CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN HONDA RECEIVABLES CORP.,
a CALIFORNIA corporation
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Y. Kohama and R. Nakamura hereby certify that:
1. They are the duly elected and acting president and secretary,
respectively, of AMERICAN HONDA RECEIVABLES CORP., a California Corporation.
2. The Articles of Incorporation of this corporation are amended and
restated in full to read as set forth in Exhibit A hereto, which is incorporated
herein by this reference and made a part hereof.
3. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.
4. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of Shareholders in
accordance with Section 902 of the California General Corporation Law; the
total number of outstanding shares of each class entitled to vote with
respect to the amendment and restatement of the Articles of Incorporation was
1,000; and the number of shares of each class voting in favor of the
amendment and restatement equaled or exceeded the vote required, such
required vote being a majority of the outstanding shares of the Corporation.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and
correct of our own knowledge.
Dated: July 5, 1995
/s/ Y. Kohama
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Y. Kohama, President
/s/ R. Nakamura
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R. Nakamura, Secretary
Exhibit A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERICAN HONDA RECEIVABLES CORP.
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ARTICLE I
NAME
The name of the corporation is American Honda Receivables Corp.
ARTICLE II
PURPOSE OF CORPORATION
(a) Subject to paragraph (b) below, the purpose of the corporation (the
"Corporation") is to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of California
other than the banking business, the trust company business or the practice
of a profession permitted to be incorporated by the California Corporations
Code.
(b) Notwithstanding paragraph (a) above, the purpose of the Corporation
is limited to the following purposes, and activities incident to and
necessary or convenient to accomplish the following purposes: (i) to acquire,
own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise
deal with, new and used automobiles, light duty trucks and minivans (the
"Receivables"); (ii) to authorize, issue, sell and deliver one or more series
of obligations, consisting of one or more classes of certificates or notes or
other evidence of indebtedness (the "Securities") that are collateralized by
or evidence an interest in the Receivables; and (iii) negotiate, authorize,
execute, deliver and assume the obligations of any agreement relating to the
activities set forth in clauses (i) and (ii) above, including but not limited
to any pooling and servicing agreement, indenture, reimbursement agreement,
credit support agreement, receivables purchase agreement or underwriting
agreement and to engages in any lawful activity which is incidental to the
activities contemplated by any such agreement. So long as any outstanding
debt of the Corporation or Securities are rated by any nationally recognized
statistical rating organization, the Corporation shall not issue notes or
otherwise borrow money unless (A) the Corporation has made a written request
to the related nationally recognized statistical rating organization to issue
notes or incur borrowings which notes or borrowings are rated by the related
nationally recognized statistical rating organization the same as or higher
than the rating afforded such rated debt or Securities, or (B) such notes or
borrowings (I) are fully subordinated (and which shall provide for payment
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only after payment in respect of all outstanding rated debt and/or
Securities) or are nonrecourse against any assets of the Corporation other
than the assets pledged to secure such notes or borrowings, (2) do not
constitute a claim against the Corporation in the event such assets are
insufficient to pay such notes or borrowings, and (3) where such notes or
borrowings are secured by the rated debt or Securities, are fully
subordinated (and which shall provide for payment only after payment in
respect of all outstanding rated debt and/or Securities) to such rated debt
or Securities.
ARTICLE III
Reserved
ARTICLE IV
CAPITAL STOCK
The Corporation shall have one class of stock designated as Common
Stock, and the total number of shares of stock of that class that the
Corporation shall have authority to issue is 1,000 shares of no par stock. No
shareholder shall have any preemptive right to acquire additional shares of
the Corporation.
ARTICLE V
INDEPENDENT DIRECTORS
The Corporation shall at all times, except as noted hereafter, have at
least two Directors (each, an "Independent Director") who is not (a) a
director, officer or employee of any affiliate of the Corporation; (b) a
person related to any officer or director of any affiliate of the
Corporation; (c) a holder (directly or indirectly) of more than 10% of any
voting securities of any affiliate of the Corporation; or (d) a person
related to a holder (directly or indirectly) of more than 10% of any voting
securities of any affiliate of the Corporation. In the event of the death,
incapacity, resignation or removal of all Independent Directors, the Board of
Directors shall promptly appoint an Independent Director for each Independent
Director whose death, incapacity, resignation or removal caused the related
vacancy on the Board of Directors; provided, however, that the Board of
Directors shall not vote on any matter unless and until at least two
Independent Directors have been duly appointed to serve on the Board.
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ARTICLE VI
LIMITATIONS ON ACTIONS BY THE CORPORATION
Notwithstanding any other provision of these Articles and any provision
of law, the Corporation shall not do any of the following:
(a) engage in any business or activity other than as set forth in
Article II hereof;
(b) without the affirmative vote of a majority of the members of the
Board of Directors of the Corporation (which must include the affirmative
vote of all duly appointed Independent Directors), (i) dissolve or liquidate,
in whole or in part, or institute proceedings to be adjudicated bankrupt or
insolvent, (ii) consent to the institution of bankruptcy or insolvency
proceedings against it, (iii) file a petition seeking or consent for
reorganization or relief under any applicable federal or state law relating
to bankruptcy, (iv) consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Corporation
or a substantial part of its property, (v) make a general assignment for the
benefit of creditors, (vi) admit in writing its inability to pay its debts
generally as they become due, or (vii) take any corporate action in
furtherance of the actions set forth in clauses (i) through (vi) of this
paragraph; provided, however, that no director may be required by any
shareholder of the Corporation to consent to the institution of bankruptcy or
insolvency proceedings against the Corporation so long as it is solvent; or
(c) without the unanimous affirmative vote of the members of the Board
of Directors of the Corporation, merge or consolidate with any other
corporation, company or entity or sell all or substantially all of its assets
or acquire all or substantially all of the assets or capital stock or other
ownership interest of any other corporation, company or entity, except for the
acquisition of Receivables of American Honda Finance Corporation ("American
Honda") and the sale of Receivables to one or more trusts in accordance with
the terms of Article II(b) hereof, on which there shall be no such
restriction.
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ARTICLE VII
INTERNAL AFFAIRS
The Corporation shall insure at all times that (a) it maintains separate
corporate records and books of account from those of American Honda, and (b)
except as permitted by contract between the Corporation and American Honda
with respect to deposits in certain accounts of collections of trade
receivables of American Honda that were not sold to the Corporation pursuant
to an agreement between them, which will be promptly remitted to the owner
thereof, none of the Corporation's assets will be commingled with those of
American Honda or any of their affiliates.
ARTICLE VIII
AMENDMENTS
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles in any manner now or hereafter provided
herein or by statute; and, except as provided with respect to the
indemnification of directors, all rights, preferences and privileges
conferred by these Articles upon shareholders, directors or any other person
are granted subject to such right; provided, however, that the Corporation
shall not amend, alter, change or repeal any provision of Articles II and V
through VIII (the "Restricted Articles") without the unanimous vote of the
full Board of Directors and provided, further, that the Corporation shall not
amend or change any Article so as to be inconsistent with the Restricted
Articles.
ARTICLE IX
LIABILITY OF DIRECTORS FOR MONETARY DAMAGES; INDEMNIFICATION
(a) The liability of the Directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
(b) The Corporation is authorized to provide indemnification of the
Directors and other agents of the Corporation (as defined in Section 317 of
the California General Corporation Law) through Bylaw provisions, agreements
with agents, vote of shareholders or disinterested directors, or otherwise,
in excess of the indemnification otherwise permitted by Section 317 of the
California General Corporation Law, subject only to the applicable limits set
forth in Section 204 of the California General Corporation Law.
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