RECEIVABLES PURCHASE AGREEMENT between HYUNDAI MOTOR FINANCE COMPANY, as Seller, and HYUNDAI ABS FUNDING CORPORATION

EXECUTION COPY

Exhibit 4.3

RECEIVABLES PURCHASE AGREEMENT

between

HYUNDAI MOTOR FINANCE COMPANY,

as Seller,

and

HYUNDAI ABS FUNDING CORPORATION,

as Depositor

Dated as of July 8, 2005

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

     RECEIVABLES PURCHASE AGREEMENT dated as of July 8, 2005 between HYUNDAI MOTOR FINANCE COMPANY, a California corporation, as seller (the “ Seller ”), and HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation, as depositor (the “ Depositor ”).

RECITALS

     WHEREAS, in the regular course of its business, the Seller has purchased certain motor vehicle retail installment sale contracts secured by new and used automobiles and light-duty trucks from motor vehicle dealers;

     WHEREAS, the Seller and the Depositor wish to set forth the terms pursuant to which such contracts are to be sold by the Seller to the Depositor; and

     WHEREAS, the Depositor intends, concurrently with its purchases from time to time hereunder, to convey all of its right, title and interest in and to $855,479,000.03 of such contracts to Hyundai Auto Receivables Trust 2005-A (the “ Issuer ”) pursuant to a Sale and Servicing Agreement dated as of July 8, 2005 (the “ Sale and Servicing Agreement ”), by and among the Issuer, the Depositor, the Seller, Hyundai Motor Finance Company, as Servicer and Citibank, N.A., as Indenture Trustee, and the Issuer intends to pledge all of its right, title and interest in such contracts to the Indenture Trustee pursuant to the Indenture.

     NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree as follows:

ARTICLE I.
Certain Definitions

     Terms not defined in this Agreement shall have the meanings assigned thereto in the Sale and Servicing Agreement or the Indenture. As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):

     “ Agreement ” shall mean this Receivables Purchase Agreement, as the same may be amended and supplemented from time to time.

     “ Closing Date ” shall mean July 8, 2005.

     “ Conduit Documents ” shall mean the documents listed on Schedule IV hereto.

     “ Depositor ” shall mean Hyundai ABS Funding Corporation, a Delaware corporation, its successors and assigns.

     “ Indemnified Losses ” shall have the meaning specified in Section 6.01.

     “ Indemnified Party ” shall have the meaning specified in Section 6.01.

     “ Indenture ” means the Indenture, dated as of July 8, 2005, between the Issuer and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Lien Certificate ” means with respect to a Financed Vehicle, an original certificate of title, certificate of lien or other notification issued by the Registrar of Titles of the applicable state to a secured party which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which the original certificate of title is required to be given to the Obligor, the term “ Lien Certificate ” shall mean only a certificate or notification issued to a secured party.

     “ Purchase Price ” means, with respect to any Receivable, an amount equal to the Principal Balance of such Receivable as of the Cutoff Date.

     “ Receivable ” shall mean any Contract listed on Schedule I hereto (which Schedule may be in the form of microfiche).

     “ Reconveyance Documents ” shall mean the documents listed on Schedule III hereto.

     “ Registrar of Titles ” means with respect to any state, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

     “ Repurchase Event ” shall have the meaning specified in Section 7.02.

     “ Sale and Servicing Agreement ” shall have the meaning set forth in the recitals.

     “ Schedule of Receivables ” shall mean the list of Receivables annexed hereto as Schedule I.

     “ Seller ” shall mean Hyundai Motor Finance Company, a California corporation, its successors and assigns.

     “ Subordinated Promissory Note ” shall have the meaning specified in Section 2.01(a).

     “ Transfer Date ” shall mean the Cutoff Date.

     “ Transfer Tax ” shall have the meaning specified in Section 3.02(b)(xlvi).

