0001193125-13-277298 Sample Contracts

AMERICAN HONDA FINANCE CORPORATION AMENDED AND RESTATED ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • New York

WHEREAS, in connection with the offering by American Honda Finance Corporation, a California corporation (the “Company”), of its Medium Term Notes, the Company entered into a Medium Term Note Amended and Restated Issuing and Paying Agency Agreement dated as of August 26, 2011 (the “Predecessor Agreement”) with The Bank of New York Mellon, a New York banking corporation, as issuing and paying agent;

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HONDA CANADA FINANCE INC. $1,300,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 25, 2013 CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent CANADIAN IMPERIAL BANK OF COMMERCE and RBC CAPITAL MARKETS, as Joint Bookrunners...
Credit Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • Ontario

$1,300,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 25, 2013 (including the Exhibits and Schedules hereto, as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), among HONDA CANADA FINANCE INC., a Canada corporation (the “Borrower”); each of the financial institutions that are listed on the signature pages hereto and may be added from time to time as Banks; CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent, and the other Agents party hereto.

TRUST INDENTURE Made as of September 26, 2005 Between HONDA CANADA FINANCE INC. as Issuer and CIBC MELLON TRUST COMPANY as Trustee MCMILLAN BINCH MENDELSOHN LLP
Trust Indenture • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • Ontario
AMENDED AND RESTATED AGENCY AGREEMENT relating to AMERICAN HONDA FINANCE CORPORATION and HONDA CANADA FINANCE INC. Euro Medium Term Note Programme among AMERICAN HONDA FINANCE CORPORATION and HONDA CANADA FINANCE INC. as Issuers and THE BANK OF NEW...
Agency Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • New York

WHEREAS, the Issuers, The Bank of New York Mellon acting through its London Branch and The Bank of New York Mellon (Luxembourg) S.A. are party to an Amended and Restated Agency Agreement dated as of August 26, 2011 (the “Original Agreement”); and

KEEP WELL AGREEMENT
Keep Well Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • New York

This Agreement dated the 9th day of September 2005 between Honda Motor Co., Ltd. as keep well provider (“HMC”) having an address at 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan and American Honda Finance Corporation (“AHFC”), a California corporation, having an address at 20800 Madrona Avenue, Torrance, California 90503.

KEEP WELL AGREEMENT
Keep Well Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • New York

This Agreement dated the 26th day of September, 2005 between Honda Motor Co., Ltd. as keep well provider (“HMC”) having an address at 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan and Honda Canada Finance Inc. (“HCFI”), a Canada corporation, having an address at 3650 Victoria Park Avenue, Suite 400, North York, Ontario M2H 3P7.

SUPPORT COMPENSATION AGREEMENT
Support Compensation Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities

This Support Compensation Agreement (“Agreement”) dated as of October 1, 2005, between Honda Motor Co., Ltd. (“HMC”), a Japanese corporation having an address at No. 1-1 Minami-Aoyama, 2-chrome, Minato-ku, Tokyo 107-8556, Japan, and Honda Canada Finance Inc. (“HCFI”), a Canadian corporation with an address at 3650 Victoria Park Avenue, Suite 400, North York, Ontario M2H 3P7 (HMC and HCFI together constituting the “Parties” to this Agreement).

SUPPORT COMPENSATION AGREEMENT
Support Compensation Agreement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities

This Support Compensation Agreement (“Agreement”) dated as of October 1, 2005, between Honda Motor Co., Ltd. (“HMC”), a Japanese corporation having an address at No. 1-1 Minami-Aoyama, 2-chrome, Minato-ku, Tokyo 107-8556, Japan, and American Honda Finance Corporation (“AHFC”), a California corporation having an address at 20800 Madrona Avenue, Torrance, California 90503 (HMC and AHFC together constituting the “Parties” to this Agreement).

AMERICAN HONDA FINANCE CORPORATION $6,000,000,000 CREDIT AGREEMENT Dated as of March 18, 2011 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent and Auction Agent BANK OF AMERICA, N.A., BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF...
Transfer Supplement • June 28th, 2013 • American Honda Finance Corp • Asset-backed securities • New York

$6,000,000,000 CREDIT AGREEMENT dated as of March 18, 2011 (including the Exhibits and Schedules hereto, as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), among AMERICAN HONDA FINANCE CORPORATION, a California corporation (the “Borrower”); each of the Banks party hereto; THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent and Auction Agent; and the other Agents party hereto.

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