Exhibit 1.1

                                 $1,211,170,000

                    HONDA AUTO RECEIVABLES 2007-1 OWNER TRUST

               $319,000,000 5.32200% ASSET BACKED NOTES, CLASS A-1
                $329,000,000 5.25% ASSET BACKED NOTES, CLASS A-2
                $389,000,000 5.10% ASSET BACKED NOTES, CLASS A-3
                $174,170,000 5.09% ASSET BACKED NOTES, CLASS A-4

                        AMERICAN HONDA RECEIVABLES CORP.

                             UNDERWRITING AGREEMENT

                                                               February 21, 2007

J.P. Morgan Securities Inc.
As Representative of the Several Underwriters
270 Park Avenue, 10th Floor
New York, New York 10017

Ladies and Gentlemen:

          1. Introductory. American Honda Receivables Corp., a California
corporation (the "Company"), proposes, subject to the terms and conditions
stated herein, to cause the Honda Auto Receivables 2007-1 Owner Trust (the
"Trust") to issue and sell $319,000,000 aggregate principal amount of 5.32200%
Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $329,000,000 aggregate
principal amount of 5.25% Asset Backed Notes, Class A-2 (the "Class A-2 Notes")
$389,000,000 aggregate principal amount of 5.10% Asset Backed Notes, Class A-3
(the "Class A-3 Notes") and $174,170,000 aggregate principal amount of 5.09%
Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes
will be issued pursuant to the Indenture, to be dated as of February 1, 2007
(the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture
Trustee").

          Concurrently with the issuance and sale of the Notes as contemplated
herein, the Trust will issue $40,680,506.56 aggregate principal amount of
certificates of beneficial interest (the "Certificates"), each representing an
interest in the Owner Trust Estate. The Company will retain the Certificates.
The Certificates will be issued pursuant to the Amended and Restated Trust
Agreement, to be dated February 27, 2007 (the "Trust Agreement"), among the
Company, Union Bank of California, N.A., as owner trustee (in such capacity, the
"Owner Trustee") and Wilmington Trust Company, as Delaware trustee (in such
capacity, the "Delaware Trustee"). The Certificates are subordinated to the
Notes.

          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"), with respect to Actuarial
Receivables, certain monies due thereunder on or after February 1, 2007 (the
"Cutoff Date"), and with respect to Simple Interest



Receivables, certain monies due or received thereunder on or after 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 February 1, 2007 (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
dated as of February 1, 2007 between AHFC and the Company (the "Receivables
Purchase Agreement"), as the case may be. As used herein, "Basic Documents"
shall have the meaning specified in the Sale and Servicing Agreement.

          At or prior to the time when sales to investors of the Notes were
first made to investors by the several Underwriters named in Schedule A hereto
(collectively, the "Underwriters") for which J.P. Morgan Securities Inc. is
acting as representative (in such capacity, the "Representative"), which was
approximately 10:30 a.m. on February 21, 2007 (the "Time of Sale"), the Company
had prepared the following information (collectively, the "Time of Sale
Information"): the preliminary prospectus supplement dated February 16, 2007
relating to the Notes and containing all information to be included in the Final
Prospectus (as defined below) other than pricing related information and
accompanied by the base prospectus dated October 13, 2006 (together, along with
information referred to under the caption "Static Pools" therein regardless of
whether it is deemed a part of the Registration Statement or Final Prospectus,
the "Preliminary Prospectus"). If, subsequent to the Time of Sale and prior to
the Closing Date (as defined below), the Company wishes to convey additional or
changed information in order to make the Time of Sale Information, in light of
the circumstances under which statements in the Time of Sale Information were
made, not misleading, and as a result investors in the Notes elect to terminate
their old "Contracts of Sale" (within the meaning of Rule 159 under the
Securities Act of 1933, as amended (the "Act")) for any Notes and enter into new
Contracts of Sale with the Underwriters, then "Time of Sale Information" will
refer to the information conveyed to investors at the time of entry into the
first such new Contract of Sale, in an amended Preliminary Prospectus approved
by the Company and the Representative that corrects such material misstatements
or omissions (a "Corrected Prospectus") and "Time of Sale" will refer to the
time and date on which such new Contracts of Sale were entered into.

          The Company hereby agrees with the several Underwriters as follows:

          2. Representations and Warranties of the Company and AHFC. The Company
and AHFC, jointly and severally, represent and warrant to, and agree with, the
several Underwriters that:

               (a) A registration statement on Form S-3 (No. 333-132320),
     including a prospectus, relating to the Notes has been filed with the
     Securities and Exchange Commission (the "Commission") and has become
     effective and is still effective as of the date hereof. A Preliminary
     Prospectus was filed with the Commission pursuant to Rule 424(b) of the Act
     and the rules and regulations thereunder (the "Rules and Regulations"). A
     final prospectus supplement dated the date hereof, containing the same
     information as


                                       2



     the Preliminary Prospectus, but including the pricing related information
     and accompanied by the base prospectus dated October 13, 2006 (together,
     along with information referred to under the caption "Static Pools" therein
     regardless of whether it is deemed a part of the Registration Statement or
     Final Prospectus, the "Final Prospectus", and together with the Preliminary
     Prospectus and any Corrected Prospectus, the "Prospectus") will be filed
     with the Commission pursuant to Rule 424(b) of the Rules and Regulations
     ("Rule 424(b)") within the time period required thereby. Such registration
     statement, as amended as of its effective date (including without
     limitation each deemed effective date with respect to the Company and the
     Underwriters pursuant to Rule 430B(f)(2) of the Rules and Regulations) is
     hereinafter referred to as the "Registration Statement." No "issuer free
     writing prospectus" as defined in Rule 433 of the Rules and Regulations
     relating to the Notes has been or will be used by or on behalf of the
     Company.

               (b) On the effective date of the Registration Statement
     (including without limitation each deemed effective date with respect to
     the Company and the Underwriters pursuant to Rule 430B(f)(2) of the Rules
     and Regulations) relating to the Notes, such Registration Statement
     conformed and on the Closing Date will conform in all respects to the
     requirements of the Act and the Rules and Regulations and did not include
     any untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and as of each such date, such Registration Statement
     conforms in all respects to the requirements contained in the Act and the
     Rules and Regulations. As of the date of the first use of the Preliminary
     Prospectus, as of the earlier of the date of the first use of the Final
     Prospectus and the Time of Sale of the Notes, and as of the Closing Date,
     each Prospectus will conform in all respects to the requirements of the Act
     and the Rules and Regulations, and none of such documents includes or will
     include any untrue statement of a material fact or omits or will omit to
     state any material fact necessary in order to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     The two preceding sentences do not apply to statements in or omissions from
     the Registration Statement or the Prospectus based upon written information
     furnished to the Company by any Underwriter through the Representative
     specifically for use therein, it being understood and agreed that the only
     such information is that described as such in Section 7(b).

               (c) The Time of Sale Information, at the Time of Sale, did not,
     and at the Closing Date will not, contain any untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; provided that the Company makes no
     representation and warranty with respect to any statements or omissions
     made in reliance upon and in conformity with the Underwriter Information
     (as defined herein).

               (d) The Notes are "asset backed securities" within the meaning
     of, and satisfy the requirements for use of, Form S-3 under the Act.


                                       3



               (e) The documents incorporated by reference in the Registration
     Statement and Prospectus, at the time they were or hereafter are filed with
     the Commission, complied and will comply in all material respects to the
     requirements of the Act or the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), as applicable, and the rules and regulations
     thereunder; and any further documents so filed and incorporated by
     reference in the Prospectus, when such documents are filed with the
     Commission, will conform in all material respects to the requirements of
     the Act or the Exchange Act, as applicable, and the Rules and Regulations.

               (f) The Company is not, and on the date on which the first bona
     fide offer of the Notes is made, will not be an "ineligible issuer" as
     defined in Rule 405. The Company has caused to be filed with the Commission
     on February 20, 2007 the Preliminary Prospectus.

               (g) Each of the Company and AHFC has been duly incorporated and
     is a validly existing corporation in good standing under the laws of the
     State of California, with full power and authority (corporate and other) to
     own its properties and conduct its business as described in the Prospectus;
     and each of the Company and AHFC is duly qualified to do business as a
     foreign corporation in good standing in all other jurisdictions in which
     its ownership or lease of property or the conduct of its business requires
     such qualification.

               (h) No consent, approval, authorization or order of, or filing
     with, any governmental agency or body or any court is required to be
     obtained or made by the Company, AHFC or the Trust for the consummation of
     the transactions contemplated by this Agreement and the Basic Documents in
     connection with the issuance of the Notes and the Certificates and the sale
     by the Company of the Notes, except such as have been obtained and made
     under the Act, such as may be required under state securities laws and the
     filing of any financing statements required to perfect the Company's, the
     Trust's and the Indenture Trustee's interest in the Receivables, which
     financing statements will be filed in the appropriate offices prior to the
     Closing Date (as such term is defined in Section 3).

