0000950123-09-001772 Sample Contracts

HONDA AUTO RECEIVABLES 2009-1 OWNER TRUST $503,000,000 1.97775% ASSET BACKED NOTES, CLASS A-1 $311,000,000 4.36% ASSET BACKED NOTES, CLASS A-2 $486,000,000 5.12% ASSET BACKED NOTES, CLASS A-3 AMERICAN HONDA RECEIVABLES CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • February 2nd, 2009 • Honda Auto Receivables 2009-1 Owner Trust • Asset-backed securities • New York

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 January 1, 2009 (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 January 1, 2009 (the “Sale and Servicing

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HONDA AUTO RECEIVABLES 2009-1 OWNER TRUST, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of January 1, 2009
Indenture • February 2nd, 2009 • Honda Auto Receivables 2009-1 Owner Trust • Asset-backed securities • New York

This Indenture, dated as of January 1, 2009, is between Honda Auto Receivables 2009-1 Owner Trust, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).

AMERICAN HONDA FINANCE CORPORATION, as Seller, and AMERICAN HONDA RECEIVABLES CORP., as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of January 1, 2009
Receivables Purchase Agreement • February 2nd, 2009 • Honda Auto Receivables 2009-1 Owner Trust • Asset-backed securities • New York

This Receivables Purchase Agreement, dated as of January 1, 2009, is between American Honda Finance Corporation, a California corporation, as seller, and American Honda Receivables Corp., a California corporation, as purchaser.

AMERICAN HONDA RECEIVABLES CORP., as Depositor, and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated January 29, 2009
Trust Agreement • February 2nd, 2009 • Honda Auto Receivables 2009-1 Owner Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated January 29, 2009, 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 2009-1 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 January 1, 2009
Sale and Servicing Agreement • February 2nd, 2009 • Honda Auto Receivables 2009-1 Owner Trust • Asset-backed securities • New York

This Sale and Servicing Agreement, dated as of January 1, 2009, 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 2009-1 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

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