<Page>
Exhibit 1.1
$1,574,000,000
HONDA AUTO RECEIVABLES 2001-2 OWNER TRUST
$440,000,000 3.73% ASSET BACKED NOTES, CLASS A-1
$410,000,000 4.11% ASSET BACKED NOTES, CLASS A-2
$520,000,000 4.67% ASSET BACKED NOTES, CLASS A-3
$204,000,000 5.09% ASSET BACKED NOTES, CLASS A-4
AMERICAN HONDA RECEIVABLES CORP.
UNDERWRITING AGREEMENT
July 17, 2001
Salomon Smith Barney Inc.,
as Representative of the Several Underwriters
390 Greenwich Street; 6th Floor
New York, NY 10013
Ladies and Gentlemen:
1. INTRODUCTORY. American Honda Receivables Corp., a California
corporation (the "COMPANY"), proposes, subject to the terms and conditions
stated herein, to cause the Honda Auto Receivables 2001-2 Owner Trust (the
"TRUST") to issue and sell $440,000,000 aggregate principal amount of 3.73%
Asset Backed Notes, Class A-1 (the "CLASS A-1 NOTES"), $410,000,000 aggregate
principal amount of 4.11% Asset Backed Notes, Class A-2 (the "CLASS A-2 NOTES"),
$520,000,000 aggregate principal amount of 4.67% Asset Backed Notes, Class A-3
(the "CLASS A-3 NOTES") and $204,000,000 aggregate principal amount of 5.09%
Asset Backed Notes, Class A-4 (the "CLASS A-4 Notes" and together with the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "NOTES"). The Notes
will be issued pursuant to the Indenture, to be dated as of July 1, 2001 (the
"INDENTURE"), between the Trust and The Chase Manhattan Bank (the "INDENTURE
TRUSTEE").
Concurrently with the issuance and sale of the Notes as contemplated
herein, the Trust will issue $44,603,016.50 aggregate principal amount of
certificates of beneficial interest (the "CERTIFICATES"), each representing an
interest in the Owner Trust Estate. The Company will retain the Certificates.
The Certificates will be issued pursuant to the Amended and Restated Trust
Agreement, to be dated July 24, 2001 (the "TRUST AGREEMENT"), between the
Company and Bankers Trust (Delaware), as owner trustee (the "Owner Trustee").
The Certificates are subordinated to the Notes.
The assets of the Trust will include, among other things, a pool of
retail installment sale and conditional sale contracts secured by new and used
Honda and Acura motor vehicles (the "RECEIVABLES"), with respect to Actuarial
Receivables, certain monies due thereunder on or after July 1, 2001 (the "CUTOFF
DATE"), and with respect to Simple Interest Receivables, certain monies due or
received thereunder on or after the Cutoff Date, such Receivables to be sold to
the Trust
<Page>
by the Company and to be serviced for the Trust by American Honda Finance
Corporation ("AHFC" or, in its capacity as servicer, the "SERVICER").
Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Sale and Servicing Agreement, to be dated as of July 1, 2001
(the "SALE AND SERVICING AGREEMENT"), by and among the Trust, the Company and
the Servicer or, if not defined therein, in the Indenture, the Trust
Agreement or the Receivables Purchase Agreement, to be dated as of July 1,
2001 between AHFC and the Company (the "RECEIVABLES PURCHASE AGREEMENT"), as
the case may be. As used herein, "BASIC DOCUMENTS" shall have the meaning
specified in the Sale and Servicing Agreement. The Company hereby agrees with
the several Underwriters named in Schedule A hereto (collectively, the
"UNDERWRITERS") as follows:
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND AHFC. The
Company and AHFC, jointly and severally, represent and warrant to, and agree
with, the several Underwriters that:
(a) A registration statement on Form S-3 (No. 333-92827),
including a prospectus, relating to the Notes has been filed with the
Securities and Exchange Commission (the "Commission") and has become
effective. Such registration statement, as amended as of the date of
the Agreement is hereinafter referred to as the "Registration
Statement," and the prospectus included in such Registration Statement,
as supplemented to reflect the terms of the Notes as first filed with
the Commission after the date of this Agreement pursuant to and in
accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act of
1933, as amended (the "Act"), including all material incorporated by
reference therein, is hereinafter referred to as the "Prospectus."
(b) On the effective date of the Registration Statement
relating to the Notes, such Registration Statement conformed in all
respects to the requirements of the Act and the rules and regulations
of the Commission promulgated under the Act (the "Rules and
Regulations") and did not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and on the
date of this Agreement, the Registration Statement conforms, and at the
time of the filing of the Prospectus in accordance with Rule 424(b),
the Registration Statement and the Prospectus will conform in all
respects to the requirements of the Act and the Rules and Regulations,
and neither of such documents includes or will include any untrue
statement of a material fact or omits or will omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading. The preceding sentence does not
apply to statements in or omissions from the Registration Statement or
the Prospectus based upon written information furnished to the Company
by any Underwriter through the Representative specifically for use
therein, it being understood and agreed that the only such information
is that described as such in Section 7(b).
(c) The Notes are "asset backed securities" within the
meaning of, and satisfy the requirements for use of, Form S-3 under the
Act.
-2-
<Page>
(d) The documents incorporated by reference in the
Registration Statement and Prospectus, at the time they were or
hereafter are filed with the Commission, complied and will comply in
all material respects with the requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations of the Commission thereunder.
(e) The Company has caused to be filed with the
Commission on July 18, 2001 the Current Report on Form 8-K with
respect to the Term Sheet dated July 13, 2001 relating to the Notes
(the "Term Sheet").
(f) Each of the Company and AHFC has been duly
incorporated and is an existing corporation in good standing under the
laws of the State of California, with power and authority (corporate
and other) to own its properties and conduct its business as described
in the Prospectus; and each of the Company and AHFC is duly qualified
to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification.
(g) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required
to be obtained or made by the Company, AHFC or the Trust for the
consummation of the transactions contemplated by this Agreement and the
Basic Documents in connection with the issuance of the Notes and the
Certificates and the sale by the Company of the Notes, except such as
have been obtained and made under the Act, such as may be required
under state securities laws and the filing of any financing statements
required to perfect the Company's, the Trust's and the Indenture
Trustee's interest in the Receivables, which financing statements will
be filed in the appropriate offices prior to the Closing Date (as such
term is defined in Section 3).