               (i) Neither the Company nor AHFC is (i) in breach or violation of
     its Articles of Incorporation or By-laws, (ii) in default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any agreement or instrument to which it is a party
     or by which it or its properties are bound, or (iii) in violation of any
     applicable law, statute, regulation or ordinance or any governmental body
     having jurisdiction over it, in each case, that could have a material
     adverse effect on the transactions contemplated herein or in the Basic
     Documents. The execution, delivery and performance of this Agreement and
     the Basic Documents by the Company and AHFC, and the issuance of the Notes
     and the Certificates and the sale by the Company of the Notes and the
     compliance by the Company and AHFC with the terms and provisions hereof and
     thereof will not, subject to obtaining any consents or approvals as may be
     required under the securities or "blue sky" laws of various jurisdictions,
     result in a breach


                                       4



     or violation of any of the terms and provisions of, or constitute a default
     under, any statute, rule, regulation or order of any governmental agency or
     body or any court, domestic or foreign, having jurisdiction over the
     Company or AHFC or any of their respective properties, or any agreement or
     instrument to which the Company or AHFC is a party or by which the Company
     or AHFC is bound or to which any of the properties of the Company or AHFC
     is subject, or the Articles of Incorporation or By-laws of the Company and
     AHFC, and the Company has full power and authority to authorize the
     issuance of the Notes and the Certificates and to sell the Notes as
     contemplated by this Agreement, the Indenture and the Trust Agreement, and
     each of the Company and AHFC has full power and authority to enter into
     this Agreement and the Basic Documents and to consummate the transactions
     contemplated hereby and thereby.

               (j) On the Closing Date, the Company will have directed the Owner
     Trustee to authenticate and execute the Certificates and, when delivered
     and paid for pursuant to the Trust Agreement, the Certificates will have
     been duly issued and delivered and will constitute valid and legally
     binding obligations of the Trust, entitled to the benefits provided in the
     Trust Agreement and enforceable in accordance with their terms.

               (k) Except as disclosed in the Prospectus, there are no pending
     actions, suits or proceedings against or affecting the Company or AHFC or
     any of their respective properties that, if determined adversely to the
     Company or AHFC, would individually or in the aggregate have a material
     adverse effect on the condition (financial or other), business or results
     of operations of the Company or AHFC, respectively, or would materially and
     adversely affect the ability of the Company or AHFC to perform its
     obligations under this Agreement or the other Basic Documents to which it
     is a party, or which are otherwise material in the context of the issuance
     and sale of the Notes or the issuance of the Certificates; and no such
     actions, suits or proceedings are threatened or, to the Company's or AHFC's
     knowledge, contemplated.

               (l) As of the Closing Date, the representations and warranties of
     the Company and AHFC contained in the Basic Documents will be true and
     correct.

               (m) This Agreement has been duly authorized, executed and
     delivered by each of the Company and AHFC.

               (n) The Company has authorized the conveyance of the Receivables
     to the Trust, and, as of the Closing Date, the Company has directed the
     Trust to execute and issue the Notes and the Certificates and to sell the
     Notes.

               (o) The Company's assignment and delivery of the Receivables to
     the Trust as of the Closing Date will vest in the Trust all of the
     Company's right, title and interest therein, subject to no prior lien,
     mortgage, security interest, pledge, adverse claim, charge or other
     encumbrance.


                                       5



               (p) The Trust's assignment of the Receivables to the Indenture
     Trustee pursuant to the Indenture will vest in the Indenture Trustee, for
     the benefit of the Noteholders, a first priority perfected security
     interest therein, subject to no prior lien, mortgage, security interest,
     pledge, adverse claim, charge or other encumbrance.

               (q) The computer tape of the Receivables created as of February
     1, 2007, and made available to the Representative by the Servicer was
     complete and accurate as of the date thereof and includes an identifying
     description of the Receivables that are listed on Schedule A to the Sale
     and Servicing Agreement.

               (r) Any taxes, fees and other governmental charges in connection
     with the execution, delivery and performance of this Agreement, the Basic
     Documents, the Notes and the Certificates and any other agreements
     contemplated herein or therein shall have been paid or will be paid by the
     Company at or prior to the Closing Date to the extent then due.

               (s) The consummation of the transactions contemplated by this
     Agreement and the Basic Documents, and the fulfillment of the terms hereof
     and thereof, will not conflict with or result in a breach of any of the
     terms or provisions of, or constitute a default under, or result in the
     creation of any lien, charge or encumbrance upon any of the property or
     assets of the Company or AHFC pursuant to the terms of, any indenture,
     mortgage, deed of trust, loan agreement, guarantee, lease financing
     agreement or similar agreement or instrument under which the Company or
     AHFC is a debtor or guarantor.

               (t) The Company is not and, after giving effect to the issuance
     of the Certificates and the offering and sale of the Notes and the
     application of the proceeds thereof as described in the Prospectus, will
     not be required to be registered as an "investment company" as defined in
     the Investment Company Act of 1940, as amended (the "Investment Company
     Act").

               (u) In connection with the offering of the Notes in the State of
     Florida, the Company and AHFC hereby certify that they have complied with
     all provisions of Section 517.075 of the Florida Securities and Investor
     Protection Act.

               (v) Except for the Underwriters, neither the Company nor AHFC has
     employed or retained a broker, finder, commission agent or other person in
     connection with the sale of the Notes, and neither the Company nor AHFC is
     under any obligation to pay any broker's fee or commission in connection
     with such sale.

          3. Purchase, Sale and Delivery of Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, at a purchase price of, in the case of (i) the Class A-1
Notes, 5.32200% of the principal amount thereof; (ii) the Class A-2 Notes, 5.25%
of the


                                       6



principal amount thereof; (iii) the Class A-3 Notes, 5.10% of the principal
amount thereof; and (iv) the Class A-4 Notes, 5.09% of the principal amount
thereof, the respective principal amounts of each Class of the Notes set forth
opposite the names of the Underwriters in Schedule A hereto.

          The Company will deliver against payment of the purchase price, the
Notes of each Class in the form of one or more permanent global securities in
definitive form (the "Global Notes") deposited with the Indenture Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be
held only in book-entry form through DTC, except in the limited circumstances
described in the Prospectus. Payment for the Notes shall be made by the
Underwriters in Federal (same day) funds by official check or checks or wire
transfer to an account in New York previously designated to the Representative
by the Company at a bank acceptable to the Representative at the offices of
McKee Nelson LLP, New York, New York at 10:00 A.M., New York City time, on
February 27, 2007 or at such other time not later than seven full business days
thereafter as the Representative and the Company determine, such time being
herein referred to as the "Closing Date", against delivery to the Indenture
Trustee as custodian for DTC of the Global Notes representing all of the Notes.
The Global Notes will be made available for checking at the above office of
McKee Nelson LLP at least 24 hours prior to the Closing Date.

          The Company will deliver the Certificates to the above office of McKee
Nelson LLP on the Closing Date. The certificate for the Certificates so to be
delivered will be in definitive form, in authorized denominations and registered
in the name of the Company and will be made available for checking at the above
office of McKee Nelson LLP at least 24 hours prior to the Closing Date.

          Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto
have agreed that the Closing Date will be not later than February 27, 2007,
unless otherwise agreed to as described above.

          4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Notes for sale to the public as set forth in
the Prospectus, and each Underwriter represents, warrants and covenants,
severally and not jointly, to the Company and AHFC that: (i) it has not offered
or sold and, prior to the expiry of the period of six months from the Closing
Date, will not offer or sell any Notes to persons in the United Kingdom except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes of their
businesses, or otherwise in circumstances that have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995, as amended, (ii) it has complied
and will comply with all applicable provisions of the Financial Services and
Markets Act 2000 with respect to anything done by it in relation to the Notes
in, from or otherwise involving the United Kingdom, (iii) it is a person of a
kind described in Articles 19 or 49 of the Financial Services and Markets Act
2000


                                       7



(Financial Promotion) Order 2001, as amended (the "Financial Promotion Order")
and (iv) it has only communicated or caused to be communicated, and will only
communicate or cause to be communicated, in the United Kingdom any document
received by it in connection with the issue of the Notes to a person who is of a
kind described in Articles 19 or 49 of the Financial Promotion Order or who is a
person to whom such document may otherwise lawfully be communicated.

          5A. Certain Agreements of the Company. The Company agrees with the
several Underwriters:

               (a) The Company will file the Final Prospectus, properly
     completed, with the Commission pursuant to and in accordance with
     subparagraph (2) (or, if applicable and if consented to by the
     Representative, subparagraph (5)) of Rule 424(b) no later than the second
     business day following the date it is first used. The Company will advise
     the Representative promptly of any such filing pursuant to Rule 424(b).

               (b) The Company shall file the final pricing information, which
     may be posted on a Bloomberg screen or distributed via Bloomberg, as a free
     writing prospectus.

