HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST $97,000,000 3.13510% ASSET BACKED NOTES, CLASS A-1 $200,000,000 ONE-MONTH LIBOR + 3.50% ASSET BACKED NOTES, CLASS A-2 AMERICAN HONDA RECEIVABLES CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities
The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the “Receivables”) and certain monies due thereunder on or after December 1, 2008 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by American Honda Finance Corporation (“AHFC” or, in its capacity as servicer, the “Servicer”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, to be dated as of December 1, 2008 (the “Sale and Servicing Agreement”), by and among the Trust, the Company and the Servicer or, if not defined therein, in the Indenture, the Trust Agreement or the Receivables Purchase Agreement, to be
HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of December 1, 2008Indenture • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities • New York
This Indenture, dated as of December 1, 2008, is between Honda Auto Receivables 2008-2 Owner Trust, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).
AMERICAN HONDA RECEIVABLES CORP., as Depositor, and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated December 16, 2008Trust Agreement • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities • Delaware
This Amended and Restated Trust Agreement, dated December 16, 2008, is between American Honda Receivables Corp., a California corporation, as depositor (the “Depositor”), and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”).
HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Administrator, AMERICAN HONDA RECEIVABLES CORP., as Depositor, and U.S. BANK NATIONAL ASSOCIATION as Indenture Trustee ADMINISTRATION AGREEMENT...Administration Agreement • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities • New York
SCHEDULE to the MASTER AGREEMENT (Multicurrency-Cross Border) dated as of December 16, 2008 between JPMORGAN CHASE BANK, N.A. a national banking association organized under the laws of the United States of America (“Party A”) and HONDA AUTO...Master Agreement • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities • New York
The 2006 ISDA Definitions (the “Definitions”) are incorporated into this Agreement and shall form part of this Agreement. In the event of any inconsistency among or between any of the following documents, the relevant document first listed below shall govern: (i) a Confirmation and any relevant definitions incorporated in such Confirmation; (ii) this Schedule and any relevant definitions incorporated in this Schedule; (iii) Sections 1 to 14 of this Agreement; and (iv) the Definitions.
HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST, as Issuer, AMERICAN HONDA RECEIVABLES CORP., as Seller, And AMERICAN HONDA FINANCE CORPORATION, as Servicer and Sponsor SALE AND SERVICING AGREEMENT Dated as of December 1, 2008Sale and Servicing Agreement • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities • New York
This Sale and Servicing Agreement, dated as of December 1, 2008, is among American Honda Receivables Corp., a California corporation (“AHRC” or, in its capacity as Seller, the “Seller”), American Honda Finance Corporation, a California corporation (“AHFC” or, in its capacity as Servicer, the “Servicer”), and Honda Auto Receivables 2008-2 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).
AMERICAN HONDA FINANCE CORPORATION, as Seller, and AMERICAN HONDA RECEIVABLES CORP., as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of December 1, 2008Receivables Purchase Agreement • December 19th, 2008 • Honda Auto Receivables 2008-2 Owner Trust • Asset-backed securities • New York
This Receivables Purchase Agreement, dated as of December 1, 2008, is between American Honda Finance Corporation, a California corporation, as seller, and American Honda Receivables Corp., a California corporation, as purchaser.