(h) Neither the Company nor AHFC is in violation of its
Articles of Incorporation or By-laws or in default in the performance
or observance of any obligation, agreement, covenant or condition
contained in any agreement or instrument to which it is a party or by
which it or its properties are bound which could have a material
adverse effect on the transactions contemplated herein or in the Basic
Documents. The execution, delivery and performance of this Agreement
and the Basic Documents by the Company and AHFC, and the issuance of
the Notes and the Certificates and the sale by the Company of the Notes
and the compliance by the Company and AHFC with the terms and
provisions hereof and thereof will not, subject to obtaining any
consents or approvals as may be required under the securities or "blue
sky" laws of various jurisdictions, result in a breach or violation of
any of the terms and provisions of, or constitute a default under, any
statute, rule, regulation or order of any governmental agency or body
or any court, domestic or foreign, having jurisdiction over the Company
or AHFC or any of their respective properties, or any agreement or
instrument to which the Company or AHFC is a party or by which the
Company or AHFC is bound or to which any of the properties of the
Company or AHFC is subject, or the Articles of Incorporation or By-laws
of the Company and AHFC, and the Company has full power and authority
to authorize the
-3-
<Page>
issuance of the Notes and the Certificates and to sell the Notes as
contemplated by this Agreement, the Indenture and the Trust
Agreement, and each of the Company and AHFC has full power and
authority to enter into this Agreement and the Basic Documents and
to consummate the transactions contemplated hereby and thereby.
(i) On the Closing Date, the Company will have directed
the Owner Trustee to authenticate and execute the Certificates and,
when delivered and paid for pursuant to the Trust Agreement, the
Certificates will have been duly issued and delivered and will
constitute valid and legally binding obligations of the Trust, entitled
to the benefits provided in the Trust Agreement and enforceable in
accordance with their terms.
(j) Except as disclosed in the Prospectus, there are no
pending actions, suits or proceedings against or affecting the Company
or AHFC or any of their respective properties that, if determined
adversely to the Company or AHFC, would individually or in the
aggregate have a material adverse effect on the condition (financial or
other), business or results of operations of the Company or AHFC,
respectively, or would materially and adversely affect the ability of
the Company or AHFC to perform its obligations under this Agreement or
the other Basic Documents to which it is a party, or which are
otherwise material in the context of the issuance and sale of the Notes
or the issuance of the Certificates; and no such actions, suits or
proceedings are threatened or, to the Company's or AHFC's knowledge,
contemplated.
(k) As of the Closing Date, the representations and
warranties of the Company and AHFC contained in the Basic Documents
will be true and correct.
(l) This Agreement has been duly authorized, executed and
delivered by each of the Company and AHFC.
(m) The Company has authorized the conveyance of the
Receivables to the Trust, and, as of the Closing Date, the Company has
directed the Trust to execute and issue the Notes and the Certificates
and to sell the Notes.
(n) The Company's assignment and delivery of the
Receivables to the Trust as of the Closing Date will vest in the Trust
all of the Company's right, title and interest therein, subject to no
prior lien, mortgage, security interest, pledge, adverse claim, charge
or other encumbrance.
(o) The Trust's assignment of the Receivables to the
Indenture Trustee pursuant to the Indenture will vest in the Indenture
Trustee, for the benefit of the Noteholders, a first priority perfected
security interest therein, subject to no prior lien, mortgage, security
interest, pledge, adverse claim, charge or other encumbrance.
(p) The computer tape of the Receivables created as of
July 1, 2001, and made available to the Representative by the Servicer
was complete and accurate as of the date thereof and includes an
identifying description of the Receivables that are listed on Schedule
A to the Sale and Servicing Agreement.
-4-
<Page>
(q) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this
Agreement, the Basic Documents, the Notes and the Certificates and any
other agreements contemplated herein or therein shall have been paid or
will be paid by the Company at or prior to the Closing Date to the
extent then due.
(r) The consummation of the transactions contemplated by
this Agreement and the Basic Documents, and the fulfillment of the
terms hereof and thereof, will not conflict with or result in a breach
of any of the terms or provisions of, or constitute a default under, or
result in the creation of any lien, charge or encumbrance upon any of
the property or assets of the Company or AHFC pursuant to the terms of,
any indenture, mortgage, deed of trust, loan agreement, guarantee,
lease financing agreement or similar agreement or instrument under
which the Company or AHFC is a debtor or guarantor.
(s) The Company is not and, after giving effect to the
issuance of the Certificates and the offering and sale of the Notes and
the application of the proceeds thereof as described in the Prospectus,
will not be required to be registered as an "investment company" as
defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act").
(t) In connection with the offering of the Notes in the
State of Florida, the Company and AHFC hereby certify that they have
complied with all provisions of Section 5.17.075 of the Florida
Securities and Investor Protection Act.
3. PURCHASE, SALE AND DELIVERY OF NOTES. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, at a purchase price of, in the case of (i) the Class A-1
Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes,
99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387%
of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% of the
principal amount thereof, the respective principal amounts of each Class of the
Notes set forth opposite the names of the Underwriters in Schedule A hereto.
The Company will deliver against payment of the purchase price, the
Notes of each Class in the form of one or more permanent global securities in
definitive form (the "GLOBAL NOTES") deposited with the Indenture Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be
held only in book-entry form through DTC, except in the limited circumstances
described in the Prospectus. Payment for the Notes shall be made by the
Underwriters in Federal (same day) funds by official check or checks or wire
transfer to an account in New York previously designated to the Representative
by the Company at a bank acceptable to the Representative at the offices of
Dewey Ballantine LLP, New York, New York at 10:00 A.M., New York time, on July
24, 2001, or at such other time not later than seven full business days
thereafter as the Representative and the Company determine, such time being
herein referred to as the "CLOSING DATE", against delivery to the Indenture
Trustee as custodian
-5-
<Page>
for DTC of the Global Notes representing all of the Notes. The Global Notes
will be made available for checking at the above office of Dewey Ballantine
LLP at least 24 hours prior to the Closing Date.
The Company will deliver the Certificates to the above office of Dewey
Ballantine LLP on the Closing Date. The certificate for the Certificates so to
be delivered will be in definitive form, in authorized denominations and
registered in the name of the Company and will be made available for checking at
the above office of Dewey Ballantine LLP at least 24 hours prior to the Closing
Date.
Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing
Date will be not later than July 24, 2001, unless otherwise agreed to as
described above.
4. OFFERING BY UNDERWRITERS. It is understood that, the several
Underwriters propose to offer the Notes for sale to the public as set forth in
the Prospectus, and each Underwriter represents, warrants and covenants,
severally and not jointly, to the Company and AHFC that: (i) it has not offered
or sold and will not offer or sell, prior to the date six months after their
date of issuance, any Notes to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted in and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issuance of the Notes to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1997 or is a person to whom the document can otherwise
lawfully be issued or passed on.
5. CERTAIN AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters:
(a) The Company will file the Prospectus, properly
completed, with the Commission pursuant to and in accordance with
subparagraph (2) (or, if applicable and if consented to by the
Representative, subparagraph (5)) of Rule 424(b) no later than the
second business day following the date it is first used. The Company
will advise the Representative promptly of any such filing pursuant to
Rule 424(b).
(b) The Company will advise the Representative promptly,
in writing, of any proposal to amend or supplement the Registration
Statement or the Prospectus and will not effect such amendment or
supplementation without the Representative's reasonable consent; and
the Company will also advise the Representative promptly of any
amendment or supplementation of the Registration Statement or the
Prospectus and of the institution by the Commission of any stop order
proceedings in respect of the
-6-
<Page>
Registration Statement and will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its
lifting, if issued.
(c) If, at any time when a prospectus relating to the
Notes is 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 Prospectus as then amended or supplemented would include an
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, or if it is
necessary at any time to amend the Prospectus to comply with the Act,
the Company will promptly notify the Representative of such event and
will promptly prepare and file with the Commission (subject to the
Representative's prior review pursuant to Section 5(b)), at its own
expense, an amendment or supplement which will correct such statement
or omission, or an amendment which will effect such compliance. Neither
the Representative's consent to, nor the Underwriters delivery of, any
such amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 6.
(d) The Company will cause the Trust to make generally
available to Noteholders, as soon as practicable, but no later than
sixteen months after the date hereof, an earnings statement of the
Trust covering a period of at least twelve consecutive months beginning
after the later of (i) the effective date of the registration statement
relating to the Notes and (ii) the effective date of the most recent
post-effective amendment to the Registration Statement to become
effective prior to the date of this Agreement and, in each case,
satisfying the provisions of Section 11(a) of the Act (including Rule
158 promulgated thereunder).
(e) The Company will furnish to the Underwriters copies
of the Prospectus, the Registration Statement and all amendments and
supplements to such documents, in each case as soon as available and in
such quantities as the Representative reasonably requests. The
Prospectus shall be furnished on or prior to 3:00 P.M., New York time,
on the business day following the execution and delivery of this
Agreement. All other such documents shall be so furnished as soon as
available. The Company will pay the expenses of printing and
distributing to the Underwriters all such documents.
(f) The Company will arrange for the qualification of the
Notes for offering and sale and the determination of their eligibility
for investment under the laws of such jurisdictions as the
Representative may reasonably designate and will continue such
qualifications in effect so long as required for the distribution of
the Notes; PROVIDED that in connection therewith the Company shall not
be required to qualify as a foreign corporation to do business or to
file a general consent to service of process in any such jurisdiction.
(g) For a period from the date of this Agreement until
the retirement of the Notes (i) the Company will furnish to the
Representative and, upon request, to each of the other Underwriters,
copies of each certificate and the annual statements of compliance
delivered to the Indenture Trustee pursuant to Section 3.09 of the
Indenture and
-7-
<Page>
Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the
annual independent certified public accountant's servicing reports
furnished to the Indenture Trustee pursuant to Section 3.12 of the
Sale and Servicing Agreement, by first-class mail as soon as
practicable after such statements and reports are furnished to the
Indenture Trustee, and (ii) such other forms of periodic certificates
or reports as may be delivered to the Indenture Trustee, the Owner
Trustee or the Noteholders under the Indenture, the Sale and Servicing
Agreement or the other Basic Documents.
(h) So long as any Note is outstanding, the Company will
furnish to the Representative by first-class mail as soon as
practicable, (i) all documents distributed, or caused to be
distributed, by the Company to the Noteholders, (ii) all documents
filed or caused to be filed by the Company with the Commission pursuant
to the Exchange Act or any order of the Commission thereunder and (iii)
such other information in the possession of the Company concerning the
Trust as the Representative from time to time may reasonably request.
(i) Subject to the provisions of Section 9 hereof, the
Company will pay all expenses incident to the performance of its
obligations under this Agreement and will reimburse the Underwriters
(if and to the extent incurred by them) for any filing fees and other
expenses (including fees and disbursements of counsel) incurred by them
in connection with qualification of the Notes for sale in jurisdictions
that the Representative may designate pursuant to Section 5(f) hereof
and determination of their eligibility for investment under the laws of
such jurisdictions as the Representative reasonably designates and the
printing of memoranda relating thereto, for any fees charged by
investment rating agencies for the rating of the Notes, for any travel
expenses of the officers and employees of the Underwriters and any
other expenses of the Underwriters in connection with attending or
hosting meetings with prospective purchasers of the Notes and for
expenses incurred in distributing the Term Sheets and the Prospectus
(including any amendments and supplements thereto).
(j) To the extent, if any, that the rating provided with
respect to the Notes by Moody's Investors Service, Inc. ("MOODY'S"),
Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("STANDARD & POOR'S"), and Fitch, Inc. ("FITCH" and, together with
Standard & Poor's and Moody's, the "RATING AGENCIES") is conditional
upon the furnishing of documents or the taking of any other action by
the Company, the Company shall furnish such documents and take any such
other action.
(k) On or before the Closing Date, the Company and AHFC
shall annotate and indicate unambiguously in the computer records of
the Company and AHFC relating to the Receivables to show the Trust's
absolute ownership of the Receivables, and from and after the Closing
Date neither the Company nor AHFC shall take any action inconsistent
with the Trust's ownership of such Receivables, other than as permitted
by the Sale and Servicing Agreement.
