UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2010 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-150095-06 (Commission File Number of issuing entity) Honda Auto Receivables 2009-3 Owner Trust (Exact name of issuing entity specified in its charter) 333-150095 (Commission File Number of depositor) American Honda Receivables Corp. (Exact name of depositor as specified in its charter) American Honda Finance Corporation (Exact name of sponsor as specified in its charter) Delaware 36-7517824 (State or other jurisdiction of organization (I.R.S Employer Identification No.) of the issuing entity) c/o American Honda Receivables Corp. 20800 Madrona Avenue Torrance, CA 90503 (Address of principal executive offices of the issuing entity) (Zip Code) (310) 972-2511 (Telephone number, including area code)
Title of Each Class None Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Registered None Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes No None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.(Check one): Large Accelerated Filer Non-Accelerated Filer Accelerated Filer Smaller Reporting Company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Registrant has no voting or non-voting class of common equity outstanding and held by nonaffiliates as of the date of this report. 2
PART I The following items have been omitted in accordance with General Instruction J to Form 10-K: (a) (b) (c) (d) (e) Item 1, Business Item 1A, Risk Factors Item 2, Properties Item 3, Legal Proceedings Item 4, [Removed and Reserved.] Item 1B. Unresolved Staff Comments. Not applicable Substitute information provided in accordance with General Instruction J to Form 10-K: Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information). No single obligor represents more than 10% of the pool assets held by Honda Auto Receivables 2009-3 Owner Trust (the Trust ). Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers). No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Trust or payments on the notes (the Notes ) or certificates (the Certificates ) issued by the Trust. Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Trust. Item 1117 of Regulation AB. Legal Proceedings. No legal proceedings are pending against any of the following companies: American Honda Finance Corporation (the Sponsor ), American Honda Receivables Corp. (the Depositor ), Citibank, N.A. (the Indenture Trustee ), FDI Computer Consulting, Inc., dba FDI Collateral Management ( FDI ) or the Trust that are or would be material to holders of the Notes or the Certificates. PART II The following items have been omitted in accordance with General Instruction J to Form 10-K: (a) (b) (c) (d) (e) (f) (g) Item 5, Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6, Selected Financial Data Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operation Item 7A, Quantitative and Qualitative Disclosures About Market Risk Item 8, Financial Statements and Supplementary Data Item 9, Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item 9A, Controls and Procedures 3
Item 9B. Other Information. Not applicable PART III The following items have been omitted in accordance with General Instruction J to Form 10-K: (a) Item 10, Directors and Executive Officers of the Registrant (b) Item 11, Executive Compensation (c) Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (d) Item 13, Certain Relationships and Related Transactions (e) Item 14, Principal Accountant Fees and Services Substitute information provided in accordance with General Instruction J to Form 10-K: Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions. The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the pool assets owned by the Trust. The Sponsor is also the primary servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the primary servicer. Through its purchase of the Certificates, the Depositor has acquired a 100% ownership interest in the Trust; therefore, the Trust is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and primary servicer). The Indenture Trustee is not affiliated with the Sponsor (including in its role as originator and primary servicer), the Depositor or the Trust. FDI, as a special servicer is likewise not affiliated with the Sponsor (including in its role as originator and primary servicer), the Depositor or the Trust. There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates. In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm s length transaction with an unrelated party, apart from the transaction involving the issuance of the Notes and Certificates by the Trust, between the Sponsor, the Depositor or the Trust and any of the parties mentioned in this Item. Since February 2002, the Sponsor has contracted with FDI s parent, trivin, Inc., for FDI to provide certain software-based services to the Sponsor in connection with the titling and registering of vehicles through online services made available by the motor vehicle administrations in various states. This contract was most recently updated in August 2009 to include, among other things, a new fee schedule. The vehicles for which FDI performs these services correspond to approximately 100% of the receivables contained in the asset pool held by the Trust. Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. The Sponsor (in its role as servicer), the Indenture Trustee and FDI (collectively, the Servicing Parties ) have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Trust. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a Servicing Report ), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an Attestation Report ) by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K. Neither of the Servicing Reports prepared by the Sponsor, the Indenture Trustee or FDI, or the Attestation Reports provided by the Sponsor, the Indenture Trustee or FDI, has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party. 4