               (c) The Company will advise the Representative promptly, in
     writing, of any proposal to amend or supplement the Registration Statement
     or the Prospectus and will not effect such amendment or supplementation
     without the Representative's reasonable consent; and the Company will also
     advise the Representative promptly of any amendment or supplementation of
     the Registration Statement or the Prospectus and of the institution by the
     Commission of any stop order proceedings in respect of the Registration
     Statement and will use its best efforts to prevent the issuance of any such
     stop order and to obtain as soon as possible its lifting, if issued.

               (d) If, at any time when a prospectus relating to the Notes is
     required to be delivered under the Act in connection with sales by any
     Underwriter or dealer, any event occurs as a result of which the Prospectus
     as then amended or supplemented would include an untrue statement of a
     material fact or omit to state any material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading, or if it is necessary at any time to amend the
     Prospectus to comply with the Act, the Company will promptly notify the
     Representative of such event and will promptly prepare and file with the
     Commission (subject to the Representative's prior review pursuant to
     Section 5(b)), at its own expense, an amendment or supplement which will
     correct such statement or omission, or an amendment which will effect such
     compliance. Neither the Representative's consent to, nor the Underwriters
     delivery of, any such amendment or supplement shall constitute a waiver of
     any of the conditions set forth in Section 6.

               (e) The Company will cause the Trust to make generally available
     to Noteholders, as soon as practicable, but no later than sixteen months
     after the date hereof, an earnings statement of the Trust covering a period
     of at least twelve consecutive months beginning after the later of (i) the
     effective date of the registration statement


                                       8



     relating to the Notes and (ii) the effective date of the most recent
     post-effective amendment to the Registration Statement to become effective
     prior to the date of this Agreement and, in each case, satisfying the
     provisions of Section 11(a) of the Act (including Rule 158 promulgated
     thereunder).

               (f) The Company will furnish to the Underwriters copies of each
     Prospectus, the Registration Statement and all amendments and supplements
     to such documents, in each case as soon as available and in such quantities
     as the Representative reasonably requests. The Final Prospectus shall be
     furnished on or prior to 3:00 P.M., New York time, on the business day
     following the execution and delivery of this Agreement. All other such
     documents shall be so furnished as soon as available. The Company will pay
     the expenses of printing and distributing to the Underwriters all such
     documents.

               (g) The Company will arrange for the qualification of the Notes
     for offering and sale and the determination of their eligibility for
     investment under the laws of such jurisdictions as the Representative may
     reasonably designate and will continue such qualifications in effect so
     long as required for the distribution of the Notes; provided that in
     connection therewith the Company shall not be required to qualify as a
     foreign corporation to do business or to file a general consent to service
     of process in any such jurisdiction.

               (h) For a period from the date of this Agreement until the
     retirement of the Notes, the Company will furnish to the Representative
     and, upon request, to each of the other Underwriters, (i) copies of each
     certificate and the annual statements of compliance delivered to the
     Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections
     3.10 and 3.11 of the Sale and Servicing Agreement and the annual
     independent certified public accountant's servicing reports furnished to
     the Trust pursuant to Section 3.12 of the Sale and Servicing Agreement, by
     first-class mail as soon as practicable after such statements and reports
     are furnished to the Indenture Trustee or the Trust, as the case may be,
     and (ii) such other forms of periodic certificates or reports as may be
     delivered to the Indenture Trustee, the Owner Trustee or the Noteholders
     under the Indenture, the Sale and Servicing Agreement or the other Basic
     Documents.

               (i) So long as any Note is outstanding, the Company will furnish
     to the Representative by first-class mail as soon as practicable, (i) all
     documents distributed, or caused to be distributed, by the Company to the
     Noteholders, (ii) all documents filed or caused to be filed by the Company
     with the Commission pursuant to the Exchange Act or any order of the
     Commission thereunder and (iii) such other information in the possession of
     the Company concerning the Trust as the Representative from time to time
     may reasonably request.

               (j) Subject to the provisions of Section 10 hereof, the Company
     will pay all expenses incident to the performance of its obligations under
     this Agreement and will reimburse the Underwriters (if and to the extent
     incurred by them) for any filing fees and


                                       9



     other expenses (including fees and disbursements of counsel) incurred by
     them in connection with qualification of the Notes for sale in
     jurisdictions that the Representative may designate pursuant to Section
     5(f) hereof and determination of their eligibility for investment under the
     laws of such jurisdictions as the Representative reasonably designates and
     the printing of memoranda relating thereto, for any fees charged by
     investment rating agencies for the rating of the Notes, for any travel
     expenses of the officers and employees of the Underwriters and any other
     expenses of the Underwriters in connection with attending or hosting
     meetings with prospective purchasers of the Notes and for expenses incurred
     in distributing the Prospectus (including any amendments and supplements
     thereto).

               (k) To the extent, if any, that the rating provided with respect
     to the Notes by Standard & Poor's, a division of The McGraw-Hill Companies,
     Inc. ("Standard & Poor's"), or Fitch Ratings ("Fitch") is conditional upon
     the furnishing of documents or the taking of any other action by the
     Company, the Company shall furnish such documents and take any such other
     action.

               (l) On or before the Closing Date, the Company and AHFC shall
     annotate and indicate unambiguously in the computer records of the Company
     and AHFC relating to the Receivables to show the Trust's absolute ownership
     of the Receivables, and from and after the Closing Date neither the Company
     nor AHFC shall take any action inconsistent with the Trust's ownership of
     such Receivables, other than as permitted by the Sale and Servicing
     Agreement.

          5B. Certain Agreements of the Underwriters. Each of the several
Underwriters, for itself only, represents, warrants and agrees with the Company
as follows:

     Other than the Preliminary Prospectus and the Final Prospectus, each
Underwriter has not conveyed and will not convey, without the Company's prior
written approval, to any potential investor in the Notes any other written
material of any kind relating to any "issuer information" as defined in Rule
433(h)(2) of the Act, or the Notes that would constitute a "prospectus" or a
"free writing prospectus," each as defined in the Act ("Prohibited Materials"),
including, but not limited to the materials constituting a "road show"
presentation to Potential Investors (other than use of such materials as part of
the road show itself) and any "ABS informational and computational materials"
within the meaning of Item 1101(a) of Regulation AB promulgated by the
Commission under the Act and the Securities Exchange Act of 1934, as amended;
provided, however, that you may convey to one or more of your Potential
Investors (i) information permitted in Rule 134 under the Act or previously
included in the Preliminary Prospectus and (ii) a free writing prospectus, as
defined in Rule 405 under the Act, containing only: (a) a column or other entry
showing the status of the subscriptions for each class of the Notes (both for
the issuance as a whole and for each underwriter's specific retention) and
confirmation information, (b) expected settlement date and expected and actual
pricing parameters of the Notes, (c) information relating to the class, size,
rating, price, CUSIP, coupon, yield, spread, benchmark, status of the Notes, the
expected final payment date, the trade date and payment window of one or more
classes of Notes, and the weighted average life of any class of Notes, (d)
expected maturities of any class of Notes, and (e) the eligibility of the Notes
to be purchased by ERISA


                                       10



plans provided that, in the case of clauses (i) and (ii), such information is
posted on a Bloomberg screen or distributed via Bloomberg and, in the case of
clause (ii), other than the final pricing terms, which will be posted on a
Bloomberg screen or distributed via Bloomberg, such free writing prospectus
shall not contain information that would require the issuer to file such free
writing prospectus pursuant to Rule 433 under the Act.

          6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Notes on the Closing
Date will be subject to the accuracy of the representations and warranties on
the part of the Company and AHFC herein on the Closing Date, to the accuracy of
the statements of Company and AHFC officers made pursuant to the provisions
hereof, to the performance by the Company and AHFC of their respective
obligations hereunder and to the following additional conditions precedent:

               (a) The Representative shall have received a letter, dated the
     date hereof or the Closing Date, of KPMG LLP, in form and substance
     satisfactory to the Representative and counsel for the Underwriters,
     confirming that they are independent public accountants within the meaning
     of the Act and the applicable Rules and Regulations and stating in effect
     that (i) they have performed certain specified procedures as a result of
     which they determined that certain information of an accounting, financial
     or statistical nature (which is limited to accounting, financial or
     statistical information derived from the general accounting records of the
     Trust, AHFC and the Company) set forth in the Registration Statement and
     each Prospectus (and any supplements thereto), agrees with the accounting
     records of the Trust, AHFC and the Company, excluding any questions of
     legal interpretation, and (ii) they have performed certain specified
     procedures with respect to the Receivables.

               (b) Prior to the Closing Date, no stop order suspending the
     effectiveness of the Registration Statement shall have been issued and no
     proceedings for that purpose shall have been instituted or, to the
     knowledge of the Company or the Representative, shall be contemplated by
     the Commission.

