take such
      other actions.

                                      -7-
<PAGE>

            (k) If, during the period after the Closing Date in which a
      prospectus relating to the Offered Notes is required to be delivered under
      the Act, the Depositor receives notice that a stop order suspending the
      effectiveness of the Registration Statement or preventing the offer and
      sale of the Offered Notes is in effect, the Depositor shall advise the
      Representatives of the issuance of such stop order.

            (l) The Depositor acknowledges and agrees that each Underwriter is
      acting solely in the capacity of an arm's-length contractual counterparty
      to the Depositor with respect to the offering of securities contemplated
      hereby (including in connection with determining the terms of the
      offering) and not as a fiduciary to, or an agent of, the Depositor or any
      other person. Additionally, each Underwriter is not advising the Depositor
      or any other person as to any legal, tax, investment, accounting or
      regulatory matters in any jurisdiction. The Depositor shall consult with
      its own advisors concerning such matters and shall be responsible for
      making its own independent investigation and appraisal of the transactions
      contemplated hereby, and the Underwriters shall have no responsibility or
      liability to the Depositor with respect thereto. Any review by the
      Underwriters of the Depositor, the transactions contemplated hereby or
      other matters relating to such transactions will be performed solely for
      the benefit of the Underwriters and shall not be on behalf of the
      Depositor.

      6.    Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters hereunder are subject to the following conditions:

            (a) The Representatives shall have received a letter, dated as of
      the date hereof, with respect to the Final Preliminary Prospectus; and a
      letter, dated as of the Closing Date, of Deloitte & Touche LLP in form and
      substance reasonably acceptable to the Representatives.

            (b) No stop order suspending the effectiveness of the Registration
      Statement shall be in effect, and no proceedings for such purpose shall be
      pending before or threatened by the Commission and there shall have been
      no material adverse change (not in the ordinary course of business) in the
      condition of the Depositor and its subsidiaries, taken as a whole, from
      that set forth in the Registration Statement and the Final Prospectus; and
      the Representatives shall have received, on the Closing Date, a
      certificate, dated the Closing Date and signed by an executive officer of
      the Depositor, to the foregoing effect. The officer making such
      certificate may rely on the best of his/her knowledge as to proceedings
      pending or threatened.

            (c) The Representatives shall have received on the Closing Date an
      opinion of the General Counsel of the Depositor, dated the Closing Date,
      substantially to the effect set forth in Exhibit A.

            (d) The Representatives shall have received on the Closing Date an
      opinion of Mayer, Brown, Rowe & Maw LLP, special counsel to the Depositor,
      dated the Closing Date, substantially to the effect set forth in Exhibit
      B.

                                      -8-
<PAGE>

            (e) The Representatives shall have received a letter with respect to
      the Disclosure Package as of the date hereof and with respect to the Final
      Prospectus, as of the date thereof and as of the Closing Date, of Mayer,
      Brown, Rowe & Maw LLP, special counsel to the Depositor.

            (f) The Representatives shall have received on the Closing Date an
      opinion of Kirkland & Ellis LLP, counsel for the Underwriters, dated the
      Closing Date, substantially to the effect set forth in Exhibit C.

            (g) The Representatives shall have received a letter with respect to
      the Disclosure Package as of the date hereof and with respect to the Final
      Prospectus, as of the date thereof and as of the Closing Date, of Kirkland
      & Ellis LLP, counsel for the Underwriters.

            (h) The Representatives shall have received a certificate signed by
      an executive officer or officers of the Depositor, dated the Closing Date,
      in which such officer or officers, to the best of their knowledge after
      reasonable investigation, shall state that the representations and
      warranties of the Depositor in this Agreement, the Pooling and
      Administration Agreement and the Trust Sale and the Administration
      Agreement are true and correct and that the Depositor has complied with
      all agreements and satisfied all conditions on its part to be performed or
      satisfied hereunder or thereunder at or before the Closing Date.

            (i) On or prior to the Closing Date, the Depositor shall not offer,
      sell, contract to sell or otherwise dispose of any additional similar
      asset-backed securities which shall not affect the Depositor's right to
      offer, sell, contract to sell or otherwise dispose of the Class D Notes
      without the Representatives' prior written consent.