     “ Underwriting Agreement ” means the Underwriting Agreement dated June 29, 2005, relating to Hyundai Auto Receivables Trust 2005-A among the Depositor, HMFC and Deutsche Bank Securities Inc., on behalf of itself and as Representative of the Several Underwriters, as amended, supplemented, amended and restated or otherwise modified from time to time.

ARTICLE II.
Conveyance of Receivables

     Section 2.01 Conveyance of Receivables .

     (a) In consideration of the Depositor’s delivery to or upon the order of the Seller on the Closing Date of $768,794,037.06 and a subordinated revolving credit note of the Depositor in the form of Exhibit A attached hereto (the “ Subordinated Promissory Note ”) in a principal amount equal to $86,684,962.97, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (subject to the obligations of the Seller herein) all right, title, and interest of the Seller in and to:

     (i) the Receivables and all moneys received thereon on or after the Cutoff Date;

     (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

     (iii) any Liquidation Proceeds and any other proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy;

     (iv) any property that shall have secured any Receivable and that shall have been acquired by or on behalf of the Seller;

     (v) all documents and other items contained in the Receivable Files;

     (vi) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and

     (vii) the proceeds of any and all of the foregoing.

HMFC and the Depositor agree that the purchase price for the Receivables sold by HMFC to the Depositor represents reasonably equivalent value for the Receivables. The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller.

     (b) The outstanding principal amount of the Subordinated Promissory Note shall bear interest at a rate per annum equal to the prime rate as published on such day (or, if not then published, on the most recently preceding day) in The Wall Street Journal as the “ Prime Rate .” Changes in the rate payable hereunder shall be effective on each day on which a change in the Prime Rate is published. On each Payment Date, the Depositor shall repay the accrued interest on, and principal amount of, the Subordinated Promissory Note as and to the extent of any amounts received by the Depositor from proceeds of collections of Receivables, subject, however, to the prior right of the Issuer to receive payments out of the collections pursuant to this Agreement.

     (c) [Reserved]

     (d) The Seller and the Depositor intend that the transfer of assets by the Seller to the Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the Depositor, rather than the mere granting of a security interest to secure a borrowing. In the

event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, the Depositor may sell, transfer and assign to the Issuer (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

     Section 2.02 The Closing . The sale and purchase of the Receivables shall take place at a closing at the offices of Mayer, Brown, Rowe & Maw LLP, 350 South Grand Avenue, 25 ^th Floor, Los Angeles, California 90071, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

ARTICLE III.
Representations and Warranties

     Section 3.01 Representations and Warranties of Depositor . The Depositor hereby represents and warrants as follows to the Seller and the Indenture Trustee as of the date hereof and the Transfer Date:

     (a) Organization and Good Standing. The Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, including the corporate power, authority and legal right to acquire and sell the Receivables.

     (b) Power and Authority. The Depositor has 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 have been duly authorized by the Depositor by all necessary corporate action.

     (c) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the charter or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound. There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Depositor’s ability to perform its obligations under the Basic Documents or the consummation of the transactions as contemplated by the Basic Documents.

     Section 3.02 Representations and Warranties of Seller .

     (a) The Seller hereby represents and warrants as follows to the Depositor and the Indenture Trustee as of the date hereof and as of the Transfer Date:

     (i) Organization and Good Standing . The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

     (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 where the failure to do so would materially and adversely affect the Seller’s ability to acquire, own and service the Receivables.

     (iii) Power and Authority . The Seller has the power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; the Seller had at all relevant times, and has, full power, authority and legal right to sell, transfer and assign the property sold, transferred and assigned to the Depositor hereby and has duly authorized such sale, transfer and assignment to the Depositor by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.

     (iv) No Violation . The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of their respective terms do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or bylaws of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound, or 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), or violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Seller’s ability to perform its obligations under the Basic Documents or the consummation of the transactions as contemplated by the Basic Documents.