               (c) Subsequent to the execution and delivery of this Agreement,
     there shall not have occurred (i) any change, or any development or event
     involving a prospective change, in or affecting particularly the business,
     properties, condition (financial or otherwise) or results of operations of
     the Company or AHFC which, in the judgment of a majority in interest of the
     Underwriters (including the Representative), materially impairs the
     investment quality of any Class of the Notes or makes it impractical or
     inadvisable to proceed with completion of the public offering or the sale
     of and payment for any Class of the Notes; (ii) any suspension or
     limitation of trading in securities generally on the New York Stock
     Exchange, or any setting of minimum prices for trading on such exchange;
     (iii) any banking moratorium declared by Federal, California or New York
     authorities; or (iv) any outbreak or escalation of major hostilities in
     which the United States is involved, any declaration of war by Congress or
     any substantial national or international calamity or emergency if, in the
     judgment of a majority in interest of the Underwriters (including the
     Representative), the effect of any such outbreak, escalation, declaration,
     calamity or emergency makes it impractical or


                                       11



     inadvisable to proceed with completion of the public offering or the sale
     of and payment for any Class of the Notes.

               (d) The Representative shall have received an opinion of Luce,
     Forward, Hamilton & Scripps LLP, special California counsel to the Company
     and AHFC, or of such other California counsel satisfactory to the
     Representative, dated the Closing Date and satisfactory in form and
     substance to the Representative and in form and scope to counsel for the
     Underwriters, to the effect that:

               (i) Each of AHFC and the Company has the corporate power and
          corporate authority to execute and deliver the Receivables Purchase
          Agreement, and to incur its obligations set forth therein.

               (ii) Each of AHFC and the Company has the corporate power and
          corporate authority to execute and deliver the Sale and Servicing
          Agreement, and to incur its obligations set forth therein.

               (iii) Each of AHFC and the Company has the corporate power and
          corporate authority to carry on its business as described in the
          Prospectus.

               (iv) The execution and delivery by AHFC of each of the Basic
          Documents to which AHFC is a party, and the incurring by AHFC of the
          obligations of AHFC thereunder, have been duly authorized by all
          necessary corporate action on the part of AHFC, and each of the Basic
          Documents to which AHFC is a party has been duly executed and
          delivered by AHFC. The execution and delivery by the Company of each
          of the Basic Documents to which the Company is a party, and the
          incurring by the Company of the obligations of the Company thereunder,
          have been duly authorized by all necessary corporate action on the
          part of the Company, and each of the Basic Documents to which the
          Company is a party has been duly executed and delivered by the
          Company.

               (v) The direction by the Company to the Indenture Trustee to
          authenticate the Notes, as set forth in a letter dated as of the
          Closing Date, and the direction by the Company to the Owner Trustee to
          execute and deliver to the Indenture Trustee for authentication the
          Notes, as set forth in a letter dated as of the Closing Date, have
          been duly authorized by all necessary corporate action on the part of
          the Company.

               (vi) The direction by the Company to the Owner Trustee to
          authenticate and deliver the Certificates, as set forth in a letter
          dated as of the Closing Date, has been duly authorized by all
          necessary corporate action on the part of the Company.

               (vii) The execution and delivery by AHFC of each of the Basic
          Documents to which AHFC is a party, and the incurring by AHFC of the
          obligations of AHFC thereunder, do not violate any federal or
          California statute, rule or regulation applicable to AHFC. The
          execution and delivery by the


                                       12



          Company of each of the Basic Documents to which the Company is a
          party, and the incurring by the Company of the obligations of the
          Company thereunder, do not violate any federal or California statute,
          rule or regulation applicable to the Company.

               (viii) Assuming that AHFC follows its standard operating
          procedures for creating and perfecting security interests in
          California Financed Vehicles, as described in an Officers' Certificate
          executed by AHFC and attached hereto, and relying solely on such
          Officers' Certificate with respect to such facts (and AHFC has not
          informed us that it has not followed, or that it will not continue to
          follow, its standard operating procedures in connection with the
          creation and perfection of security interests in the California
          Financed Vehicles), AHFC has acquired or will acquire a perfected
          security interest in each California Financed Vehicle that will be
          prior to any other security interest therein created under Division 9
          of the California Uniform Commercial Code.

               (ix) No filing or other action is necessary to maintain the
          perfection of the security interest in the California Financed
          Vehicles created by the California Receivables and acquired by the
          Company, the Trust or the Indenture Trustee, as applicable. Such
          counsel may note that unless and until the obligors under the
          California Receivables receive effective notice of the transfer to the
          Company, the Trust or the Indenture Trustee (as the case may be) and
          of the assignment of the rights to payment, such obligors are entitled
          to make payments to and accept releases and discharges from AHFC, and,
          for so long as AHFC is named as the legal owner and lienholder on any
          certificate of title with respect to any California Financed Vehicle,
          AHFC has the power to release the security interest in such California
          Financed Vehicle or to make another assignment of such security
          interest to an assignee that becomes the lienholder named on the
          related certificate of title, which power may be improperly exercised
          either through fraud or inadvertence;

               (x) No consent, approval, authorization or other action by, or
          filing with, any federal or California governmental authority, or any
          order or decree, or any modification of any order or decree, from any
          California court, is required for the execution and delivery by each
          of AHFC and the Company of each of the Basic Documents to which it is
          a party or the incurring of its obligations thereunder, or if
          required, the requisite consent, approval, or authorization has been
          obtained, the requisite filing has been accomplished, or the requisite
          action has been taken.

               (xi) The statements in the Prospectus under the heading "Certain
          Legal Aspects of the Receivables," to the extent that they constitute
          matters of State of California law or State of California legal
          conclusions, provide a fair and accurate summary in all material
          respects of such law or conclusions; provided, however, that we
          express no opinion with respect to statements in the next to last
          paragraph under the subheading "Consumer Protection Laws," as to which
          the Company is


                                       13



          receiving an opinion of counsel (from Sheppard, Mullin, Richter &
          Hampton LLP), as described therein.

               (e) The Representative shall have received an opinion of Alston &
     Bird LLP, special counsel to the Company and AHFC, dated the Closing Date
     and satisfactory in form and substance to the Representative and in form
     and scope to counsel for the Underwriters, to the effect that:

               (i) each of the Company and AHFC is validly existing and in good
          standing under the laws of the State of California;

               (ii) when the Notes have been validly executed, authenticated and
          delivered in accordance with the provisions of the Indenture and
          delivered to and paid for by the Underwriters pursuant to this
          Agreement, the Notes will constitute valid and binding obligations of
          the Trust enforceable in accordance with their terms and entitled to
          the benefits of the Indenture, except that enforceability thereof may
          be subject to (a) the effect of bankruptcy, insolvency,
          reorganization, moratorium or other similar laws now or hereafter in
          effect relating to creditors' rights generally and (b) general
          principles of equity regardless of whether such enforceability is
          considered in a proceeding at law or in equity;

               (iii) the execution, delivery and performance by each of the
          Company and AHFC of the Basic Documents to which it is a party will
          not violate or result in a material breach of any of the terms of or
          constitute a material default under or (except as contemplated in the
          Basic Documents) result in the creation of any lien, charge or
          encumbrance on any property or assets of the Company or AHFC, pursuant
          to the terms of any indenture, mortgage, deed of trust or other
          agreement described in an Officer's Certificate or Certificates and
          schedules attached to such opinion (collectively, the "Material
          Agreements"). As to those Material Agreements which by their terms are
          or may be governed by the laws of a jurisdiction other than New York,
          such counsel may assume that such Material Agreements are governed by
          the laws of the State of New York for purposes of such opinion. In
          addition, and in reliance upon a certificate of AHFC's Chief Financial
          Officer or other accounting officer as to compliance with financial
          covenants, such counsel may exclude from the scope of such opinion any
          potential violation of financial covenants contained in such Material
          Agreements;

               (iv) no consent, approval, authorization or order of, or filing
          with, any New York or federal governmental entity is required for the
          execution and delivery by either of the Company or AHFC of the Basic
          Documents to which it is a party or the performance by either of the
          Company or AHFC of the transactions contemplated thereby where the
          failure to make or obtain such consent or approval of, notice to,
          filing with, or other action by, or take such action would reasonably
          be expected to have a material adverse effect on the ability of such
          entity to perform its obligations under the Basic Documents,


                                       14



          except for (i) the filing of UCC financing statements, (ii) filings
          and other actions that may be required pursuant to state securities or
          blue sky laws, and (iii) those that have already been obtained, made
          or taken;

               (v) the execution and delivery by each of the Company and AHFC of
          the Basic Documents to which it is a party, the consummation of the
          transactions contemplated thereby and compliance with any of the
          provisions thereof by each of AHFC and the Company will not violate
          (i) any of the terms, conditions or provisions of the certificate of
          incorporation or bylaws of either of AHFC or the Company, each as
          amended, (ii) any federal or State of New York statute, rule or
          regulation applicable to AHFC or the Company (other than federal and
          state securities or blue sky laws, as to which such counsel need
          express no opinion with respect to this paragraph) or (iii) any
          judgment, written injunction, decree, order or ruling of any court or
          governmental authority binding on AHFC or the Company of which such
          counsel has knowledge;