            (j) The Representatives shall have received on the Closing Date
      opinions of Mayer, Brown, Rowe & Maw LLP, special counsel to the
      Depositor, dated the Closing Date, in form and substance reasonably
      satisfactory to the Representatives, (i) with respect to the
      characterization of the transfer of the lease assets by GMAC to COLT as a
      sale, (ii) with respect to the characterization of the transfer of the
      Secured Notes by GMAC to the Depositor as a sale and (iii) concluding that
      a bankruptcy court would not disregard the separate existence of the
      entities involved in the transfers of the lease assets and Secured Notes
      so as to substantively consolidate the assets and liabilities of GMAC, on
      the one hand, with those entities on the other hand.

            (k) The Class A Notes shall have been rated at least "___" by
      [Standard & Poor's Ratings Services ("S&P")], "___" by [Moody's Investors
      Service, Inc. ("Moody's")] or "___" by [Fitch, Inc. ("Fitch")]. The Class
      B Notes shall have been rated at least "__" by [S&P], "___" by [Moody's]
      or "___" by [Fitch]. The Class C Notes shall have been rated at least
      "___" by [S&P], "___" by [Moody's] or "___" by [Fitch].

            [(l) On the Closing Date, the aggregate principal balance of Class
      A-1 Notes set forth in the Final Prospectus shall have been issued by the
      Trust.]

                                      -9-
<PAGE>

      The Depositor will furnish the Representatives with conformed copies of
such further opinions, certificates, letters and documents as the
Representatives reasonably request.

      7.    Indemnification and Contribution. The Depositor agrees to indemnify
and hold harmless the Underwriters and each person, if any, who controls an
Underwriter within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Disclosure Package or
the Final Prospectus (if used within the period set forth in Section 5(d) hereof
and as amended or supplemented if the Depositor shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they are made, not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission made (i) in reliance upon and in conformity
with the Underwriter Information or (ii) in reliance upon information included
in the ABS Tables.

      Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Depositor, its directors, its officers who sign the Registration
Statement and any person controlling the Depositor to the same extent as the
foregoing indemnity from the Depositor to such Underwriter, but only with
reference to information relating to such Underwriter or such Underwriter's
offer or sale of the Offered Notes pursuant to this Agreement furnished in
writing by such Underwriter, including specifically for use in the Registration
Statement, the Disclosure Package or the Final Prospectus. The Depositor
acknowledges that (a) the statements made by the Underwriters under the caption
"Underwriting" in the Disclosure Package and the Final Prospectus with respect
to the following: (i) the legal names of the Underwriters in the table titled
"Aggregate Principal Amount to be Purchased;" (ii) the table relating to selling
concessions and reallowances and the paragraph of text preceding such table; and
(iii) to the extent the penultimate sentence under the caption "Underwriting"
applies to the Underwriters, the representation of the Underwriters relating to
purchase transactions, over-allotment transactions, stabilization transactions,
syndicate covering transactions and penalty bids; and (b) each of the
Underwriters' "street names" on the front cover and back cover, if any, of the
Final Preliminary Prospectus, the Additional Information Statement and the Final
Prospectus; constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in the Disclosure Package or the Final
Prospectus.

      In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two immediately preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the

                                      -10-
<PAGE>

named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such indemnified parties. Such firm shall be designated in
writing by the Representatives in the case of parties indemnified pursuant to
the second preceding paragraph and by the Depositor in the case of parties
indemnified pursuant to the first preceding paragraph. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action and (ii) does not
include a statement as to, or admission of, fault, culpability or a failure to
act by or on behalf of the indemnified party.

      If the indemnification provided for in this Section 7 is unavailable to an
indemnified party under the second or third preceding paragraphs hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect not only the relative benefits but
also the relative fault of the Depositor on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Depositor on the one hand
and of the Underwriters on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Depositor or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

      The Depositor and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, the Underwriters shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Notes were offered for sale exceeds the amount of any
damages which the Underwriters have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to

                                      -11-
<PAGE>

contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this Section 7 to indemnify
and contribute are several in proportion to their respective underwriting
obligations and not joint.

      The indemnity and contribution agreements contained in this Section 7 and
the representations and warranties of the Depositor in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by an Underwriter or on behalf of
the Underwriters or any person controlling the Underwriters or by or on behalf
of the Depositor, its directors or officers or any person controlling the
Depositor, and (iii) acceptance of and payment for any of the Offered Notes.