Item 1123 of Regulation AB. Servicer Compliance Statement. The Sponsor (in its role as servicer) and FDI have been identified by the registrant as servicers with respect to the asset pool held by the Trust. Each of the Sponsor and FDI has completed a statement of compliance with applicable servicing criteria (each a Compliance Statement ), in each case signed by an authorized officer of the Sponsor and FDI, respectively. The Compliance Statements are attached as exhibits to this Form 10-K. PART IV Item 15. Exhibits. The exhibits listed below are either included or incorporated by reference as indicated: Exhibit 3.1 Articles of Incorporation of the Depositor, as last amended on July 31, 2003 and filed with the secretary of state of California on August 12, 2003. Exhibit 3.2 Amended and Restated By-laws of the Depositor, in effect since April 1, 2004. Exhibit 4.1 Indenture, dated as of July 1, 2009, between Honda Auto Receivables 2009-3 Owner Trust and Citibank, N.A., as indenture trustee, incorporated by reference to exhibit 4.1 to Form 8-K dated July 14, 2009, and filed by the registrant on July 14, 2009. Exhibit 4.2 Amended and Restated Trust Agreement, dated July 14, 2009, among American Honda Receivables Corp., Union Bank, N.A., as owner trustee, and U.S. Bank Trust National Association, as Delaware trustee, incorporated by reference to exhibit 4.2 to Form 8-K dated July 14, 2009, and filed by the registrant on July 14, 2009. Exhibit 31.1 Certification of senior officer in charge of the servicing function of the servicer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 33.1 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of American Honda Finance Corporation. Exhibit 33.2 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of FDI Computer Consulting, Inc., dba FDI Collateral Management. Exhibit 33.3 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Citibank, N.A. Exhibit 34.1 Attestation Report on Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of American Honda Finance Corporation. Exhibit 34.2 Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of McGladrey & Pullen, LLP, on behalf of FDI Computer Consulting, Inc., dba FDI Collateral Management. Exhibit 34.3 Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of Citibank, N.A. Exhibit 35.1 Servicing Compliance Statement of American Honda Finance Corporation. Exhibit 35.2 Servicing Compliance Statement of FDI Computer Consulting, Inc., dba FDI Collateral Management. 5
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Honda Auto Receivables 2009-3 Owner Trust By: American Honda Finance Corporation, as Servicer Date: June 28, 2010 By: /s/ Paul C. Honda Paul C. Honda Assistant Vice President, Assistant Secretary and Compliance Officer (senior officer in charge of the servicing function) 6
EXHIBIT INDEX Exhibit Description Exhibit 3.1 Articles of Incorporation of the Depositor, as last amended on July 31, 2003 and filed with the secretary of state of California on August 12, 2003. Exhibit 3.2 Amended and Restated By-laws of the Depositor, in effect since April 1, 2004. Exhibit 4.1 Indenture, dated as of July 1, 2009, between Honda Auto Receivables 2009-3 Owner Trust and Citibank, N.A., as indenture trustee, incorporated by reference to exhibit 4.1 to Form 8-K dated July 14, 2009, and filed by the registrant on July 14, 2009. Exhibit 4.2 Amended and Restated Trust Agreement, dated July 14, 2009, among American Honda Receivables Corp., Union Bank, N.A., as owner trustee, and U.S. Bank Trust National Association, as Delaware trustee, incorporated by reference to exhibit 4.2 to Form 8-K dated July 14, 2009, and filed by the registrant on July 14, 2009. Exhibit 31.1 Certification of senior officer in charge of the servicing function of the servicer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 33.1 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of American Honda Finance Corporation. Exhibit 33.2 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of FDI Computer Consulting, Inc., dba FDI Collateral Management. Exhibit 33.3 Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Citibank, N.A. Exhibit 34.1 Attestation Report on Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of American Honda Finance Corporation. Exhibit 34.2 Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of McGladrey & Pullen, LLP, on behalf of FDI Computer Consulting, Inc., dba FDI Collateral Management. Exhibit 34.3 Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of Citibank, N.A. Exhibit 35.1 Servicing Compliance Statement of American Honda Finance Corporation. Exhibit 35.2 Servicing Compliance Statement of FDI Computer Consulting, Inc., dba FDI Collateral Management. 7