               (vi) such counsel has no reason to believe that the Registration
          Statement or any amendment thereto, as of the date of the Final
          Prospectus or as of the Closing Date, contained any untrue statement
          of a material fact or omitted to state any material fact required to
          be stated therein or necessary to make the statements therein not
          misleading, or that the Preliminary Prospectus, together with the
          pricing information, as of its date, as of the Time of Sale and as of
          the Closing Date, or the Final Prospectus as of its date or as of the
          Closing Date, contains or contained any untrue statement of a material
          fact or omits or omitted to state any material fact necessary in order
          to make the statements therein, in light of the circumstances under
          which they were made, not misleading; it being understood that such
          counsel need make no statement or express any opinion as to the
          financial statements or other financial, numerical, statistical and
          quantitative information contained in the Registration Statement or a
          Prospectus, and that for purposes of determining the date of the
          Preliminary or Final Prospectus, it shall be the date stated on the
          respective prospectus supplements thereto;

               (vii) the Registration Statement and each Prospectus complies in
          all material respects with the requirements of the Act and the rules
          and regulations promulgated thereunder; and such counsel does not know
          of any contracts or documents of a character required to be described
          in the Registration Statement or each Prospectus or to be filed as
          exhibits to the Registration Statement that are not described and
          filed as required; it being understood that such counsel need express
          no opinion as to the financial statements or other financial,
          numerical, statistical and quantitative information contained in the
          Registration Statement or a Prospectus;

               (viii) the statements in each Prospectus under the heading
          "Certain Legal Aspects of the Receivables," "Summary - ERISA
          Considerations" and "ERISA Considerations," to the extent that they
          constitute matters of federal or State of


                                       15



          New York law, or federal or State of New York legal conclusions
          provide a fair and accurate summary of such law or conclusions; and

               (ix) assuming that the Receivables are in substantially one of
          the forms attached to such opinion, the Receivables constitute
          tangible "chattel paper" within the meaning of the California UCC.

               (f) The Representative shall have received an opinion of Alston &
     Bird LLP, special counsel to the Company and AHFC, dated the Closing Date
     and satisfactory in form and substance to the Representative and in form
     and scope to counsel for the Underwriters, to the effect that:

               (i) the Receivables Purchase Agreement creates a valid security
          interest in favor of the Company in AHFC's right, title and interest
          in and to the Receivables transferred to the Company pursuant to the
          Receivables Purchase Agreement;

               (ii) the Sale and Servicing Agreement creates a valid security
          interest in favor of the Trust in the Company's right, title and
          interest in and to the Receivables transferred to the Trust pursuant
          to the Sale and Servicing Agreement;

               (iii) the Indenture creates a valid security interest in favor of
          the Indenture Trustee in the Trust's right, title and interest in and
          to the Receivables pledged to the Indenture Trustee pursuant to the
          Indenture;

               (iv) the filing of the financing statements of Form UCC-1 naming
          (a) AHFC as debtor in favor of the Company, (b) the Company as debtor
          in favor of the Trust, and (c) the Trust as debtor in favor of the
          Indenture Trustee, in the respective offices, will be effective to
          perfect the security interests described in paragraphs (i), (ii) and
          (iii) above, and each such security interest will be prior to any
          security interest in the Receivables of any other creditor of AHFC,
          the Company or the Trust, respectively;

               (v) the Trust Agreement is not required to be qualified under the
          Trust Indenture Act of 1939, as amended (the "Trust Indenture Act");

               (vi) the Indenture has been duly qualified under the Trust
          Indenture Act;

               (vii) the Registration Statement is effective under the Act and,
          to the best of such counsel's knowledge and information, no stop order
          suspending the effectiveness of the Registration Statement has been
          issued under the Act and no proceedings therefor have been initiated
          or threatened by the Commission;


                                       16



               (viii) each Basic Document (other than the Trust Agreement) to
          which it is a party is, when executed and delivered, a valid and
          binding obligation of each of the Company and AHFC, enforceable
          against each such party in accordance with its terms, except as
          enforceability thereof may be limited by (x) the effect of bankruptcy,
          insolvency, reorganization, moratorium or other similar laws now or
          hereafter in effect relating to creditors' rights generally, (y)
          general principles of equity regardless of whether such enforceability
          is considered in a proceeding at law or in equity, and (z) in the case
          of this Agreement and with respect to rights of indemnity thereunder,
          limitations of public policy under applicable securities laws;

               (ix) assuming due authorization, execution and delivery by the
          Indenture Trustee and the Owner Trustee, not in its individual
          capacity but solely as Owner Trustee on behalf of the Trust, the
          Indenture constitutes the legal, valid and binding agreement of the
          Trust, enforceable against the Trust in accordance with its terms
          (subject to applicable bankruptcy, insolvency, fraudulent transfer,
          reorganization, moratorium and other similar laws affecting creditors'
          rights generally from time to time in effect, and subject, as to
          enforceability, to general principles of equity, regardless of whether
          such enforceability is considered in a proceeding in equity or at law)
          except, as applicable, that such counsel need not express an opinion
          with respect to indemnification or contribution provisions which may
          be deemed to be in violation of the public policy underlying any law
          or regulation; and

               (x) neither the Trust nor the Company is an "investment company"
          or under the "control" of an "investment company" as such terms are
          defined in the Investment Company Act of 1940, as amended (the
          "Investment Company Act") and neither the Trust nor the Company is
          required to register under the Investment Company Act.

               (g) The Representative shall have received an opinion of McKee
     Nelson LLP, tax counsel for the Company, dated the Closing Date and
     satisfactory in form and scope to the Representative and counsel for the
     Underwriters, to the effect that for federal income tax purposes (i) the
     Notes will be characterized as indebtedness, (ii) the Trust will not be
     classified as an association (or publicly traded partnership) taxable as a
     corporation and (iii) the statements set forth in the Prospectus Supplement
     under the headings "Summary of Terms--Tax Status", "Material Income Tax
     Consequences" and Annex A to the Prospectus, "Global Clearance, Settlement
     and Tax Documentation Procedures--Certain U.S. Federal Income Tax
     Documentation Requirements" and in the Base Prospectus under the headings
     "Summary of Terms--Tax Status" and "Material Income Tax Consequences," to
     the extent they constitute matters of law or legal conclusions, accurately
     described the material United States federal income tax consequences to
     Noteholders.


                                       17



               (h) The Representative shall have received an opinion of McKee
     Nelson LLP, tax counsel for the Company, dated the Closing Date and
     satisfactory in form and scope to the Representative and counsel for the
     Underwriters, to the effect that for California state franchise and
     California state income tax purposes the Trust will not be classified as an
     association (or publicly traded partnership) taxable as a corporation.

               (i) The Representative shall have received from McKee Nelson LLP,
     counsel for the Underwriters, such opinion or opinions, dated the Closing
     Date, with respect to the validity of the Notes, the Registration
     Statement, the Prospectus and other related matters as the Representative
     may require, and the Company shall have furnished to such counsel such
     documents as it may request for the purpose of enabling it to pass upon
     such matters.

               (j) The Representative shall have received a certificate, dated
     the Closing Date, of the Chairman of the Board, the President or any
     Vice-President and a principal financial or accounting officer of each of
     the Company and AHFC in which such officers, to the best of their knowledge
     after reasonable investigation, shall state that: the representations and
     warranties of the Company and AHFC in this Agreement are true and correct
     in all material respects; the Company or AHFC, as applicable, has complied
     with all agreements and satisfied all conditions on its part to be
     performed or satisfied hereunder at or prior to the Closing Date in all
     material respects; the representations and warranties of the Company or
     AHFC, as applicable, in the Basic Documents are true and correct as of the
     dates specified in such agreements in all material respects; the Company or
     AHFC, as applicable, has complied with all agreements and satisfied all
     conditions on its part to be performed or satisfied under such agreements
     at or prior to the Closing Date; no stop order suspending the effectiveness
     of the Registration Statement has been issued and no proceedings for that
     purpose have been instituted or are contemplated by the Commission; and,
     subsequent to the date of the Final Prospectus, there has been no material
     adverse change, nor any development or event involving a prospective
     material adverse change, in the condition (financial or otherwise),
     business, properties or results of operations of the Company or AHFC or
     their respective businesses except as set forth in or contemplated by the
     Prospectus or as described in such certificate.

