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AMERICAN HONDA FINANCE CORPORATION,
as Seller,
and
AMERICAN HONDA RECEIVABLES CORP.,
as Purchaser
RECEIVABLES PURCHASE AGREEMENT
Dated as of April 1, 2004
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TABLE OF CONTENTS
ARTICLE ONE
DEFINITIONS
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Section 1.01
Definitions............................................................1
Section 1.02 Other Definitional
Provisions..........................................2
ARTICLE TWO
CONVEYANCE OF RECEIVABLES
Section 2.01 Conveyance of
Receivables..............................................2
Section 2.02 Representations and Warranties
of the Seller and the Purchaser.........3
Section 2.03 Representations and Warranties
as to the Receivables...................3
Section 2.04 Covenants of the
Seller................................................3
ARTICLE THREE
PAYMENT OF RECEIVABLES PURCHASE PRICE
Section 3.01 Payment of Receivables
Purchase Price..................................3
ARTICLE FOUR
TERMINATION
Section 4.01
Termination............................................................3
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
Section 5.01
Amendment..............................................................3
Section 5.02 Protection of Right, Title and
Interest to Receivables.................3
Section 5.03 Governing
Law..........................................................3
Section 5.04
Notices................................................................3
Section 5.05 Severability of
Provisions.............................................3
Section 5.06
Assignment.............................................................3
Section 5.07 Further
Assurances.....................................................3
Section 5.08 No Waiver; Cumulative
Remedies.........................................3
Section 5.09
Counterparts...........................................................3
Section 5.10 Third-Party
Beneficiaries..............................................3
Section 5.11
Headings...............................................................3
Section 5.12 Seller
Indemnification.................................................3
Section 5.13 Merger, Consolidation or
Assumption of the Obligations of the Seller...3
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SCHEDULES
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Schedule A - Schedule of
Receivables..............................................A-1
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This Receivables
Purchase Agreement, dated as of April 1, 2004, is between
American Honda Finance Corporation, a
California corporation, as seller, and
American Honda Receivables Corp., a
California corporation, as purchaser.
In consideration
of the premises and mutual agreements herein contained,
each party agrees as follows for the
benefit of the other party and for the
benefit of the Owner Trustee:
ARTICLE ONE
DEFINITIONS
Section 1.01
Definitions. Whenever used in this Agreement, the following
words and phrases shall have the following
meanings:
"Agreement"
means this Receivables Purchase Agreement and all amendments
hereof and supplements hereto.
"Closing Date"
means April 20, 2004.
"Cutoff Date"
means April 1, 2004.
"Indenture"
means the Indenture, dated as of April 1, 2004, between the
Issuer and the Indenture Trustee.
"Indenture
Trustee" means JPMorgan Chase Bank, as indenture trustee under
the Indenture.
"Issuer" means
Honda Auto Receivables 2004-1 Owner Trust, a Delaware
statutory trust.
"Owner Trustee"
means U.S. Bank Trust National Association, as owner
trustee under the Trust Agreement.
"Purchaser"
means American Honda Receivables Corp., in its capacity as
purchaser of the Receivables under this
Agreement, and its successors and
assigns.
"Receivables
Purchase Price" means $1,534,823,639.30, less agreed upon
securitization-related fees, costs and
expenses.
"Sale and
Servicing Agreement" means the Sale and Servicing Agreement,
dated as of April 1, 2004, among American
Honda Receivables Corp., as seller,
American Honda Finance Corporation, as
servicer, and the Issuer.
"Schedule of
Receivables" means the schedule of receivables attached as
Schedule A hereto.
"Seller" means
American Honda Finance Corporation, in its capacity as
seller of the Receivables under this
Agreement, and its successors and assigns.
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"Servicer" means
American Honda Finance Corporation in its capacity as
servicer under the Sale and Servicing
Agreement and its successors and assigns.
"Trust
Agreement" means the trust agreement dated March 24, 2004, as
amended and restated on April 20, 2004
between American Honda Receivables Corp.,
as depositor and the Owner Trustee.
"Trustees" means
the Indenture Trustee and the Owner Trustee.
"Warranty
Receivable" means a Receivable purchased by the Seller pursuant
to Section 2.03(c).
Section 1.02
Other Definitional Provisions.
(a) All
capitalized terms not otherwise defined in this Agreement shall
have the defined meanings used in the Sale
and Servicing Agreement.
(b) The words
"hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall
refer to this Agreement as a whole and
not to any particular provision of this
Agreement; Section, subsection and
Schedule references contained in this
Agreement are references to Sections,
subsections and Schedules in or to this
Agreement unless otherwise specified;
the term "proceeds" shall have the meaning
set forth in the applicable UCC; and
the word "including" means including
without limitation.
ARTICLE TWO
CONVEYANCE OF RECEIVABLES
Section 2.01
Conveyance of Receivables.