6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Notes on the
-8-
<Page>
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and AHFC herein on the Closing Date, to
the accuracy of the statements of Company and AHFC officers made pursuant to
the provisions hereof, to the performance by the Company and AHFC of their
respective obligations hereunder and to the following additional conditions
precedent:
(a) The Representative shall have received a letter,
dated the date hereof or the Closing Date, of KPMG Peat Marwick LLP, in
form and substance satisfactory to the Representative and counsel for
the Underwriters, confirming that they are independent public
accountants within the meaning of the Act and the applicable Rules and
Regulations and stating in effect that (i) they have performed certain
specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Trust, AHFC and the Company)
set forth in the Registration Statement, the Term Sheet and the
Prospectus (and any supplements thereto), agrees with the accounting
records of the Trust, AHFC and the Company, excluding any questions of
legal interpretation, and (ii) they have performed certain specified
procedures with respect to the Receivables.
(b) Prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted or, to
the knowledge of the Company or the Representative, shall be
contemplated by the Commission.
(c) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any
development or event involving a prospective change, in or affecting
particularly the business, properties, condition (financial or
otherwise) or results of operations of the Company or AHFC which, in
the judgment of a majority in interest of the Underwriters (including
the Representative), materially impairs the investment quality of each
Class of the Notes or makes it impractical or inadvisable to proceed
with completion of the public offering or the sale of and payment for
each Class of the Notes; (ii) any suspension or limitation of trading
in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange; (iii) any banking
moratorium declared by Federal, California or New York authorities; or
(iv) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any
substantial national or international calamity or emergency if, in the
judgment of a majority in interest of the Underwriters (including the
Representative), the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable
to proceed with completion of the public offering or the sale of and
payment for each Class of the Notes.
(d) The Representative shall have received an opinion of
Dewey Ballantine LLP, special counsel to the Company and AHFC, dated
the Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that:
-9-
<Page>
(i) the Company has been duly incorporated and
is an existing corporation in good standing under the laws of
the State of California, with full corporate power and
authority to own its properties and conduct its business as
described in the Prospectus; the Company is duly qualified to
do business and is in good standing in each jurisdiction in
which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure
to be so qualified and in good standing would not have a
material adverse effect on its obligations under the Basic
Documents;
(ii) AHFC has been duly incorporated and is an
existing corporation in good standing under the laws of the
State of California, with corporate power and authority to own
its properties and conduct its business as described in the
Prospectus; AHFC is duly qualified to do business and is in
good standing in each jurisdiction in which its ownership or
lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified and
in good standing would not have a material adverse effect on
its obligations under the Basic Documents;
(iii) each of the direction by the Company to the
Indenture Trustee to authenticate the Notes and the direction
by the Company to the Owner Trustee to execute the Notes has
been duly authorized by the Company and, when the Notes have
been duly executed and delivered by the Owner Trustee and,
when authenticated by the Indenture Trustee in accordance with
the terms of the Indenture and delivered to and paid for by
the Underwriters pursuant to this Agreement, will be duly and
validly issued and outstanding and will be entitled to the
benefits of the Indenture;
(iv) the direction by the Company to the Owner
Trustee to authenticate and execute the Certificates has been
duly authorized by the Company;
(v) each Basic Document to which the Company or
AHFC is a party has been duly authorized, executed and
delivered by the Company and AHFC, respectively;
(vi) no consent, approval, authorization or order
of, or filing with any governmental agency or body or any
court is required for the execution, delivery and performance
by the Company of this Agreement and the Basic Documents to
which it is a party, for the execution, delivery and
performance by AHFC of the Basic Documents to which it is a
party or for the consummation of the transactions contemplated
by this Agreement or the Basic Documents, except for (A) such
as have been obtained and made under the Act, (B) such as may
be required under state securities laws and (C) such
authorizations, approvals or consents specified in such
opinion as are in full force and effect as of the Effective
Date and the Closing Date;
-10-
<Page>
(vii) the execution, delivery and performance of
this Agreement and the Basic Documents by the Company and the
execution, delivery and performance of the Basic Documents by
AHFC will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of AHFC or the
Company pursuant to the terms of the Certificate of
Incorporation or the By-Laws of AHFC or the Company or, to the
best of such counsel's knowledge and information, any statute,
rule, regulation or order of any governmental agency or body,
or any court having jurisdiction over AHFC or the Company or
their respective properties, or any agreement or instrument
known to such counsel after due investigation to which AHFC or
the Company is a party or by which AHFC or the Company or any
of their respective properties is bound;
(viii) such counsel has no reason to believe that
the Registration Statement or any amendment thereto, as of its
effective date or as of such Closing Date, contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the
Prospectus or any amendment or supplement thereto, as of its
issue date or as of such Closing Date, contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; the Registration
Statement and the Prospectus complies in all material respects
with the requirements of the Act and the rules and regulations
promulgated thereunder; and such counsel does not know of any
legal or governmental proceedings required to be described in
the Registration Statement or the Prospectus which are not
described as required or of any contracts or documents of a
character required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as
required; it being understood that such counsel need express
no opinion as to the financial statements or other financial,
numerical, statistical and quantitative information contained
in the Registration Statement or the Prospectus;
(ix) the statements in the Registration Statement
under the heading "CERTAIN LEGAL ASPECTS OF THE RECEIVABLES",
to the extent they constitute statements of matters of law or
legal conclusions with respect thereto, are correct in all
material respects;
(x) such counsel is familiar with AHFC's
standard operating procedures relating to AHFC's acquisition
of a perfected first priority security interest in the
vehicles financed by AHFC pursuant to retail installment sale
contracts in the ordinary course of AHFC's business; assuming
that AHFC's standard procedures are followed with respect to
the perfection of security interests in the Financed Vehicles
(and such counsel has no reason to believe that AHFC has not
or will not continue to follow its standard procedures in
connection
-11-
<Page>
with the perfection of security interests in the Financed
Vehicles), AHFC has acquired or will acquire a perfected
first priority security interest in the Financed Vehicles;
(xi) assuming that the Receivables are in
substantially one of the forms attached to such opinion, the
Receivables are "chattel paper" as defined in the UCC as in
effect in the States of New York and California; and
(xii) immediately prior to the sale of Receivables
by AHFC to the Company pursuant to the Receivables Purchase
Agreement, AHFC was the sole owner of all right, title and
interest in, to and under the Receivables and the other
property to be transferred by it to the Company. AHFC has full
power and authority to sell and assign the property to be sold
and assigned to the Company pursuant to the Receivables
Purchase Agreement and has duly authorized such sale and
assignment to the Company by all necessary corporate action.