               (k) The Representative shall have received an opinion of Thacher
     Proffitt & Wood LLP, counsel to the Indenture Trustee, dated the Closing
     Date and satisfactory in form and substance to the Representative and in
     form and scope to counsel for the Underwriters, substantially to the effect
     that:

               (i) the Indenture Trustee has been legally organized under the
          laws of the United States and, based upon a certificate of good
          standing issued by the Comptroller of the Currency, is validly
          existing as a national banking association in good standing under the
          laws of the United States;

               (ii) the Indenture Trustee has full power and authority to
          execute, deliver and perform its respective obligations under each of
          the Basic Documents


                                       18



          to which it is a party and has taken all necessary action to authorize
          the execution, delivery and performance by it of each of the Basic
          Documents to which it is a party;

               (iii) no approval, authorization or other action by or filing
          with any governmental authority of the United States of America, or of
          the State of New York, having jurisdiction over the banking or trust
          powers of the Indenture Trustee is required in connection with the
          execution and delivery by the Indenture Trustee of the Basic
          Documents;

               (iv) the execution and delivery of the Basic Documents and the
          performance by the Indenture Trustee of the respective terms of the
          Basic Documents to which it is a party, do not conflict with or result
          in a violation of the Certificate of Incorporation or By-laws of the
          Indenture Trustee or the federal laws of the United States of America
          or laws of the State of New York applicable to the banking or trust
          powers of the Indenture Trustee;

               (v) each of the Basic Documents to which the Indenture Trust is a
          party has been duly executed and delivered by the Indenture Trustee
          and constitutes a legal, valid and binding obligation of the Indenture
          Trustee, enforceable against the Indenture Trustee, in accordance with
          its respective terms, except that, certain of such obligations may be
          enforceable solely against the Collateral and except that such
          enforcement may be limited by bankruptcy, insolvency, reorganization,
          moratorium, liquidation, or other similar laws affecting the
          enforcement of creditors' rights generally, and by general principles
          of equity, including, without limitation, concepts of materiality,
          reasonableness, good faith and fair dealing (regardless of whether
          such enforceability is considered in a proceeding in equity or at
          law); and

               (vi) the Notes delivered on the Closing Date have been duly
          authenticated by the Indenture Trustee in accordance with the terms of
          the Indenture.

               (l) The Representative shall have received an opinion of Thompson
     Hine LLP, counsel to the Owner Trustee, dated the Closing Date and
     satisfactory in form and substance to the Representative and in form and
     scope to counsel for the Underwriters, to the effect that:

               (i) the Owner Trustee is a national banking association duly
          created, validly existing and in good standing under the laws of the
          United States;

               (ii) the Owner Trustee has all necessary power and authority to
          execute, deliver and perform the Trust Agreement, to consummate the
          transactions to be performed by the Owner Trustee as contemplated by
          the Trust


                                       19



          Agreement, and to enter into and to take all actions required of it
          under the Trust Agreement;

               (iii) the Trust Agreement has been duly executed and delivered by
          the Owner Trustee, and is a valid and binding obligation of the Owner
          Trustee. Each of the Agreements to which the Trust is a party, the
          Notes and the Trust Certificate have been duly executed and delivered
          on behalf of the Trust by the Owner Trustee. The Certificates have
          been duly authenticated by the Owner Trustee;

               (iv) to such counsel's knowledge, no authorization, consent or
          other order of any State of New York or federal government authority
          or agency having jurisdiction in the matter is required to be obtained
          by the Owner Trustee for the valid authorization, execution and
          delivery by the Owner Trustee of the Trust Agreement;

               (v) neither the execution, delivery or performance by the Owner
          Trustee of the Trust Agreement, nor the consummation of the
          transactions contemplated thereby, nor compliance with the terms
          thereof, conflict with or result in a breach of or constitute a
          default under its organization certificate or By-laws, any law, rule
          or regulation of the State of New York governing its banking or trust
          powers or, to such counsel's knowledge, without independent
          investigation, any judgment or order applicable to it or its acts,
          properties or, to such counsel's knowledge without independent
          investigation, any indenture, mortgage, contract or other agreement or
          instrument to which the Owner Trustee in its respective capacities is
          a party or by which it is bound;

               (vi) to our knowledge, there is no legal action, suit, proceeding
          or investigation before any court, agency or other governmental body
          pending or threatened (by written communication to it of a present
          intention to initiate such action, suit or proceeding) against the
          Owner Trustee which, either in one instance or in the aggregate, draws
          into question the validity of, seeks to prevent the consummation of
          any of the transactions contemplated by or would impair materially its
          ability to perform its obligations under the Trust Agreement.

               (m) The Representative shall have received an opinion of
     Sheppard, Mullin, Richter & Hampton LLP, special California counsel to the
     Company and AHFC, or of such other California counsel satisfactory to the
     Representative, dated the Closing Date and satisfactory in form and
     substance to the Representative and in form and scope to counsel for the
     Underwriters, to the effect that the blank forms of retail installment sale
     and conditional sale contracts specified therein (the "Contracts") comply,
     or complied when in use, with all applicable disclosure requirements
     affecting the form and printed content of the Contracts under the Federal
     Consumer Credit Protection Act, 15 U.S.C. Sections 1601 et seq. and
     Regulation Z issued pursuant thereto, as interpreted in the Official Staff


                                       20



     Commentary, and applicable California disclosure laws affecting the form
     and printed content of the Contracts.

               (n) The Representative shall have received an opinion of
     Richards, Layton & Finger, P.A., counsel to the Delaware Trustee, dated the
     Closing Date and satisfactory in form and substance to the Representative
     and counsel for the Underwriters, to the effect that:

               (i) the Delaware Trustee has been duly incorporated and is
          validly existing as a banking corporation under the laws of the State
          of Delaware;

               (ii) the Delaware Trustee has the power and authority to execute,
          deliver and perform its obligations under the Trust Agreement;

               (iii) the Trust Agreement has been duly authorized, executed and
          delivered by the Delaware Trustee and constitutes the legal, valid and
          binding obligation of the Delaware Trustee, enforceable against the
          Delaware Trustee in accordance with its terms (subject to applicable
          bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally from time to time in effect, and subject, as to
          enforceability, to general principles of equity, regardless of whether
          such enforceability is considered in a proceeding in equity or at
          law);

               (iv) neither the execution, delivery and performance by the
          Delaware Trustee of the Trust Agreement, nor the consummation of any
          of the transactions by the Delaware Trustee contemplated thereby, is
          in violation of the charters or bylaws of the Delaware Trustee or of
          any law, governmental rule or regulation of the State of Delaware or
          of the United States of America governing the trust powers of the
          Delaware Trustee; and

               (v) neither the execution, delivery and performance by the
          Delaware Trustee of the Trust Agreement, nor the consummation of any
          of the transactions by the Delaware Trustee contemplated thereby,
          requires the consent or approval of, the withholding of objection on
          the part of, the giving of notice to, the filing, registration or
          qualification with, or the taking of any other action in respect of,
          any governmental authority or agency under the laws of the State of
          Delaware or the federal laws of the United States of America governing
          the trust powers of the Delaware Trustee.

               (o) The Representative shall have received one or more opinions
     of Richards, Layton & Finger, P.A., special Delaware counsel to the Trust,
     dated the Closing Date and satisfactory in form and scope to the
     Representative and counsel for the Underwriters, to the effect that:


                                       21



               (i) the Trust has been duly formed and is validly existing and in
          good standing as a statutory trust under the Delaware Statutory Trust
          Statute, 12 Del. C. (section) 3801, et seq. (the "Delaware Act");

               (ii) the Trust has the power and authority under the Delaware Act
          and the Trust Agreement to execute and deliver the Basic Documents to
          which the Trust is a party, to issue the Notes and the Certificates,
          to grant the Collateral (as such term is defined in the Indenture) to
          the Indenture Trustee as security for the Notes and to perform its
          obligations under each of said documents;

               (iii) the Trust has duly authorized and executed the Certificates
          and the Notes, and when the Certificates have been duly executed and
          authenticated by the Owner Trustee and delivered upon the order of the
          Depositor in accordance with the Trust Agreement, the Certificates
          will be validly issued and entitled to the benefits of the Trust
          Agreement;

               (iv) to the extent that Article 9 of the Uniform Commercial Code
          as in effect in the State of Delaware (the "Delaware UCC") is
          applicable (without regard to conflicts of laws principles), and
          assuming that the security interest created by the Indenture in the
          Collateral has been duly created and has attached, upon the filing of
          the financing statements set forth in such opinion (the "Delaware
          Financing Statements") with the Office of the Secretary of State
          (Uniform Commercial Code Division) (the "Division"), the Indenture
          Trustee will have a perfected security interest in the Trust's rights
          in that portion of the Collateral described in the Delaware Financing
          Statements that may be perfected by the filing of a UCC financing
          statement with the Division (the "Filing Collateral") and the proceeds
          thereof (as defined in Section 9-102(a)(64) of the Delaware UCC);

               (v) the search report referenced in such opinion will set forth
          the proper filing office and the proper debtor necessary to identify
          those persons who under the Delaware UCC have on file financing
          statements against the Trust covering the Filing Collateral as of the
          Closing Date. Such search report identifies no secured party who has
          filed with the Division a financing statement naming the Trust as
          debtor, and describing the Filing Collateral prior to the Closing
          Date;