      8.    Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Offered Notes agreed to be purchased by
such Underwriters hereunder and such failure to purchase shall constitute a
default in the performance of its or their obligations under this Agreement, the
Representatives may make arrangements satisfactory to the Depositor in its sole
discretion for the purchase of such Offered Notes by other persons, including
any of the Underwriters, but if no such arrangements are made by the Closing
Date, the remaining Underwriters shall be obligated severally to take up and pay
for (in the respective proportions which the amount of Offered Notes set forth
opposite their names in Schedule 1 bears to the aggregate amount of Offered
Notes set forth opposite the names of all the remaining Underwriters) the
Offered Notes which the defaulting Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Offered Notes
which the defaulting Underwriters agreed but failed to purchase shall exceed 10%
of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Offered Notes and if such
nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement
will terminate without liability to any nondefaulting Underwriter, the Trust or
the Depositor (other than under Section 7). In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Underwriters shall determine
in order that the required changes in the Registration Statement and the Final
Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Depositor and any nondefaulting Underwriter for
damages occasioned by its default hereunder.

      9.    Termination.

            (a) If this Agreement shall be terminated by the Representatives
      because of any failure or refusal on the part of the Depositor to comply
      with the terms or to fulfill any of the conditions of this Agreement, or
      if for any reason the Depositor shall be unable to perform its obligations
      under this Agreement, the Depositor will reimburse the Underwriters for
      all reasonable out-of-pocket expenses (including the reasonable fees and
      disbursements of their outside counsel) reasonably incurred by the
      Underwriters in connection with the offering of the Offered Notes.

            (b) The Representatives may terminate this Agreement (upon
      consultation with the Depositor) at any time prior to the Closing Date if,
      in the opinion of the

                                      -12-
<PAGE>

      Representatives, there shall have been such a change in national or
      international financial, political or economic conditions which in their
      view will have a materially adverse effect on the success of the offering
      and distribution of or a secondary market for the Offered Notes in the
      United States. After consultation with the Depositor, the parties to this
      Agreement shall be released and discharged from their respective
      obligations under this Agreement without liability on the part of either
      the Underwriters or on the part of the Depositor (other than under Section
      7), and, notwithstanding Section 9(a), each party will pay its own
      expenses.

      10.   Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Depositor or its officers and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
the Underwriters or the Depositor or any of their officers or directors or any
controlling persons, and will survive delivery of and payment for the Offered
Notes.

      11.   Notices. All communications hereunder will be in writing, and, if
sent to the Representatives, will be mailed, delivered or sent by facsimile
transmission and confirmed to the Representatives at [contact information for
lead underwriter]; or, if sent to the Depositor, will be mailed, delivered or
sent by facsimile transmission and confirmed to it at 200 Renaissance Center,
12th Floor, Detroit, Michigan 48265; Attention: Director -- U.S. Securitization,
facsimile: (313) 665-6351.

      12.   Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.

      13.   Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

      14.   Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

      15.   Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended and the
      rules and regulations of the Commission promulgated thereunder.

            ["Additional Information Statement" means the Additional Information
      Statement, dated as of ___________, 20__.]

            "Applicable Time" means ____ (Eastern time) on the date that this
      Agreement is executed and delivered by the parties hereto.

                                      -13-
<PAGE>

            "Base Prospectus" means the prospectus, dated __________, 200_,
      contained in the Registration Statement at the Effective Date.

            "Commission" means the Securities and Exchange Commission.

            "Disclosure Package" means the following, taken as a whole (i) the
      Base Prospectus, as amended and supplemented to the Applicable Time, (ii)
      the Final Preliminary Prospectus, (iii) the Issuer Free Writing
      Prospectuses, if any, identified on Schedule 3 hereto and (iv) any other
      Free Writing Prospectus that the parties hereto shall hereafter expressly
      agree in writing to treat as part of the Disclosure Package.

            "Effective Date" means each date and time that the Registration
      Statement , any post-effective amendment or amendments thereto and any
      Rule 462(b) Registration Statement became or becomes effective.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Final Preliminary Prospectus" means the Preliminary Prospectus,
      dated as of __________, 200_.

            "Final Prospectus" means the final prospectus supplement relating to
      the Offered Notes that was first filed pursuant to Rule 424(b) after the
      Applicable Time, together with the Base Prospectus, and otherwise
      satisfies Section 10(a) of the Act. For the purposes of this definition,
      the Final Prospectus shall include the "Static Pool Data" set forth in
      Appendix A thereto.