(e) The Representative shall have received an opinion of
Dewey Ballantine LLP, special counsel to the Company and AHFC, dated
the Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that:
(i) the Receivables Purchase Agreement either
(A) transfers an ownership interest in the Receivables and the
proceeds thereof (subject to Section 9-315 of the UCC as in
effect in the State of California (the "CALIFORNIA UCC")) from
AHFC to the Company or (B) creates a valid security interest
in AHFC's rights in the Receivables and the proceeds thereof
(subject to Section 9-315 of the California UCC) as security
for the obligations of AHFC thereunder;
(ii) the Sale and Servicing Agreement either (A)
transfers an ownership interest in the Receivables and the
proceeds thereof (subject to Section 9-315 of the California
UCC) from the Company to the Trust or (B) creates a valid
security interest in the Company's rights in the Receivables
and the proceeds thereof (subject to Section 9-315 of the
California UCC) as security for the obligations of the Company
thereunder;
(iii) the Indenture creates a valid security
interest in the Trust's rights in the Receivables and the
proceeds thereof (subject to Section 9-315 of the California
UCC) as security for the obligations of the Trust thereunder;
(iv) the financing statement on Form UCC-1 naming
AHFC as debtor is in appropriate form for filing in the
relevant filing office under the California UCC. Upon the
filing of such financing Statement in the relevant filing
office, the security interest in favor of the Company in the
Receivables and proceeds thereof will be perfected, and no
other security interest of any other creditor of AHFC will be
equal or prior to such security interest;
-12-
<Page>
(v) the financing statement on Form UCC-1 naming
the Company as debtor is in appropriate form for filing in the
relevant filing office under the California UCC. Upon the
filing of such financing statement in the relevant filing
office, the security interest in favor of the Owner Trustee in
the Receivables and proceeds thereof will be perfected, and no
other security interest of any other creditor of the Company
will be equal or prior to such security interest;
(vi) the provisions of the Indenture are
effective to create in favor of the Indenture Trustee, a valid
security interest (as such term is defined in Section 1-201 of
the California UCC) in the Receivables and proceeds thereof to
secure payment of the Notes;
(vii) the Trust Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended
(the "TRUST INDENTURE ACT");
(viii) the Indenture has been duly qualified under
the Trust Indenture Act;
(ix) the Registration Statement was declared
effective under the Act as of the date specified in such
opinion, the Prospectus either was filed with the Commission
pursuant to the subparagraph of Rule 424(b) specified in such
opinion on the date specified therein or was included in the
Registration Statement, and, to the best of the knowledge of
such counsel, no stop order suspending the effectiveness of
the Registration Statement or any part thereof has been issued
and no proceedings for that purpose have been instituted or
are pending or contemplated under the Act, and the
Registration Statement and the Prospectus, and each amendment
or supplement thereof, as of their respective effective or
issue dates, complies as to form in all material respects with
the requirements of the Act and the Rules and Regulations;
(x) each of the Receivables Purchase Agreement,
the Control Agreement, the Sale and Servicing Agreement and
the Administration Agreement constitutes the legal, valid and
binding agreement of the Company and AHFC, in each case as to
those documents to which it is a party, enforceable against
the Company and AHFC in accordance with their terms (subject
to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws affecting
creditors' rights generally from time to time in effect, and
subject, as to enforceability, to general principles of
equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law) except, as
applicable, that such counsel need not express an opinion with
respect to indemnification or contribution provisions which
may be deemed to be in violation of the public policy
underlying any law or regulation;
(xi) assuming due authorization, execution and
delivery by the Indenture Trustee and the Owner Trustee, the
Indenture constitutes the legal, valid and binding agreement
of the Trust, enforceable against the Trust in accordance
-13-
<Page>
with its terms (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other
similar laws affecting creditors' rights generally from time
to time in effect, and subject, as to enforceability, to
general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at
law) except, as applicable, that such counsel need not express
an opinion with respect to indemnification or contribution
provisions which may be deemed to be in violation of the
public policy underlying any law or regulation;
(xii) neither the Trust nor the Company is and,
after giving effect to the issuance and sale of the Notes and
the Certificates and the application of the proceeds thereof,
as described in the Prospectus, neither the Trust nor the
Company will be, an "investment company" as defined in the
Investment Company Act; and
(xiii) this Agreement has been duly authorized,
executed and delivered by the Company and AHFC.
(f) The Representative shall have received an opinion of
Dewey Ballantine LLP, special tax counsel for the Company, dated the
Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that for
federal income tax purposes (i) the Notes will be characterized as
indebtedness of the Trust that is secured by the Receivables, (ii) the
Trust will not be classified as an association (or publicly traded
partnership) taxable as a corporation and (iii) the statements set
forth in the Prospectus under the headings "SUMMARY--ERISA
Considerations", "ERISA CONSIDERATIONS", "SUMMARY--Tax Status",
"MATERIAL INCOME TAX CONSEQUENCES" and Annex A to the Prospectus,
"Global Clearance, Settlement and Tax Documentation Procedures-Certain
U.S. Federal Income Tax Documentation Requirements", to the extent such
statements constitute matters of law or legal conclusions with respect
thereto, are correct in all material respects.
(g) The Representative shall have received an opinion of
Dewey Ballantine LLP, special tax counsel for the Company, dated the
Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that for
California state franchise and California state income tax purposes (i)
the Notes will be characterized as debt and (ii) the Trust will not be
classified as an association (or publicly traded partnership) taxable
as a corporation.
(h) The Representative shall have received from Stroock &
Stroock & Lavan LLP, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the validity of the
Notes, the Registration Statement, the Prospectus and other related
matters as the Representative may require, and the Company shall have
furnished to such counsel such documents as it may request for the
purpose of enabling it to pass upon such matters.
-14-
<Page>
(i) The Representative shall have received a certificate,
dated the Closing Date, of the Chairman of the Board, the President or
any Vice-President and a principal financial or accounting officer of
each of the Company and AHFC in which such officers, to the best of
their knowledge after reasonable investigation, shall state that: the
representations and warranties of the Company and AHFC in this
Agreement are true and correct in all material respects; the Company or
AHFC, as applicable, has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date in all material respects; the representations
and warranties of the Company or AHFC, as applicable, in the Basic
Documents are true and correct as of the dates specified in such
agreements in all material respects; the Company or AHFC, as
applicable, has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied under such
agreements at or prior to the Closing Date; no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated
by the Commission; and, subsequent to the date of the Prospectus, there
has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition
(financial or otherwise), business, properties or results of operations
of the Company or AHFC or their respective businesses except as set
forth in or contemplated by the Prospectus or as described in such
certificate.