               (vi) assuming for federal income tax purposes that the Trust will
          not be classified as an association or a publicly traded partnership
          taxable as a corporation, and that the Notes will be characterized as
          indebtedness for federal income tax purposes, then the Trust will not
          be subject to any franchise or income tax under the laws of the State
          of Delaware, and the Notes will also be characterized as indebtedness
          for Delaware tax purposes;


                                       22



               (vii) the Trust Agreement is the legal, valid and binding
          obligation of the parties thereto, enforceable against such parties,
          in accordance with its terms (subject to such exclusions and
          exceptions as are customary in opinions of this type);

               (viii) under the Delaware Act, the Trust is a separate legal
          entity and, assuming that the Sale and Servicing Agreement conveys
          good title to the Trust property to the Trust as a true sale and not
          as a security arrangement, the Trust rather than the
          Certificateholders will hold whatever title to the Trust property as
          may be conveyed to it from time to time pursuant to the Sale and
          Servicing Agreement, except to the extent that the Trust has taken
          action to dispose of or otherwise transfer or encumber any part of the
          Trust property;

               (ix) under 3805(b) of the Delaware Act, no creditor of any
          Certificateholder (as defined in the Trust Agreement) shall have any
          right to obtain possession of, otherwise exercise legal or equitable
          remedies with respect to, the property of the Trust except in
          accordance with the terms of the Trust Agreement;

               (x) under 3805(c) of the Delaware Act, except to the extent
          otherwise provided in the Trust Agreement, a Certificateholder
          (including the Company in its capacity as Depositor under the Trust
          Agreement) has no interest in specific Receivables; and

               (xi) under 3808(a) and (b) of the Delaware Act, the Trust may not
          be terminated or revoked by any Certificateholder, and the
          dissolution, termination or bankruptcy of any Certificateholder shall
          not result in the termination or dissolution of the Trust, except to
          the extent otherwise provided in the Trust Agreement.

               (p) The Representative shall have received an opinion of Alston &
     Bird LLP, counsel to the Company, dated the Closing Date and satisfactory
     in form and substance to the Representative and in form and scope to
     counsel for the Underwriters, (i) with respect to the characterization of
     the transfer of the Receivables by AHFC to the Company and (ii) to the
     effect that should AHFC become the debtor in a case under Title 11 of the
     United States Code (the "Bankruptcy Code") the Company would not otherwise
     properly be a debtor in a case under the Bankruptcy Code, and in a properly
     presented and decided case, a federal bankruptcy court would not use its
     equitable discretion to disregard the corporate forms of the Company and
     AHFC so as to substantively consolidate the assets and liabilities of the
     Company with the assets and liabilities of AHFC, and such opinion shall be
     in substantially the form previously discussed with the Representative and
     counsel for the Underwriters and in any event satisfactory in form and in
     substance to the Representative and in form and scope to counsel for the
     Underwriters.


                                       23



               (q) The Representative shall have received evidence satisfactory
     to it and its counsel that, on or before the Closing Date, UCC-1 financing
     statements have been or are being filed in the office of the Secretary of
     State of the state of (i) California reflecting the transfer of the
     interest of AHFC in the Receivables and the proceeds thereof to the Company
     and the transfer of the interest of the Company in the Receivables and the
     proceeds thereof to the Trust and (ii) Delaware reflecting the grant of the
     security interest by the Trust in the Receivables and the proceeds thereof
     to the Indenture Trustee.

               (r) The Representative shall have received an opinion of Alston &
     Bird LLP, special counsel to the Company, dated the Closing Date and
     satisfactory in form and substance to the Representative and in form and
     scope to counsel for the Underwriters to the effect that upon execution and
     delivery of the Sale and Servicing Agreement, the Indenture and the Control
     Agreement, the provisions of the Indenture and the Control Agreement will
     be effective to create a valid security interest in favor of the Indenture
     Trustee, to secure payment of the Notes, in the Trust's rights in all
     "security entitlements" (as defined in Section 8-102(a)(17) of the UCC)
     with respect to "financial assets" (as defined in Section 8-102(a)(9) of
     the UCC) now or hereafter credited to each Securities Account and in all
     "security entitlements" (within the meaning of the Federal Book-Entry
     Regulations) with respect to Federal Book-Entry Securities now or hereafter
     credited to each Securities Account (such security entitlements,
     collectively, the "Security Entitlements"); the provisions of the Indenture
     and the Control Agreement will be effective to perfect the security
     interest of the Indenture Trustee in the Security Entitlements; and no
     security interest of any other creditor of the Trust will be prior to the
     security interest of the Indenture Trustee in the Security Entitlements.

               (s) Each Class of the Notes shall have been rated in the highest
     rating category by each of Fitch and Standard & Poor's.

               (t) On or prior to the Closing Date, the Certificates shall have
     been issued to the Company.

               (u) The Representative shall have received from Alston & Bird LLP
     and each other counsel for the Company, a letter dated the Closing Date to
     the effect that the Underwriters may rely upon each opinion rendered by
     such counsel to either Standard & Poor's or Fitch in connection with the
     rating of any Class of the Notes, as if each such opinion were addressed to
     the Underwriters.

               (v) The Representative shall have received an opinion of Scott
     Shea, Esq., counsel to the Company and AHFC, dated the Closing Date, to the
     effect that to the best knowledge of such counsel after due inquiry, there
     are no actions, proceedings or investigations to which the Company or AHFC
     is a party or that are threatened before any court, administrative agency
     or other tribunal having jurisdiction over AHFC or the Company, (i) that
     are required to be disclosed in the Registration Statement, (ii) asserting
     the invalidity of this Agreement, any Basic Document, the Notes or the
     Certificates, (iii) seeking to prevent the issuance of the Notes or the
     Certificates or the consummation


                                       24



     of any of the transactions contemplated by this Agreement or the Basic
     Documents, (iv) which might materially and adversely affect the performance
     by the Company or AHFC of its obligations under, or the validity or
     enforceability of, this Agreement, any Basic Document, the Notes or the
     Certificates or (v) seeking adversely to affect the federal income tax
     attributes of the Notes as described in the Prospectus under the heading
     "Material Income Tax Consequences."

               (w) As of the Closing Date, the representations and warranties of
     the Company and AHFC contained in the Basic Documents will be true and
     correct.

          The Company will furnish the Representative with such conformed copies
of such opinions, certificates, letters and documents as the Representative
reasonably requests.

          The Representative may, in its sole discretion, waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder.

          7. Indemnification and Contribution.

               (a) The Company and AHFC will, jointly and severally, indemnify
     and hold harmless each Underwriter against any losses, claims, damages or
     liabilities, joint or several, to which such Underwriter may become
     subject, under the Act, or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact contained or incorporated in the Registration Statement, each
     Prospectus, or any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading and will reimburse each Underwriter for any legal or
     other expenses reasonably incurred by such Underwriter in connection with
     investigating or defending any such loss, claim, damage, liability or
     action as such expenses are incurred; provided, however, that neither the
     Company nor AHFC will be liable in any such case to the extent that any
     such loss, claim, damage or liability arises out of or is based upon an
     untrue statement or alleged untrue statement in or omission or alleged
     omission from any of such documents in reliance upon and in conformity with
     written information furnished to the Company or AHFC by any Underwriter
     through the Representative specifically for use therein, it being
     understood and agreed that the only such information furnished by any
     Underwriter consists of the information described as such in subsection (b)
     below.

               (b) Each Underwriter will severally and not jointly indemnify and
     hold harmless the Company and AHFC against any losses, claims, damages or
     liabilities to which the Company or AHFC may become subject, under the Act
     or otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained or
     incorporated in the Registration Statement, each Prospectus, or any
     amendment or supplement thereto, or arise out of or are based upon the
     omission or the


                                       25



     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, in each
     case to the extent, but only to the extent, that such untrue statement or
     alleged untrue statement or omission or alleged omission was made in
     reliance upon and in conformity with written information furnished to the
     Company by such Underwriter through the Representative specifically for use
     therein, and will reimburse any legal or other expenses reasonably incurred
     by the Company or AHFC in connection with investigating or defending any
     such loss, claim, damage, liability or action as such expenses are
     incurred, it being understood and agreed that the only such information
     furnished by any Underwriter consists of the following information
     furnished on behalf of each Underwriter: in the Final Prospectus, the
     concession and reallowance figures appearing in the third paragraph under
     the caption "Underwriting" and in each Prospectus, the information
     contained in the third paragraph, the second sentence of the fifth
     paragraph, and the seventh paragraph under the caption "Underwriting"
     (collectively, the "Underwriter Information").