     (v) No Proceedings . There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of this Agreement or any other Basic Document to which the Seller is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Basic Document to

which the Seller is a party or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document to which the Seller is a party.

     (vi) Valid Sale, Binding Obligation . This Agreement and the other Basic Documents to which the Seller is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

     (vii) Chief Executive Office . The chief executive office of the Seller is located at 10550 Talbert Avenue, Fountain Valley, California 92708.

     (viii) No Consents . The Seller is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization, or declaration of or with any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement or any other Basic Document to which it is a party that has not already been obtained, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse affect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Basic Documents.

     (ix) Ordinary Course . The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

     (x) Solvency . The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller contemplate any pending insolvency.

     (xi) [Reserved].

     (xii) Creditors . The Seller represents and warrants that it did not sell the Receivables to the Depositor with any intent to hinder, delay or defraud any of its creditors.

     (xiii) No Notice . The Seller represents and warrants that it acquired title to the Receivables in good faith, without notice of any adverse claim.

     (xiv) Bulk Transfer . The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

     (b) The Seller makes the following representations and warranties with respect to the Receivables, on which the Depositor relies in accepting the Receivables and in transferring the Receivables to the Issuer under the Sale and Servicing Agreement, and on which the Issuer relies in pledging the same to the Indenture Trustee. Such representations and warranties speak as of the execution and delivery of this Agreement or as of the Cutoff Date as applicable, but shall survive the sale, transfer and assignment of the Receivables to the Depositor, the subsequent sale, transfer and assignment of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture.

     (i) Characteristics of Receivables . Each Receivable (A) was originated in the United States of America by a Dealer located in the United States of America for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, is payable in United States dollars, has been fully and properly executed by the parties thereto, has been purchased by the Seller from such Dealer under an existing Dealer Agreement and has been validly assigned by such Dealer to the Seller, (B) has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (D) provides for fixed level monthly payments (provided that the payment in the last month of the term of the Receivable may be insignificantly different from the level payments) that fully amortize the Amount Financed by maturity and yield interest at the APR, (E) amortizes using the simple interest method and (F) has an Obligor which is not an affiliate of HMFC, is not a government or governmental subdivision or agency and is not shown on the Servicer’s records as a debtor in pending bankruptcy proceeding.

     (ii) Compliance with Law . Each Receivable and the sale of the related Financed Vehicle complied at the time it was originated or made, and at the time of execution of this Agreement complies, in all material respects with all requirements of applicable federal, state and local laws, rulings and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act, the Gramm-Leach-Bliley Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer credit laws and equal credit opportunity and disclosure laws.

     (iii) Binding Obligation . Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific

remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Transfer Date of the Servicemembers Civil Relief Act.

     (iv) No Government Obligor . No Receivable is due from the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

     (v) Obligor Bankruptcy . According to the records of the Seller, as of the Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.

     (vi) Schedule of Receivables . The information set forth in Schedule I to this Agreement is true and correct in all material respects as of the close of business on the Cutoff Date.

     (vii) Marking Records . By the Transfer Date, the Seller will have caused its computer and accounting records relating to each Receivable to be clearly and unambiguously marked to show that the Receivables have been sold to the Depositor by the Seller and transferred and assigned by the Depositor to the Issuer in accordance with the terms of the Sale and Servicing Agreement and pledged by the Issuer to the Indenture Trustee in accordance with the terms of the Indenture.

     (viii) Computer Tape . The computer tape regarding the Receivables made available by the Seller to the Depositor is complete and accurate in all respects as of the Transfer Date.

     (ix) No Adverse Selection . No selection procedures believed by the Seller to be adverse to the Noteholders were utilized in selecting the Receivables.

     (x) Chattel Paper . Each Receivable constitutes chattel paper within the meaning of the UCC as in effect in the state of origination.

     (xi) One Original . There is only one executed original of each Receivable.

     (xii) Receivables in Force . No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the Lien of the related Recei