(j) The Representative shall have received an opinion of
Thacher Proffitt & Wood, counsel to the Indenture Trustee, dated the
Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that:
(i) the Indenture Trustee is a banking
association duly incorporated and validly existing under the
laws of the United States of America;
(ii) the Indenture Trustee has the full corporate
trust power to accept the office of indenture trustee under
the Indenture and to enter into and perform its obligations
under the Indenture, the Sale and Servicing Agreement, the
Control Agreement and the Administration Agreement;
(iii) the execution and delivery of the Indenture,
the Control Agreement and the Administration Agreement and the
acceptance of the Sale and Servicing Agreement and the
performance by the Indenture Trustee of its obligations under
the Indenture, the Sale and Servicing Agreement and the
Administration Agreement have been duly authorized by all
necessary corporate action of the Indenture Trustee, and each
has been duly executed and delivered on behalf of the
Indenture Trustee;
(iv) the Indenture, the Sale and Servicing
Agreement, the Control Agreement and the Administration
Agreement constitute valid and binding obligations of the
Indenture Trustee enforceable against the Indenture Trustee in
accordance with their terms under the laws of the State of New
York and Illinois and the federal laws of the United States;
-15-
<Page>
(v) each of the Notes has been duly
authenticated by the Indenture Trustee; and
(vi) neither the consummation by the Indenture
Trustee of the transactions contemplated in the Sale and
Servicing Agreement, the Indenture, the Control Agreement or
the Administration Agreement nor the fulfillment of the terms
thereof by the Indenture Trustee will conflict with, result in
a breach or violation of, or constitute a default under any
law or the charter or By-laws of the Indenture Trustee.
(k) The Representative shall have received an opinion of
Richards, Layton & Finger, counsel to the Owner Trustee, dated the
Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that:
(i) the Owner Trustee has been duly incorporated
and is validly existing as a banking corporation under the
laws of the State of Delaware;
(ii) the Owner Trustee has the power and
authority to execute, deliver and perform its obligations
under the Trust Agreement;
(iii) the Trust Agreement has been duly
authorized, executed and delivered by the Owner Trustee and
constitutes the legal, valid and binding obligation of the
Owner Trustee, enforceable against the Owner Trustee in
accordance with its terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws affecting creditors' rights generally
from time to time in effect, and subject, as to
enforceability, to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in
equity or at law);
(iv) the execution and delivery by the Owner
Trustee of the Trust Agreement and the performance by the
Owner Trustee of its obligations thereunder do not conflict
with, result in a breach or violation of, or constitute a
default under the Articles of Association or By-laws of the
Owner Trustee; and
(v) the execution, delivery and performance by
the Owner Trustee of the Trust Agreement does not require any
consent, approval or authorization of, or any registration or
filing with, any Delaware or United States federal
governmental authority having jurisdiction over the banking or
trust powers of the Owner Trustee, other than those consents,
approvals or authorizations as have been obtained and the
filing of the Certificate of Trust with the Secretary of State
of the State of Delaware, which have been duly filed.
(l) The Representative shall have received an opinion
Richards, Layton & Finger, special Delaware counsel to the Trust, dated
the Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that:
-16-
<Page>
(i) the Trust has been duly formed and is
validly existing and in good standing as a business trust
under the Delaware Business Trust Act, 12 DEL. C. Section
3801, ET SEQ. (the "Delaware Act");
(ii) the Trust has the power and authority under
the Delaware Act and the Trust Agreement to execute and
deliver the Basic Documents to which the Trust is a party, to
issue the Notes and the Certificates, to grant the Collateral
(as such term is defined in the Indenture) to the Indenture
Trustee as security for the Notes and to perform its
obligations under each of said documents;
(iii) the Trust has duly authorized and executed
the Certificates and the Notes, the Owner Trustee has duly
authenticated the Certificates on behalf of the Trust, and
when the Certificates is delivered upon the order of the
Depositor in accordance with the Trust Agreement, the
Certificates will be validly issued and entitled to the
benefits of the Trust Agreement;
(iv) to the extent that Article 9 of the Uniform
Commercial Code as in effect in the State of Delaware (the
"Delaware UCC") is applicable (without regard to conflicts of
laws principles), and assuming that the security interest
created by the Indenture in the Collateral has been duly
created and has attached, upon the filing of the financing
statements set forth in such opinion (the "Delaware Financing
Statements") with the Office of the Secretary of State
(Uniform Commercial Code Division) (the "Division"), the
Indenture Trustee will have a perfected security interest in
the Trust's rights in that portion of the Collateral described
in the Delaware Financing Statements that may be perfected by
the filing of a UCC financing statement with the Division (the
"Filing Collateral") and the proceeds thereof (as defined in
Section 9-102(a)(64) of the Delaware UCC);
(v) the search report referenced in such opinion
will set forth the proper filing office and the proper debtor
necessary to identify those persons who under the Delaware UCC
have on file financing statements against the Trust covering
the Filing Collateral as of the Closing Date. Such search
report identifies no secured party who has filed with the
Division a financing statement naming the Trust as debtor, and
describing the Filing Collateral prior to the Closing Date;
(vi) no refiling or other action is necessary
under the Delaware UCC in order to maintain the perfection of
such security interest except for the filing of continuation
statements at five year intervals;
(vii) assuming for federal income tax purposes
that the Trust will not be classified as an association or a
publicly traded partnership taxable as a corporation, and that
the Notes will be characterized as indebtedness for federal
income tax purposes, then the Trust will not be subject to any
franchise or income
-17-
<Page>
tax under the laws of the State of Delaware, and the Notes
will also be characterized as indebtedness for Delaware tax
purposes;
(viii) the Trust Agreement is the legal, valid and
binding obligation of the parties thereto, enforceable against
such parties, in accordance with its terms (subject to such
exclusions and exceptions as are customary in opinions of this
type);
(ix) under the Delaware Act, the Trust is a
separate legal entity and, assuming that the Sale and
Servicing Agreement conveys good title to the Trust property
to the Trust as a true sale and not as a security arrangement,
the Trust rather than the Certificateholders will hold
whatever title to the Trust property as may be conveyed to it
from time to time pursuant to the Sale and Servicing
Agreement, except to the extent that the Trust has taken
action to dispose of or otherwise transfer or encumber any
part of the Trust property;
(x) under 3805(b) of the Delaware Act, no
creditor of any Certificateholder (as defined in the Trust
Agreement) shall have any right to obtain possession of,
otherwise exercise legal or equitable remedies with respect
to, the property of the Trust except in accordance with the
terms of the Trust Agreement;
(xi) under 3805(c) of the Delaware Act, except to
the extent otherwise provided in the Trust Agreement, a
Certificateholder (including the Company in its capacity as
Depositor under the Trust Agreement) has no interest in
specific Receivables;
(xii) under 3808(a) and (b) of the Delaware Act,
the Trust may not be terminated or revoked by any
Certificateholder, and the dissolution, termination or
bankruptcy of any Certificateholder shall not result in the
termination or dissolution of the Trust, except to the extent
otherwise provided in the Trust Agreement.