(a) The Seller
hereby sells, transfers, assigns, sets over and otherwise
conveys to the Purchaser, and the Purchaser
hereby purchases from the Seller,
without recourse (subject to the Seller's
obligations hereunder), all of the
right, title and interest of the Seller in,
to and under the following:
(i) the Receivables listed in the Schedule of Receivables and
all
monies due thereon or
paid thereunder or in respect thereof (including
proceeds of the
repurchase of Receivables by the Seller pursuant to Section
2.03(c)) on or
after the Cutoff Date;
(ii) the security interests in the Financed Vehicles;
(iii) any proceeds of any physical damage insurance policies
covering
the Financed
Vehicles and in any proceeds of any credit life or credit
disability
insurance policies relating to the Receivables or the Obligors;
(iv) any proceeds of Dealer Recourse;
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(v) the right to realize upon any property (including the right
to
receive future
Liquidation Proceeds) that shall have secured a Receivable
and have been
repossessed by or on behalf of the Issuer; and
(vi) the proceeds of any and all of the foregoing.
(b) In
connection with the foregoing conveyance, the Seller agrees to
record and file, at its own expense, one or
more financing statements with
respect to the Receivables now existing and
hereafter created for the sale of
chattel paper (as defined in Section 9-102
of the UCC as in effect in the State
of California) meeting the requirements of
applicable state law in such manner
as is necessary to perfect the sale of the
Receivables to the Purchaser, and the
proceeds thereof (and any continuation
statements as are required by applicable
state law), and to deliver a file-stamped
copy to the Indenture Trustee of each
such financing statement (or continuation
statement) or other evidence of such
filings (which may, for purposes of this
Section, consist of telephone
confirmation of such filings with the file
stamped copy of each such filings to
be provided to the Purchaser in due
course), as soon as is practicable after
receipt by the Seller thereof.
In connection
with the foregoing conveyance, the Seller further agrees, at
its own expense, on or prior to the Closing
Date (i) to annotate and indicate in
its computer files that the Receivables
have been transferred to the Purchaser
pursuant to this Agreement, (ii) to deliver
to the Purchaser a computer file or
printed or microfiche list containing a
true and complete list of all such
Receivables, identified by account number
and by the Principal Balance of each
Receivable as of the Cutoff Date, which
file or list shall be marked as Schedule
A to this Agreement and is hereby
incorporated into and made a part of this
Agreement and (iii) to deliver the
Receivable Files to or upon the order of the
Purchaser.
The parties
hereto intend that the conveyance hereunder be a sale. In the
event that the conveyance hereunder is not
for any reason considered a sale, the
Seller hereby grants to the Purchaser a
first priority perfected security
interest in all of its right, title and
interest in, to and under the
Receivables, and all other property
conveyed hereunder and listed in this
Section and all proceeds of any of the
foregoing. The parties intend that this
Agreement constitute a security agreement
under applicable law. Such grant is
made to secure the payment of all amounts
payable hereunder, including, without
limitation, the Receivables Purchase
Price.
Section 2.02
Representations and Warranties of the Seller and the
Purchaser.
(a) The Seller
hereby represents and warrants to the Purchaser as of the
date of this Agreement and the Closing Date
that:
(i) Organization and Good Standing. The Seller is a corporation
duly
organized,
validly existing and in good standing under the laws of the
State of
California, and has power and authority to own its properties
and
to conduct its
business as such properties are currently owned and such
business is
presently conducted, and had at all relevant times, and shall
have, power, authority
and legal right to acquire, own and sell the
Receivables.
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(ii) Due Qualification. The Seller is duly qualified to do business
as
a foreign
corporation in good standing, and has obtained all necessary
licenses and
approvals in all jurisdictions in which the ownership or lease
of property or
the conduct of its business (including the servicing of the
Receivables as
required by the Sale and Servicing Agreement) shall require
such
qualifications.
(iii) Power and Authority. The Seller shall have the power and
authority to
execute and deliver this Agreement and to carry out its terms;
and the
execution, delivery and performance of this Agreement shall
have
been duly
authorized by the Seller by all necessary corporate action.
(iv) Binding Obligation. This Agreement constitutes a legal, valid
and
binding
obligation of the Seller, enforceable against it in accordance
with
its terms,
except as enforceability may be subject to or limited by
bankruptcy,
insolvency, reorganization, moratorium, liquidation or other
similar laws
affecting the enforcement of creditors' rights in general and
by general
principles of equity, regardless of whether such enforceability
shall be
considered in a proceeding in equity or at law.
(v) No Violation. The execution, delivery and performance by
the
Seller of this
Agreement and the consummation of the transactions
contemplated by
this Agreement and the fulfillment of the terms hereof
shall not
conflict with, result in any breach of any of the terms and
provisions of,
nor constitute (with or without notice or lapse of time) a
default under,
the articles of incorporation or bylaws of the Seller, or
conflict with or
breach any of the material terms or provisions of, or
constitute (with
or without notice or lapse of time) a default under, any
indenture,
agreement or other instrument to which the Seller is a party or
by which it may
be bound or any of its properties are subject; nor result
in the creation
or imposition of any lien upon any of its properties
pursuant to the
terms of any such indenture, agreement or other instrument
(other than this
Agreement); nor violate any law or, to the knowledge of
the Seller, any
order, rule or regulation applicable to it or its
properties of
any court or of any federal or state regulatory body,
administrative
agency or other governmental instrumentality having
jurisdiction
over the Seller or any of its properties.
