EXECUTION COPY
HONDA AUTO RECEIVABLES 2002-1 OWNER TRUST,
as Issuer,
AMERICAN HONDA FINANCE CORPORATION,
as Administrator,
AMERICAN HONDA RECEIVABLES CORP.,
as Depositor,
and
JPMorgan Chase Bank,
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of January 1, 2002
TABLE OF CONTENTS
Page
----
Section 1.01 Capitalized Terms; Interpretive Provisions................... 1
Section 1.02 Duties of the Administrator.................................. 2
Section 1.03 Records...................................................... 7
Section 1.04 Compensation................................................. 7
Section 1.05 Additional Information to be Furnished to the Issuer......... 7
Section 1.06 Independence of the Administrator............................ 8
Section 1.07 No Joint Venture............................................. 8
Section 1.08 Other Activities of Administrator............................ 8
Section 1.09 Term of Agreement; Resignation and Removal of Administrator.. 8
Section 1.10 Action Upon Termination, Resignation or Removal.............. 9
Section 1.11 Notices...................................................... 9
Section 1.12 Amendments................................................... 10
Section 1.13 Successors and Assigns....................................... 10
Section 1.14 Governing Law................................................ 10
Section 1.15 Headings..................................................... 11
Section 1.16 Counterparts................................................. 11
Section 1.17 Severability................................................. 11
Section 1.18 Limitation of Liability of Owner Trustee and Indenture
Trustee................................................. 11
Section 1.19 Third-Party Beneficiary...................................... 11
Section 1.20 Rights of the Indenture Trustee.............................. 11
EXHIBITS
Exhibit A - Form of Power of Attorney ...................................... A-1
This Administration Agreement, dated as of January 1, 2002 (the
"Agreement"), is among Honda Auto Receivables 2002-1 Owner Trust, as issuer (the
"Issuer"), American Honda Finance Corporation ("AHFC"), as administrator (in
such capacity, the "Administrator"), American Honda Receivables Corp. ("AHRC"),
as depositor (in such capacity, the "Depositor"), and JPMorgan Chase Bank, as
indenture trustee (the "Indenture Trustee").
WHEREAS, the Issuer was created pursuant to the Amended and Restated
Trust Agreement, dated as of January 29, 2002 (the "Trust Agreement"), among the
Depositor, U.S. Bank National Association, as owner trustee (the "Owner
Trustee") and U.S. Bank Trust National Association, as Delaware Trustee;
WHEREAS, the Issuer is issuing 1.82% Asset Backed Notes, Class A-1,
2.55% Asset Backed Notes, Class A-2, 3.50% Asset Backed Notes, Class A-3 and
4.22% Asset Backed Notes, Class A-4 (collectively, the "Notes") pursuant to an
Indenture, dated as of the date hereof (the "Indenture"), between the Issuer and
the Indenture Trustee;
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and of certain beneficial ownership interests of
the Issuer, including (i) the Indenture, (ii) a Sale and Servicing Agreement,
dated as of the date hereof (the "Sale and Servicing Agreement"), among the
Issuer, AHRC, as transferor (in such capacity, the "Seller"), and AHFC, as
servicer (in such capacity, the "Servicer"), and (iii) a Letter of
Representations, dated January 29, 2002 (the "Note Depository Agreement" and,
together with this Agreement, the Indenture, the Sale and Servicing Agreement,
the Control Agreement and the Trust Agreement, the "Related Documents"), among
the Issuer, the Indenture Trustee and The Depository Trust Company;
WHEREAS, pursuant to the Related Documents, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (i) the Notes
and the collateral therefor pledged pursuant to the Indenture (the "Collateral")
and (ii) the beneficial ownership interests in the Issuer (the registered
holders of such interests being referred to herein as the "Owners");
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the other Related Documents as
the Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Capitalized Terms; Interpretive Provisions.
(a) Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto or incorporated by reference in the Sale and
Servicing Agreement, the
Trust Agreement or the Indenture, as the case may be. Whenever used herein,
unless the context otherwise requires, the following words and phrases shall
have the following meanings:
"Agreement" means this Administration Agreement, as amended,
supplemented or modified from time to time.