               (c) Promptly after receipt by an indemnified party under this
     Section of notice of the commencement of any action, such indemnified party
     will, if a claim in respect thereof is to be made against the indemnifying
     party under subsection (a) or (b) above, notify the indemnifying party of
     the commencement thereof, but the omission so to notify the indemnifying
     party will not relieve it from any liability which it may have to any
     indemnified party otherwise than under subsection (a) or (b) above. In case
     any such action is brought against any indemnified party and it notifies
     the indemnifying party of the commencement thereof, the indemnifying party
     will be entitled to participate therein and, to the extent that it may
     wish, jointly with any other indemnifying party similarly notified, to
     assume the defense thereof, with counsel satisfactory to such indemnified
     party (who shall not, except with the consent of the indemnified party, be
     counsel to the indemnifying party), and after notice from the indemnifying
     party to such indemnified party of its election so to assume the defense
     thereof and after acceptance by the indemnified party of such counsel, the
     indemnifying party will not be liable to such indemnified party under this
     Section for any legal or other expenses subsequently incurred by such
     indemnified party in connection with the defense thereof other than
     reasonable costs of investigation. No indemnifying party shall, without the
     prior written consent of the indemnified party, effect any settlement of
     any pending or threatened action in respect of which any indemnified party
     is or could have been a party if indemnity could have been sought hereunder
     by such indemnified party unless such settlement includes (i) an
     unconditional release of such indemnified party from all liability on any
     claims that are the subject matter of such action and (ii) does not include
     a statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of the indemnified party.

               (d) If the indemnification provided for in this Section is
     unavailable or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above, then each indemnifying party shall contribute
     to the amount paid or payable by such indemnified party as a result of the
     losses, claims, damages or liabilities referred to in subsection (a) or (b)
     above (i) in such proportion as is appropriate to reflect the relative
     benefits received by the Company on the one hand and the Underwriters on
     the other


                                       26



     from the offering of the Notes or (ii) if the allocation provided by clause
     (i) above is not permitted by applicable law, in such proportion as is
     appropriate to reflect not only the relative benefits referred to in clause
     (i) above but also the relative fault of the Company on the one hand and
     the Underwriters on the other in connection with the statements or
     omissions which resulted in such losses, claims, damages or liabilities as
     well as any other relevant equitable considerations. The relative benefits
     received by the Company on the one hand and the Underwriters on the other
     shall be deemed to be in the same proportion as the total net proceeds from
     the offering (before deducting expenses) received by the Company bear to
     the total underwriting discounts and commissions received by the
     Underwriters. The relative fault shall be determined by reference to, among
     other things, whether the untrue or alleged untrue statement of a material
     fact or the omission or alleged omission to state a material fact relates
     to information supplied by the Company or the Underwriters and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such untrue statement or omission. The amount paid by an
     indemnified party as a result of the losses, claims, damages or liabilities
     referred to in the first sentence of this subsection (d) shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any action or claim
     which is the subject of this subsection (d). Notwithstanding the provisions
     of this subsection (d), no Underwriter shall be required to contribute any
     amount in excess of the amount by which the total price at which the Notes
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such Underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation. The Underwriters' obligations in this
     subsection (d) to contribute are several in proportion to their respective
     underwriting obligations and not joint.

               (e) The obligations of the Company or AHFC under this Section
     shall be in addition to any liability which the Company or AHFC may
     otherwise have and shall extend, upon the same terms and conditions, to
     each person, if any, who controls any Underwriter within the meaning of the
     Act; and the obligations of the Underwriters under this Section shall be in
     addition to any liability which the respective Underwriters may otherwise
     have and shall extend, upon the same terms and conditions, to each director
     of the Company or AHFC, to each officer of the Company and AHFC who has
     signed the Registration Statement and to each person, if any, who controls
     the Company or AHFC within the meaning of the Act.

          8. Absence of Fiduciary Relationship. The Company acknowledges and
agrees that the Underwriters are acting solely in the capacity of an arm's
length contractual counterparty to the Company and AHFC with respect to the
offering of the Notes contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Company, AHFC or any other person.
Additionally, neither the Representative nor any other Underwriter is advising
the Company, AHFC or any other person as to any legal, tax, investment,
accounting or regulatory matters in


                                       27



any jurisdiction. Each of the Company and AHFC shall consult with its own
advisors concerning such matters and shall be responsible for making their own
independent investigation and appraisal of the transactions contemplated hereby,
and the Underwriters shall have no responsibility or liability to the Company or
AHFC with respect thereto. Any review by the Underwriters of the Company, AHFC,
the transactions contemplated hereby or other matters relating to such
transactions will be performed solely for the benefit of the Underwriters and
shall not be on behalf of the Company or AHFC.

          9. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Notes hereunder on the Closing Date and the
aggregate principal amount of Notes that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
principal amount of Notes that the Underwriters are obligated to purchase on
such Closing Date, the Representative may make arrangements satisfactory to the
Company for the purchase of such Notes by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
nondefaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Notes that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate principal amount of
Notes with respect to which such default or defaults occur exceeds 10% of the
total principal amount of Notes that the Underwriters are obligated to purchase
on such Closing Date and arrangements satisfactory to the Representative and the
Company for the purchase of such Notes by other persons are not made within 36
hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting Underwriter or the Company, except as provided in
Section 10. As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.

          10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or AHFC or their respective officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter or the Company or
AHFC or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Notes. If
this Agreement is terminated pursuant to Section 9 or if for any reason the
purchase of the Notes by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company, AHFC and the
Underwriters pursuant to Section 7 shall remain in effect. If the purchase of
the Notes by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 9 or the
occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c),
the Company and AHFC, jointly and severally, will reimburse the Underwriters for
all out-of pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Notes.

          11. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered by hand or overnight
delivery service (FedEx or


                                       28



United Parcel Service) or sent by facsimile and confirmed to the Representative
at 270 Park Avenue, 10th Floor, New York, New York 10017, Attention: ABS
Syndicate & Trading (facsimile number (212) 648-5907), or, if sent to the
Company, will be mailed, delivered by hand or overnight delivery service (FedEx
or United Parcel Service) or sent by facsimile transmission and confirmed to it
at 20800 Madrona Avenue, Torrance, California 90503, Attention: Paul C. Honda,
(facsimile: (310) 972-2415), and if to AHFC, will be mailed, delivered by hand
or overnight delivery service (FedEx or United Parcel Service) or sent by
facsimile transmission and confirmed to it at 20800 Madrona Avenue, Torrance,
California 90503, Attention: Paul C. Honda, (facsimile: (310) 972-2415);
provided that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered by hand or overnight delivery service (FedEx or United Parcel Service)
or sent by facsimile and confirmed to such Underwriter.

          12. No Bankruptcy Petition. Each Underwriter agrees that, prior to the
date which is one year and one day after the payment in full of all securities
issued by the Company or by a trust for which the Company was the depositor,
which securities were rated by any nationally recognized statistical rating
organization, it will not institute against, or join any other person in
instituting against, the Company any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any Federal or
state bankruptcy or similar law.

          13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 10, and no other
person will have any right or obligation hereunder.

          14. Representation of Underwriters. The Representative will act for
the several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representative will be binding upon all the
Underwriters.

          15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all such
counterparts shall together constitute one and the same Agreement.

          16. Applicable Law; Submission to Jurisdiction.

               (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

               (b) Each of the Company and AHFC hereby submits to the
     nonexclusive jurisdiction of the Federal and state courts in the Borough of
     Manhattan in The City of New York in any suit or proceeding arising out of
     or relating to this Agreement or the transactions contemplated hereby.


                                       29



                  [Remainder of Page Intentionally Left Blank]


                                       30



          If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to each of the Company
and AHFC one of the counterparts hereof, whereupon it will become a binding
agreement between the Company, AHFC and the several Underwriters in accordance
with its terms.

          Very truly yours,

                                        AMERICAN HONDA RECEIVABLES CORP.


                                        BY:
                                            ------------------------------------
                                        NAME:
                                        TITLE:


                                        AMERICAN HONDA FINANCE CORPORATION


                                        BY:
                                            ------------------------------------
                                        NAME:
                                        TITLE:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written:

     J.P. MORGAN SECURITIES INC., acting on behalf of itself
     and as the Representative of the several Underwriters


BY:
    ---------------------------------
NAME:
TITLE:



                                   SCHEDULE A



                                     Amount of Class   Amount of Class   Amount of Class   Amount of Class
            Underwriter                 A-1 Notes         A-2 Notes         A-3 Notes         A-4 Notes
----------------------------------   ---------------   ---------------   ---------------   ---------------

J.P. Morgan Securities Inc.            $111,650,000      $115,150,000      $136,150,000      $ 60,959,000
ABN AMRO Incorporated                  $111,650,000      $115,150,000      $136,150,000      $ 60,959,000
Citigroup Global Markets Inc.          $ 31,900,000      $ 32,900,000      $ 38,900,000      $ 17,417,000
Credit Suisse Securities (USA) LLC     $ 31,900,000      $ 32,900,000      $ 38,900,000      $ 17,417,000
HSBC Securities (USA) Inc.             $ 31,900,000      $ 32,900,000      $ 38,900,000      $ 17,417,000
                                       ------------      ------------      ------------      ------------
Total:                                 $319.000,000      $329,000,000      $389,000,000      $174,170,000
                                       ============      ============      ============      ============



                                       A-1