            "Free Writing Prospectus" means a free writing prospectus, as
      defined in Rule 405.

            "Issuer Free Writing Prospectus" means an issuer free writing
      prospectus, as defined in Rule 433, relating to the Offered Notes that (i)
      is required to be filed with the Commission by the Depositor or (ii) is
      exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a
      description of the Offered Notes or of the offering that does not reflect
      the final terms, in each case in the form filed or required to be filed
      with the Commission or, if not required to be filed, in the form retained
      in the Depositor's records pursuant to Rule 433(g).

            "Preliminary Prospectus" means any preliminary prospectus supplement
      to the Base Prospectus that describes the Offered Notes and the offering
      thereof and is used prior to filing of the Final Prospectus, together with
      the Base Prospectus. For purposes of this definition, information
      contained in a form of prospectus or preliminary prospectus supplement
      that is deemed to be a part of the Registration Statement pursuant to Rule
      430B shall be considered to be included in the Preliminary Prospectus only
      as of the actual time that form of prospectus or prospectus supplement is
      filed with the Commission pursuant to Rule 424(b), and shall include the
      "Static Pool Data" set forth in Appendix A thereto.

                                      -14-
<PAGE>
            "Registration Statement" means the registration statement referred
      to in Section 2(a) above, including exhibits incorporated by reference
      therein and any prospectus or prospectus supplement relating to the
      Offered Notes that is filed with the Commission pursuant to Rule 424 and
      deemed part of such registration statement pursuant to Rule 430B, as
      amended at the Applicable Time (or, if not effective at the Applicable
      Time, in the form in which it shall become effective), and, in the event
      any post-effective amendment thereto or any Rule 462(b) Registration
      Statement becomes effective prior to the Closing Date, shall also mean
      such registration statement as so amended or such Rule 462(b) Registration
      Statement, as the case may be. Such term shall include any Rule 430A
      Information deemed to be included therein at the Effective Date as
      provided by Rule 430A.

            "Rule 134," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule
      424," "Rule 430A," "Rule 430B," "Rule 433" and "Rule 462" refer to such
      rules under the Act.

            "Rule 462(b) Registration Statement" means a registration statement
      and any amendments thereto filed pursuant to Rule 462(b) relating to the
      offering covered by the registration statement referred to in Section 2(a)
      hereof.

                               [SIGNATURES FOLLOW]

                                      -15-
<PAGE>

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Depositor and you in accordance with its terms.

                                                  Very truly yours,

                                                  CAPITAL AUTO RECEIVABLES, INC.

                                                  By:
                                                     ---------------------------
                                                  Name:
                                                  Title:

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above
written by the undersigned acting on their own
behalf and as a Representative of the several Underwriters.

By:
   --------------------------------------------
Name:
     ------------------------------------------
Title:
      -----------------------------------------

By:
   --------------------------------------------
Name:
     ------------------------------------------
Title:
      -----------------------------------------

                                      S-1
<PAGE>

                                   SCHEDULE 1
<TABLE>
<CAPTION>
Underwriter   A-2a Notes   A-2b Notes   A-3a Notes   A-3b Notes   A-4 Notes   B-1 Notes   B-2 Notes   C Notes
-----------   ----------   ----------   ----------   ----------   ---------   ---------   ---------   -------
<S>           <C>          <C>          <C>          <C>          <C>         <C>         <C>         <C>
</TABLE>

<PAGE>

                                   SCHEDULE 2
<TABLE>
<CAPTION>
      Security        Interest Rate   Purchase Price
      --------        -------------   --------------
<S>                   <C>             <C>
Class A-2a Notes
Class A-2b Notes
Class A-3a Notes
Class A-3b Notes
Class A-4 Notes
Class B-1 Notes
Class B-2 Notes
Class C Notes
</TABLE>

<PAGE>

                                   SCHEDULE 3

                            Free Writing Prospectuses

[(1) The Additional Information Statement, attached hereto.]

<PAGE>

                                    EXHIBIT A

                    [Opinion of General Counsel of Depositor]

<PAGE>

                                    EXHIBIT B

                    [Opinion of Mayer, Brown, Rowe & Maw LLP]

<PAGE>

                                    EXHIBIT C

                        [Opinion of Kirkland & Ellis LLP]