"Related Documents" has the meaning set forth in the Preamble.
(b) For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used in this
Agreement include, as appropriate, all genders and the plural as well as the
singular, (ii) references to this Agreement include all Exhibits hereto, (iii)
references to words such as "herein", "hereof" and the like shall refer to this
Agreement as a whole and not to any particular part, Article or Section within
this Agreement, (iv) the term "include" and all variations thereof shall mean
"include without limitation", (v) the term "or" shall include "and/or" and (vi)
the term "proceeds" shall have the meaning ascribed to such term in the UCC.
Section 1.02 Duties of the Administrator.
(a) The Administrator agrees to perform all its duties as Administrator
and, except as specifically excluded herein, agrees to perform all the duties of
the Issuer and the Owner Trustee under the Related Documents. In addition, the
Administrator shall consult with the Owner Trustee regarding the duties of the
Issuer or the Owner Trustee under the Related Documents. The Administrator shall
monitor the performance of the Issuer and shall advise the Owner Trustee when
action is necessary to comply with the respective duties of the Issuer and the
Owner Trustee under the Related Documents. The Administrator shall prepare for
execution by the Issuer or the Owner Trustee, or shall cause the preparation by
other appropriate persons of, all such documents, reports, notices, filings,
instruments, certificates and opinions that it shall be the duty of the Issuer
or the Owner Trustee to prepare, file or deliver pursuant to the Related
Documents. In furtherance of the foregoing, the Administrator shall take (or, in
the case of the immediately preceding sentence, cause to be taken) all
appropriate action that the Issuer or the Owner Trustee is required to take
pursuant to the Indenture including, without limitation, such of the foregoing
as are required with respect to the following matters under the Indenture
(references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and
instruments required for execution and authentication of the Notes and
delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give
the Indenture Trustee notice of any appointment of a new Note Registrar
and the location, or change in location, of the Note Register (Section
2.04);
(iii) the notification of Noteholders and the Rating Agencies of
the final principal payment on the Notes (Section 2.07(b));
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(iv) the fixing or causing to be fixed of any special record date
and the notification of the Indenture Trustee and Noteholders with
respect to special payment dates, if any (Section 2.07(c));
(v) the preparation of Definitive Notes in accordance with the
instructions of the Clearing Agency (Section 2.11);
(vi) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release
of collateral (Section 2.12);
(vii) the duty to cause newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 3.03);
(viii) the direction to the Indenture Trustee to deposit monies
with Paying Agents, if any, other than the Indenture Trustee (Section
3.03);
(ix) the obtaining and preservation of the Issuer's
qualifications to do business, including under the Pennsylvania Motor
Vehicle Sale Finance Act (Section 3.04);
(x) the preparation of all supplements and amendments to the
Indenture and all financing statements, continuation statements,
instruments of further assurance and other instruments and the taking
of such other action as are necessary or advisable to protect the Owner
Trust Estate (Section 3.05);
(xi) the delivery of the Opinion of Counsel on the Closing Date
and the annual delivery of Opinions of Counsel as to the Owner Trust
Estate, and the annual delivery of the Officer's Certificate and
certain other statements as to compliance with the Indenture (Sections
3.06 and 3.09);
(xii) the identification to the Indenture Trustee in an Officer's
Certificate of a Person with whom the Issuer has contracted to perform
its duties under the Indenture (Section 3.07(b));
(xiii) the notification of the Indenture Trustee and the Rating
Agencies of each Servicer Default and, if such Servicer Default arises
from the failure of the Servicer to perform any of its duties or
obligations under the Servicing Agreement with respect to the
Receivables, the taking of all reasonable steps available to remedy
such failure (Section 3.07(d));
(xiv) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations upon the
merger or consolidation of the Issuer under the Indenture and the
obtaining of the Opinion of Counsel and the Officer's Certificate
relating thereto (Section 3. 10);
(xv) the duty to cause the Servicer to comply with Sections 3.10,
3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement
(Section 3.14);
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(xvi) the delivery of written notice to the Indenture Trustee and
each Rating Agency of each Event of Default and each default by the
Servicer or the Seller under the Sale and Servicing Agreement (Section