(vi) No Proceedings. There are no proceedings or investigations
pending or, to
the knowledge of the Seller, threatened against the Seller,
before any
court, regulatory body, administrative agency or other tribunal
or governmental
instrumentality (i) asserting the invalidity of this
Agreement, (ii)
seeking to prevent the consummation of any of the
transactions
contemplated by this Agreement or (iii) seeking any
determination or
ruling that, in the reasonable judgment of the Seller,
would materially
and adversely affect the performance by the Seller of its
obligations
under this Agreement.
(b) The
Purchaser hereby represents and warrants to the Seller as of
the
date of this Agreement and the Closing Date
that:
(i) Organization and Good Standing. The Purchaser is a
corporation
duly organized,
validly existing and in good standing under the laws of the
State of
California, and has power and authority to own its properties
and
to conduct its
business as such
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properties are
currently owned and such business is presently conducted,
and had at all
relevant times, and shall have, power, authority and legal
right to
acquire, own and sell the Receivables.
(ii) Due Qualification. The Purchaser is duly qualified to do
business
as a foreign
corporation in good standing, and has obtained all necessary
licenses and
approvals in all jurisdictions in which the ownership or lease
of property or
the conduct of its business shall require such
qualifications.
(iii) Power and Authority. The Purchaser shall have the power
and
authority to
execute and deliver this Agreement and to carry out its terms;
and the
execution, delivery and performance of this Agreement shall
have
been duly
authorized by the Purchaser by all necessary corporate action.
(iv) Binding Obligation. This Agreement constitutes a legal, valid
and
binding
obligation of the Purchaser, enforceable against it in
accordance
with its terms,
except as enforceability may be subject to or limited by
bankruptcy,
insolvency, reorganization, moratorium, liquidation or other
similar laws
affecting the enforcement of creditors' rights in general and
by general
principles of equity, regardless of whether such enforceability
shall be
considered in a proceeding in equity or at law.
(v) No Violation. The execution, delivery and performance of
this
Agreement and
the consummation of the transactions contemplated by this
Agreement and
the fulfillment of the terms hereof shall not conflict with,
result in any
breach of any of the terms and provisions of, nor constitute
(with or without
notice or lapse of time) a default under, the articles of
incorporation or
bylaws of the Purchaser, or conflict with or breach any of
the material
terms or provisions of, or constitute (with or without notice
or lapse of
time) a default under, any indenture, agreement or other
instrument to
which the Purchaser is a party or by which it may be bound or
any of its
properties are subject; nor result in the creation or
imposition
of any lien upon
any of its properties pursuant to the terms of any such
indenture,
agreement or other instrument (other than this Agreement); nor
violate any law
or, to the knowledge of the Purchaser, any order, rule or
regulation
applicable to it or its properties of any court or of any
federal or state
regulatory body, administrative agency or other
governmental
instrumentality having jurisdiction over the Purchaser or any
of its
properties.
(vi) No Proceedings. There are no proceedings or investigations
pending or, to
the knowledge of the Purchaser, threatened against the
Purchaser,
before any court, regulatory body, administrative agency or
other tribunal
or governmental instrumentality (i) asserting the invalidity
of this
Agreement, (ii) seeking to prevent the consummation of any of
the
transactions
contemplated by this Agreement or (iii) seeking any
determination or
ruling that, in the reasonable judgment of the Purchaser,
would materially
and adversely affect the performance by the Purchaser of
its obligations
under this Agreement.
(c) The
representations and warranties set forth in this Section shall
survive the sale of the Receivables by the
Seller to the Purchaser and the sale
of the Receivables by the Purchaser
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to the Issuer. Upon discovery by the Seller
or the Purchaser of a breach of any
of the foregoing representations and
warranties, the party discovering such
breach shall give prompt written notice to
the others.
Section 2.03
Representations and Warranties as to the Receivables.
(a) Eligibility
of Receivables. The Seller hereby represents and warrants
to the Purchaser as of the Cutoff Date
that:
(i) Characteristics of Receivables. Each Receivable (A) shall
have
been originated
in the United States by a Dealer for the retail sale of the
related Financed
Vehicle in the ordinary course of such Dealer's business,
shall have been
fully and properly executed by the parties thereto, shall
have been
purchased by the Seller from such Dealer under an existing
agreement with
the Seller, shall have been validly assigned by such Dealer
to the Seller in
accordance with its terms and, to the best knowledge of
the Seller,
shall have been sold by a Dealer without fraud or
misrepresentation, (B) shall have created or shall create a
valid,
subsisting and
enforceable first priority security interest in favor of the
Seller in the
related Financed Vehicle, (C) shall contain customary and
enforceable
provisions such that the rights and remedies of the holder
thereof shall be
adequate for realization against the collateral of the
benefits of the
security, (D) shall provide for level Monthly Payments
(provided that
the payment in the first or last month in the life of the
Receivable may
be minimally different from the level payment) that fully
amortize the
Amount Financed over its original term and shall provide for a
finance