(m) The Representative shall have received an opinion of
Dewey Ballantine LLP, counsel to the Company, dated the Closing Date
and satisfactory in form and substance to the Representative and
counsel for the Underwriters, (i) with respect to the characterization
of the transfer of the Receivables by AHFC to the Company and (ii) to
the effect that should AHFC become the debtor in a case under Title 11
of the United States Code (the "BANKRUPTCY CODE") and the Company would
not otherwise properly be a debtor in a case under the Bankruptcy Code,
and if the matter were properly briefed and presented to a court
exercising bankruptcy jurisdiction, the court, exercising reasonable
judgment after full consideration of all relevant factors, should not
order, over the objection of the Certificate holders or the
Noteholders, the substantive consolidation of the assets and
liabilities of the Company with those of AHFC and such opinion shall be
in substantially the form previously discussed with the Representative
and counsel for the
-18-
<Page>
Underwriters and in any event satisfactory in form and in substance to
the Representative and counsel for the Underwriters.
(n) The Representative shall have received evidence
satisfactory to it and its counsel that, on or before the Closing Date,
UCC-1 financing statements have been or are being filed in the office
of the Secretary of State of the state of (i) California reflecting the
transfer of the interest of AHFC in the Receivables and the proceeds
thereof to the Company and the transfer of the interest of the Company
in the Receivables and the proceeds thereof to the Trust and (ii)
Delaware reflecting the grant of the security interest by the Trust in
the Receivables and the proceeds thereof to the Indenture Trustee.
(o) The Representative shall have received an opinion of
Dewey Ballantine LLP, special counsel to the Company, dated the Closing
Date and satisfactory in form and substance to the Representative and
the counsel for the Underwriters to the effect that (i) the provisions
of the Indenture are effective to create a valid security interest in
favor of the Indenture Trustee, to secure payment of the Notes, in all
"securities entitlements" (as defined in Section 8-102(a)(17) of the
New York UCC) with respect to "financial assets" (as defined in Section
8-102(a)(9) of the New York UCC) now or hereafter credited to the
Reserve Account (such securities entitlements, the "SECURITIES
ENTITLEMENTS"), (ii) the provisions of the control agreement for
purposes of Article 8 of the New York UCC are effective to perfect the
security interest of the Indenture Trustee in the Securities
Entitlements and (iii) no security interest of any other creditor of
the Trust will be prior to the security interest of the Indenture
Trustee in such Securities Entitlements.
(p) Each Class of the Notes shall have been rated in the
highest rating category by each of Moody's, Fitch and Standard &
Poor's.
(q) On or prior to the Closing Date, the Certificates
shall have been issued to the Company.
(r) The Representative shall have received from Dewey
Ballantine LLP and each other counsel for the Company, a letter dated
the Closing Date to the effect that the Underwriters may rely upon each
opinion rendered by such counsel to either Standard & Poor's, Moody's
or Fitch in connection with the rating of any Class of the Notes, as if
each such opinion were addressed to the Underwriters.
(s) The Representative shall have received an opinion of
Scott Shea, Esq., counsel to the Company and AHFC, dated the Closing
Date, to the effect that, to the best knowledge of such counsel after
due inquiry, there are no actions, proceedings or investigations to
which the Company or AHFC is a party or that are threatened before any
court, administrative agency or other tribunal having jurisdiction over
AHFC or the Company, (i) that are required to be disclosed in the
Registration Statement, (ii) asserting the invalidity of this
Agreement, any Basic Document, the Notes or the Certificates, (iii)
seeking to prevent the issuance of the Notes or the Certificates or the
consummation of any of the transactions contemplated by this Agreement
or the Basic Documents,
-19-
<Page>
(iv) which might materially and adversely affect the performance by
the Company or AHFC of its obligations under, or the validity or
enforceability of, this Agreement, any Basic Document, the Notes or
the Certificates or (v) seeking adversely to affect the federal
income tax attributes of the Notes as described in the Prospectus
under the heading "MATERIAL FEDERAL INCOME TAX CONSEQUENCES".
The Company will furnish the Representative with such conformed copies
of such opinions, certificates, letters and documents as the Representative
reasonably requests.
The Representative may, in its sole discretion, waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company and AHFC will, jointly and severally,
indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such
underwriter may become subject, under the Act, or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained or incorporated in the
Registration Statement, the Term Sheet, the Prospectus, or any
amendment or supplement thereto or arise out of or are based upon the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that neither
the Company nor AHFC will be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company or AHFC by
any Underwriter through the Representative specifically for use
therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as
such in subsection (b) below; and PROVIDED, FURTHER that with respect
to any untrue statement or omission or alleged untrue statement or
omission made in the Term Sheet, the indemnity agreement contained in
this subsection (a) shall not inure to the benefit of any Underwriter
from whom the person asserting any such losses, claims, damages or
liabilities purchased the Notes concerned, to the extent that the
untrue statement or omission or alleged untrue statement or omission
was eliminated or remedied in the Prospectus, which Prospectus was
required to be delivered by such Underwriter under the Act to such
person and was not so delivered if the Company or AHFC had previously
furnished copies thereof to such Underwriter.