3.19);
(xvii) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officer's Certificate and the obtaining of the Opinion of Counsel and
the Independent Certificate relating thereto (Section 4.01);
(xviii) the compliance with Section 5.04 of the Indenture with
respect to the sale of the Owner Trust Estate in a commercially
reasonable manner if an Event of Default shall have occurred and be
continuing (Section 5.04);
(xix) the preparation and delivery of notice to Noteholders of
the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.08);
(xx) the preparation and delivery to each Noteholder such
information as may be required to enable such holder to prepare its
federal and state income tax returns (Section 6.06);
(xxi) the preparation of any written instruments required to
confirm more fully the authority of any co-trustee or separate trustee
and any written instruments necessary in connection with the
resignation or removal of the Indenture Trustee or any co-trustee or
separate trustee (Sections 6.08 and 6. 10);
(xxii) the furnishing of the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture Trustee
is not the Note Registrar (Section 7.01);
(xxiii) the preparation and, after execution by the Issuer, the
filing with the Commission, any applicable state agencies and the
Indenture Trustee of documents required to be filed on a periodic basis
with, and summaries thereof as may be required by rules and regulations
prescribed by, the Commission and any applicable state agencies and the
transmission of such summaries, as necessary, to the Noteholders
(Section 7.03);
(xxiv) the opening of one or more accounts in the Issuer's name
and the taking of all other actions necessary with respect to
investment and reinvestment of funds in the Accounts (Sections 8.02 and
8.03);
(xxv) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Owner Trust Estate
(Sections 8.04 and 8.05);
(xxvi) the preparation of Issuer Requests, the obtaining of
Opinions of Counsel and the certification to the Indenture Trustee with
respect to the execution of supplemental indentures and the mailing to
the Noteholders of notices with respect to such supplemental indentures
(Sections 9.01 and 9.02);
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(xxvii) the execution and delivery of new Notes conforming to any
supplemental indenture (Section 9.06);
(xxviii) the duty to notify Noteholders and the Rating Agencies
of redemption of the Notes or to cause the Indenture Trustee to provide
such notification (Sections 10.01 and 10.02);
(xxix) the preparation and delivery of all Officer's
Certificates, Opinions of Counsel and Independent Certificates with
respect to any requests by the Issuer to the Indenture Trustee to take
any action under the Indenture (Section 11.01(a));
(xxx) the preparation and delivery of Officer's Certificates and
the obtaining of Independent Certificates, if necessary, for the
release of property from the Lien of the Indenture (Section 11.01(b));
(xxxi) the notification of each Rating Agency, upon the failure
of the Issuer, the Owner Trustee or the Indenture Trustee to give such
notification, of the information required pursuant to Section 11.04 of
the Indenture (Section 11.04); and
(xxxii) the recording of the Indenture, if applicable (Section
11.15).
(b) The Administrator shall:
(i) pay from time to time reasonable compensation to (A) the
Indenture Trustee for all services rendered by the Indenture Trustee
under the Basic Documents and (B) the Owner Trustee for all services
rendered under the Trust Agreement (in each case which compensation
shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);
(ii) except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Indenture
Trustee in accordance with any provision of the Basic Documents
(including the reasonable compensation, expenses and disbursements of
its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its willful misconduct, negligence or
bad faith;
(iii) except as otherwise expressly provided in the third
sentence of Section 7.01 of the Trust Agreement, reimburse the Owner
Trustee and the Delaware Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Owner
Trustee and the Delaware Trustee in accordance with any provision of
the Trust Agreement (including reasonable compensation, expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its willful
misconduct, gross negligence or bad faith; and
(iv) indemnify the Indenture Trustee, the Delaware Trustee, the
Owner Trustee and their respective agents for, and hold them harmless
against, any loss, liability or expense incurred without negligence
(or, in the case of the Owner Trustee or the Delaware Trustee only,
gross negligence), willful misconduct or bad faith on their part,
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arising out of or in connection with the acceptance or administration
of the transactions contemplated by the Basic Documents, as the case
may be, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties thereunder.
The obligations of the Administrator under this Section 1.02(b) shall
survive the termination of this agreement.
