EXHIBIT 99.7 EXECUTION VERSION Class A-3 Notes Interest Rate Swap CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION UNDER 1992 MASTER AGREEMENT TO: Honda Auto Receivables 2007-3 Owner Trust ("Party B") c/o American Honda Finance Corporation 20800 Madronna Avenue Torrance, CA 90503 Attention: Treasury Manager FROM: Bank of America, N.A. ("Party A") 100 N. Tryon Street, NC 1-007-13-01 Charlotte, North Carolina 28255 Attn: Capital Markets Documentation DATE: August 23, 2007 Our Reference Nos: 3658744 / 3661516 The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Master Agreement specified below. 1. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. Terms not otherwise defined herein or in the Definitions shall have the respective meaning set forth in the Indenture, dated as of August 1, 2007 (the "Indenture"), between Party B, as issuer, and The Bank of New York, as indenture trustee (the "Indenture Trustee"). This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between us dated as of August 23, 2007 (the "Agreement"). This Confirmation shall supplement, form part of, and be subject to that Agreement, and all provisions contained or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified below. Party A and Party B acknowledge that this Swap Transaction relates to the Class A-3 Floating Rate Asset Backed Notes issued by Party B for value pursuant to and subject to the Indenture (the "Reference Notes"). 2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Trade Date: August 15, 2007 Effective Date: August 23, 2007 Termination Date: The earliest of (i) February 15, 2011 or (ii) when the Notional Amount hereunder has been reduced to zero, subject to early termination in accordance with the terms of the Agreement. Calculation Periods: For each Payment Date, the period from and including the immediately preceding Payment Date to, but excluding, such Payment Date, during the Term of this Swap Transaction, except that (a) the initial Calculation Period will commence on, and include, the Effective Date, and (b) the final Calculation Period will end on, but exclude, the Termination Date. Notional Amounts: For each Calculation Period, the Outstanding Amount of the Reference Notes as of the close of business on the first day of each Floating Rate Calculation Period. UPFRONT PAYMENT: Upfront Payment: On the Effective Date, Party B shall pay Party A the Upfront Payment Amount. Upfront Payment Amount: USD 70,022.00. FIXED AMOUNTS: Fixed Rate Payer: Party B Fixed Rate Payer Payment Dates: The 15th day of each month, commencing September 17, 2007, subject to the Following 2 Business Day Convention. Fixed Rate: 5.095% Fixed Rate Day Count Fraction: 30/360 Fixed Rate Payer Payment Amounts: For each Payment Date, in respect of a Calculation Period, the product of (a) the Fixed Rate, (b) the Fixed Rate Day Count Fraction and (c) the Notional Amount for such Calculation Period. FLOATING AMOUNTS: Floating Rate Payer: Party A Floating Rate Payer Payment Dates: Each Fixed Rate Payer Payment Date. Floating Rate: USD-LIBOR-BBA (set two London Banking Days prior to the first day of each Floating Rate Calculation Period). Designated Maturity: One month. Spread: .18% Initial Floating Rate: To be determined. Floating Rate Day Count Fraction: Actual/360 Floating Rate Payer Payment For each Payment Date in respect of a Amounts: Floating Rate Calculation Period, the product of (a) the Floating Rate plus the Spread, (b) the Floating Rate Day Count Fraction, and (c) the Notional Amount. Compounding: Inapplicable Business Days: New York, NY, Wilmington, DE and Los Angeles, CA. Business Day Convention: Following. Calculation Agent: Party A 3 3. Account Details. Payments to Party A: Name: Bank of America, N.A. ABA#: 026009593 G/L: 6550219386 Attn.: Rate Derivative Settlements Payments to Party B: Name: The Bank of New York City: New York, NY ABA #: 021-000-018 GLA #: 111-565 Attn.: John Bobko/Jason Perez Account #: TAS # 190900] Account Name: F/O: Honda 2007-3 CollectionsAccount 4 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Yours sincerely, BANK OF AMERICA, N.A. By: --------------------------------- Name: Title: Confirmed as of the date above: HONDA AUTO RECEIVABLES 2007-3 OWNER TRUST By: Citibank, N.A., not in its individual capacity but solely as Owner Trustee on behalf of the Trust By: ------------------------------------ Name: Title: 5
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Honda Auto Receivables 2007-3 Owner Trust Inactive 8-KOther Events
Filed: 28 Aug 07, 12:00am