(b) Each Underwriter will severally and not jointly
indemnify and hold harmless the Company and AHFC against any losses,
claims, damages or liabilities to which the Company or AHFC may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are
-20-
<Page>
based upon any untrue statement or alleged untrue statement of any
material fact contained or incorporated in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representative specifically for use therein,
and will reimburse any legal or other expenses reasonably incurred by
the Company or AHFC in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are
incurred, it being understood and agreed that the only such information
furnished by any Underwriter consists of the following information in
the Prospectus furnished on behalf of each Underwriter: the concession
and reallowance figures appearing in the third paragraph under the
caption "Underwriting" and the information contained in the third
paragraph, the second sentence of the fifth paragraph, and the seventh
paragraph under the caption "Underwriting".
(c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under subsection (a) or (b) above,
notify the indemnifying party of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof and after acceptance by the indemnified party of such counsel,
the indemnifying party will not be liable to such indemnified party
under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party if
indemnity could have been sought hereunder by such indemnified party
unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject
matter of such action.
(d) If the indemnification provided for in this Section
is unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other
-21-
<Page>
from the offering of the Notes or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and 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 benefits received by the
Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from
the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by
the Underwriters. The relative fault 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 Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection
(d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has
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 contribution from any person who
was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations
and not joint.
(e) The obligations of the Company or AHFC under this
Section shall be in addition to any liability which the Company or AHFC
may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within
the meaning of the Act; and the obligations of the Underwriters under
this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company or AHFC, to each
officer of the Company and AHFC who has signed the Registration
Statement and to each person, if any, who controls the Company or AHFC
within the meaning of the Act.
8. DEFAULT OF UNDERWRITERS. If any Underwriter or Underwriters
default in their obligations to purchase Notes hereunder on the Closing Date and
the aggregate principal amount of Notes that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
principal amount of Notes that the Underwriters are obligated to purchase on
such Closing Date, the Representative may make arrangements satisfactory to the
Company for the purchase of such Notes by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
nondefaulting Underwriters
-22-
<Page>
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Notes that such defaulting Underwriters agreed but
failed to purchase on such Closing Date. If any Underwriter or Underwriters
so default and the aggregate principal amount of Notes with respect to which
such default or defaults occur exceeds 10% of the total principal amount of
Notes that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representative and the Company for the
purchase of such Notes by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of
any non-defaulting Underwriter or the Company, except as provided in Section
9. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or AHFC or their respective officers and of the
several 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 any Underwriter or the Company or
AHFC or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Notes. If
this Agreement is terminated pursuant to Section 8 or if for any reason the
purchase of the Notes by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company, AHFC and the
Underwriters pursuant to Section 7 shall remain in effect. If the purchase of
the Notes by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the
occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c),
the Company and AHFC, jointly and severally, will reimburse the Underwriters for
all out-of pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Notes.
10. NOTICES. All communications hereunder will be in writing and,
if sent to the Underwriters, will be mailed, delivered or sent by facsimile and
confirmed to the Representative at 390 Greenwich Street, 6th Floor, New York,
New York 10013, Attention: General Counsel, (facsimile: (212) 801-4007), or, if
sent to the Company, will be mailed, delivered or sent by facsimile transmission
and confirmed to it at 700 Van Ness Avenue, Torrance, California 90501,
Attention: John I. Weisickle, (facsimile: (310) 787-3910), and if to AHFC, will
be mailed, delivered or sent by facsimile transmission and confirmed to it at
700 Van Ness Avenue, Torrance, California 90501, Attention: John I. Weisickle,
(facsimile: (310) 787-3910); PROVIDED that any notice to an Underwriter pursuant
to Section 7 will be mailed, delivered or telecopied and confirmed to such
Underwriter.
11. NO BANKRUPTCY PETITION. Each Underwriter agrees that, prior to
the date which is one year and one day after the payment in full of all
securities issued by the Company or by a trust for which the Company was the
depositor which securities were rated by any nationally recognized statistical
rating organization, it will not institute against, or join any other person in
instituting against, the Company any bankruptcy, reorganization, arrangement,
insolvency or
-23-
<Page>
liquidation proceedings or other proceedings under any Federal or state
bankruptcy or similar law.
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. REPRESENTATION OF UNDERWRITERS. The Representative will act
for the several Underwriters in connection with this financing, and any action
under this Agreement taken by the Representative will be binding upon all the
Underwriters.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all such
counterparts shall together constitute one and the same Agreement.
15. APPLICABLE LAW; SUBMISSION TO JURISDICTION.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(b) Each of the Company and AHFC hereby submits to the
nonexclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding
arising out of or relating to this Agreement or the transactions
contemplated hereby.
-24-
<Page>
If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to each of the Company
and AHFC one of the counterparts hereof, whereupon it will become a binding
agreement between the Company, AHFC and the several Underwriters in accordance
with its terms.
Very truly yours,
AMERICAN HONDA
RECEIVABLES CORP.
By: /s/ John I. Weisickle
--------------------------
Name: John I. Weisickle
Title: Vice President, Finance
AMERICAN HONDA
FINANCE CORPORATION
By: /s/ John I. Weisickle
--------------------------
Name: John I. Weisickle
Title: Vice President, Finance
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written:
SALOMON SMITH BARNEY INC., acting on behalf of itself
and as the Representative of the several Underwriters
By: /s/ Christopher Hawke
--------------------------
Name: Christopher Hawke
Title: Vice President
<Page>
<Table>
<Caption>
SCHEDULE A
- -----------------------------------------------------------------------------------------------------------------
Amount of Amount of Amount of Amount of
Class A-1 Class A-2 Class A-3 Class A-4
Underwriter Notes Notes Notes Notes
- -----------------------------------------------------------------------------------------------------------------
Salomon Smith Barney Inc. $154,000,000 $143,500,000 $182,000,000 $71,400,000
- -----------------------------------------------------------------------------------------------------------------
Banc One Capital Markets, Inc. $154,000,000 $143,500,000 $182,000,000 $71,400,000
- -----------------------------------------------------------------------------------------------------------------
Bank of America Securities LLC $33,000,000 $30,750,000 $39,000,000 $15,300,000
- -----------------------------------------------------------------------------------------------------------------
Barclays Capital Inc. $33,000,000 $30,750,000 $39,000,000 $15,300,000
- -----------------------------------------------------------------------------------------------------------------
J.P. Morgan Securities Inc. $33,000,000 $30,750,000 $39,000,000 $15,300,000
- -----------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner &
Smith Incorporated $33,000,000 $30,750,000 $39,000,000 $15,300,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Total: $440,000,000 $410,000,000 $520,000,000 $204,000,000
- -----------------------------------------------------------------------------------------------------------------
</Table>