(c) In addition to the duties set forth in Sections 1.02(a) and (b),
the Administrator shall perform such calculations and shall prepare or shall
cause the preparation by other appropriate Persons of, and shall execute on
behalf of the Issuer or the Owner Trustee, all such documents, notices, reports,
filings, instruments, certificates and opinions that the Issuer or the Owner
Trustee are required to prepare, file or deliver pursuant to the Related
Documents, and at the request of the Owner Trustee shall take all appropriate
action that the Issuer or the Owner Trustee are required to take pursuant to the
Related Documents. In furtherance thereof, the Owner Trustee shall, on behalf of
itself and of the Issuer, execute and deliver to the Administrator and to each
successor Administrator appointed pursuant to the terms hereof, one or more
powers of attorney substantially in the form of Exhibit A hereto, appointing the
Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the
purpose of executing on behalf of the Owner Trustee and the Issuer all such
documents, reports, filings, instruments, certificates and opinions. Subject to
Section 1.06, and in accordance with the directions of the Owner Trustee, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral (including the Related
Documents) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.
(d) Notwithstanding anything in this Agreement or the Related Documents
to the contrary, the Administrator shall be responsible for promptly notifying
the Owner Trustee in the event that any withholding tax is imposed on the
Issuer's payments (or allocations of income) to a Trust Certificateholder as
contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall
specify the amount of any withholding tax required to be withheld by the Owner
Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents
to the contrary, the Administrator shall be responsible for performance of the
duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement
with respect to, among other things, accounting and reports to Owners; provided,
however, that the Owner Trustee shall retain responsibility for the distribution
of the Schedule K-1's, necessary to enable each Owner to prepare its federal and
state income tax returns.
(f) The Administrator shall perform any duties expressly required to be
performed by the Administrator under the Trust Agreement.
(g) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its Affiliates; provided, however, that the terms
of any such transactions or dealings shall be in
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accordance with any directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be available
from unaffiliated parties.
(h) With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action, the
Administrator shall have notified the Owner Trustee of the proposed action and
the Owner Trustee shall not have withheld consent or provided an alternative
direction. For the purpose of the preceding sentence, "non-ministerial matters"
shall include:
(i) the amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the
Issuer (other than in connection with the collection of the
Receivables);
(iii) the amendment, change or modification of the Basic
Documents;
(iv) the appointment of successor Note Registrars, successor
Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or successor
Servicers, or the consent to the assignment by the Note Registrar, any
Paying Agent or Indenture Trustee of its obligations under the
Indenture; and
(v) the removal of the Indenture Trustee.
(i) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (i) make any payments
to the Noteholders under the Related Documents, (ii) sell the Owner Trust
Estate pursuant to Section 5.04 of the Indenture, (iii) take any other action
that the Issuer directs the Administrator not to take on its behalf or (iv)
take any other action which may be construed as having the effect of varying
the investment of the Trust Certificateholders.
Section 1.03 Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer
and the Depositor at any time during normal business hours.
Section 1.04 Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to an annual
payment of compensation which shall be solely an obligation of the Depositor.
Section 1.05 Additional Information to be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
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Section 1.06 Independence of the Administrator. For all purposes of
this Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.
Section 1.07 No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Administrator and either the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
Section 1.08 Other Activities of Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an
administrator for any other Person or entity, even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.
Section 1.09 Term of Agreement; Resignation and Removal of
Administrator. This Agreement shall continue in force until the dissolution of
the Issuer, upon which event this Agreement shall automatically terminate.
(a) Subject to Sections 1.09(d) and 1.09(e), the Administrator may
resign its duties hereunder by providing the Issuer with at least 60 days' prior
written notice.
(b) Subject to Sections 1.09(d) and 1.09(e), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(c) Subject to Sections 1.09(d) and 1.09(e), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur:
(i) the Administrator shall default in the performance of any of
its duties under this Agreement and, after notice of such default,
shall not cure such default within ten days (or, if such default cannot
be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);
(ii) the existence of any proceeding or action, or the entry of a
decree or order for relief by a court or regulatory authority having
jurisdiction over the Administrator in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Administrator or of any substantial part
of its property, or ordering the winding up or liquidation of the
affairs of the Administrator and the continuance of any such action,
proceeding, decree or order unstayed and, in the case of any such order
or decree, in effect for a period of 90 consecutive days; or
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(iii) the commencement by the Administrator of a voluntary case
under the federal bankruptcy laws, as now or hereafter in effect, or
the consent by the Administrator to the appointment of or taking of
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Administrator or of any
substantial part of its property or the making by the Administrator of
an assignment for the benefit of creditors or the failure by the
Administrator generally to pay its debts as such debts become due or
the taking of corporate action by the Administrator in furtherance of
any of the foregoing.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) above shall occur, it shall give written notice thereof to the
Issuer and the Indenture Trustee within seven days after the occurrence of
such event.
(d) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.
(e) The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.
(f) Subject to Sections 1.09(d) and 1.09(e), the Administrator
acknowledges that upon the appointment of a successor Servicer pursuant to the
Sale and Servicing Agreement, the Administrator shall immediately resign and
such successor Servicer shall automatically become the Administrator under this
Agreement.
Section 1.10 Action Upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to the first
sentence of Section 1.09 or the resignation or removal of the Administrator
pursuant to Section 1.09(a), (b) or (c), respectively, the Administrator shall
be entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
forthwith upon such termination pursuant to the first sentence of Section 1.09
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the
resignation or removal of the Administrator pursuant to Section 1.09(a), (b) or
(c), respectively, the Administrator shall cooperate with the Issuer and take
all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.
Section 1.11 Notices. All demands, notices and communications hereunder
shall be in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by telecopier (followed by hard copy by overnight delivery), and
addressed in each case as follows: (a) if to the Issuer or the Owner Trustee,
to: U.S. Bank National Association, 400 North Michigan Avenue, 2nd Floor,
Chicago, Illinois 60611, Attention: Patricia M. Child, (b) if to the
Administrator, to: American Honda Finance Corporation, 700 Van Ness Avenue,
Building 300, Torrance, California 90501, Attention: President; (c) if to the
Depositor, to: American Honda Receivables Corp., 700 Van Ness Avenue, Building
300, Torrance, California 90501, Attention: President; and (d) if to the
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Indenture Trustee, to: JPMorgan Chase Bank, 450 West 33rd Street, 14th Floor,
New York, New York 10001, Attention: Institutional Trust Services, Honda 2002-1;
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.
Section 1.12 Amendments. This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the parties hereto,
with the written consent of the Owner Trustee but without the consent of the
Noteholders or the Certificateholders, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, that such amendment will not, in the Opinion of
Counsel satisfactory to the Indenture Trustee, materially and adversely affect
the interest of any of the Noteholders or the Certificateholders. This Agreement
may also be amended by the parties hereto with the written consent of the Owner
Trustee and the Holders of Notes evidencing at least a majority of the
Outstanding Amount and the Holders of Trust Certificates evidencing at least a
majority of the Percentage Interests evidenced by the Trust Certificates for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Noteholders or the Certificateholders; provided, however, that no such
amendment may (i) increase or reduce in any manner the amount of, or accelerate
or delay the timing of, collections of payments on the Receivables or
distributions that are required to be made for the benefit of the Noteholders or
the Certificateholders or (ii) reduce the aforesaid percentage of the Holders of
Notes and Trust Certificates which are required to consent to any such
amendment, without the consent of the Holders of all outstanding Notes and Trust
Certificates. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Depositor, which permission shall
not be unreasonably withheld.
Section 1.13 Successors and Assigns. This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Issuer and the Owner Trustee and subject to the satisfaction of
the Rating Agency Condition in respect thereof. An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the assignee hereunder
in the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided, that such successor organization
executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee
an agreement, in form and substance reasonably satisfactory to the Owner Trustee
and the Indenture Trustee, in which such corporation or other organization
agrees to be bound hereunder by the terms of said assignment in the same manner
as the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
Section 1.14 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE
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DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE DUTIES OF THE INDENTURE
TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 1.15 Headings. The headings of the various Sections herein are
for convenience of reference only and shall not define or limit any of the terms
or provisions hereof.
Section 1.16 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 1.17 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 1.18 Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by U.S. Bank National Association, in its
capacity as Owner Trustee of the Issuer and in no event shall U.S. Bank National
Association, in its individual capacity or any beneficial owner of the Issuer
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Agreement, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles Six, Seven and Eight of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been executed by JPMorgan Chase Bank in its capacity as Indenture
Trustee under the Indenture and in no event shall JPMorgan Chase Bank in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
Section 1.19 Third-Party Beneficiary. The Owner Trustee and the
Delaware Trustee are third-party beneficiaries to this Agreement and are
entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if they were a party hereto.
Section 1.20 Rights of the Indenture Trustee. The Indenture Trustee
shall be afforded the same rights, protections, immunities and indemnities set
forth in the Indenture as if specifically set forth herein.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
HONDA AUTO RECEIVABLES 2002-1 OWNER TRUST,
as Issuer
By: U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Melissa A. Rosal
-----------------------------
Name: Melissa A. Rosal
Title: Vice President
AMERICAN HONDA RECEIVABLES CORP.
as Depositor
By: /s/ Y. Kohama
-----------------------------
Name: Y. Kohama
Title: President
JPMorgan Chase Bank,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ Ryan Biasi
-----------------------------
Name: Ryan Biasi
Title: Trust Officer
AMERICAN HONDA FINANCE CORPORATION,
as Administrator
By: /s/ Y. Kohama
-----------------------------
Name: Y. Kohama
Title: President
EXHIBIT A
POWER OF ATTORNEY PURSUANT TO
SECTION 1.02(c) OF ADMINISTRATION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that U.S. Bank National Association
(the "Grantor"), located at 400 North Michigan Avenue, 2nd Floor, Chicago,
Illinois 60611, as owner trustee of Honda Auto Receivables 2002-1 Owner Trust, a
Delaware business trust (the "Issuer"), does hereby appoint American Honda
Finance Corporation, a California corporation (the "Grantee"), located at 700
Van Ness Avenue, Building 300, Torrance, California 90501, as its
attorney-in-fact with full power of substitution and hereby authorizes and
empowers the Grantee, in the name of and on behalf of the Grantor or the Issuer,
to take the following actions from time to time with respect to the duties of
the Administrator under the Administration Agreement, dated as of January 1,
2002 (the "Administration Agreement"), among the Issuer, the Administrator,
American Honda Receivables Corp., as depositor and JPMorgan Chase Bank, as
indenture trustee, for the purpose of executing on behalf of the Grantor or the
Issuer all such documents, reports, filings, instruments, certificates and
opinions required pursuant to the Related Documents:
The Grantee is hereby empowered to do any and all lawful acts necessary
or desirable to effect the performance of the duties under the Administration
Agreement and the Grantor hereby ratifies and confirms any and all lawful acts
the Grantee shall undertake pursuant to and in conformity with this Power of
Attorney.
This Power of Attorney is revocable in whole or in part as to the
powers herein granted upon notice by the Grantor. If not earlier revoked, this
Power of Attorney shall expire completely or, if so indicated, in part, upon the
earlier of (i) the termination of the amended and restated trust agreement,
dated January 29, 2002 (the "Trust Agreement"), among American Honda Receivables
Corp., as depositor, the Grantor, as owner trustee, and U.S. Bank Trust National
Association, as Delaware Trustee, or (ii) the termination of the Administration
Agreement, as each may be amended, restated or supplemented from time to time.
Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Trust Agreement or the Administration
Agreement, as the case may be.
THIS POWER OF ATTORNEY SHALL BE CREATED UNDER AND GOVERNED AND
CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK.
The Grantor executes this Power of Attorney with the intent to be
legally bound hereby, and with the intent that such execution shall have the
full dignity afforded by the accompanying witnessing and notarization and all
lesser dignity resulting from the absence of such witnessing and notarization or
any combination thereof.
A-1
Dated this 29th day of January, 2002.
[Seal] U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Owner Trustee of the Honda Auto
Receivables 2002-1 Owner Trust
By:
-----------------------------
Name:
Title:
Signed and delivered in the presence of.
- -------------------------------
Address: -------------------------------
[Unofficial Witness]
A-2