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF AMERICAN HONDA RECEIVABLES CORP. a California corporation Y. Kohama and R. Nakamura hereby certify that: 1. They are the duly elected and acting president and secretary, respectively, of AMERICAN HONDA RECEIVABLES CORP., a California Corporation, 2. The Articles of Incorporation of this corporation are amended and restated in full to read as set forth in Exhibit A hereto, which is incorporated herein by this reference and made a part hereof. 3. The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the Board of Directors of the Corporation. 4. The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the required vote of Shareholders in accordance with Section 902 of the California General Corporation Law; the total number of outstanding shares of each class entitled to vote with respect to the amendment and restatement of the Articles of Incorporation was 1,000; and the number of shares of each class voting in favor of the amendment and restatement equaled or exceeded the vote required, such required vote being a majority of the outstanding shares of the Corporation. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated: July 5, 1995 /s/ Y. Kohama Y. Kohama, President /s/ R. Nakamura R. Nakamura, Secretary 1
Exhibit A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN HONDA RECEIVABLES CORP. ARTICLE I NAME The name of the corporation is American Honda Receivables Corp. ARTICLE II PURPOSE OF CORPORATION (a) Subject to paragraph (b) below, the purpose of the corporation (the Corporation ) is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. (b) Notwithstanding paragraph (a) above, the purpose of the Corporation is limited to the following purposes, and activities incident to and necessary or convenient to accomplish the following purposes: (i) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, new and used automobiles, light duty trucks and minivans (the Receivables ); (ii) to authorize, issue, sell and deliver one or more series of obligations, consisting of one or more classes of certificates or notes or other evidence of indebtedness (the Securities ) that are collateralized by or evidence an interest in the Receivables; and (iii) negotiate, authorize, execute, deliver and assume the obligations of any agreement relating to the activities set forth in clauses (i) and (ii) above, including but not limited to any pooling and servicing agreement, indenture, reimbursement agreement, credit support agreement, receivables purchase agreement or underwriting agreement and to engage in any lawful activity which is incidental to the activities contemplated by any such agreement. So long as any outstanding debt of the Corporation or Securities are rated by any nationally recognized statistical rating organization, the Corporation shall not issue notes or otherwise borrow money unless (A) the Corporation has made a written request to the related nationally recognized statistical rating organization to issue notes or incur borrowings which notes or borrowings are rated by the related nationally recognized statistical rating organization the same as or higher than the rating afforded such rated debt or Securities, or (B) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Corporation other than the assets pledged to secure such notes or borrowings, (2) do not constitute a claim against the Corporation in the event such assets are insufficient to pay such notes or borrowings, and (3) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities. 2
ARTICLE III Reserved ARTICLE IV CAPITAL STOCK The Corporation shall have one class of stock designated as Common Stock, and the total number of shares of stock of that class that the Corporation shall have authority to issue is 1,000 shares of no par stock. No shareholder shall have any preemptive right to acquire additional shares of the Corporation. ARTICLE V INDEPENDENT DIRECTORS The Corporation shall at all times, except as noted hereafter, have at least two Directors (each, an Independent Director ) who is not (a) a director, officer or employee of any affiliate of the Corporation; (b) a person related to any officer or director of any affiliate of the Corporation; (c) a holder (directly or indirectly) of more than 10% of any voting securities of any affiliate of the Corporation; or (d) a person related to a holder (directly or indirectly) of more than 10% of any voting securities of any affiliate of the Corporation. In the event of the death, incapacity, resignation or removal of all Independent Directors, the Board of Directors shall promptly appoint an Independent Director for each Independent Director whose death, incapacity, resignation or removal caused the related vacancy on the Board of Directors; provided, however, that the Board of Directors shall not vote on any matter unless and until at least two Independent Directors have been duly appointed to serve; on the Board. 3
ARTICLE VI LIMITATIONS ON ACTIONS BY THE CORPORATION Notwithstanding any other provision of these Articles and any provision of law, the Corporation shall not do any of the following: (a) engage in any business or activity other than as set forth in Article 11 hereof; (b) without the affirmative vote of a majority of the members of the Board of Directors of the Corporation (which must include the affirmative vote of all duly appointed Independent Directors), (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Corporation or a substantial past of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph; provided, however, that no Rector may be rewired by any shareholder of the Corporation to consent to the institution of bankruptcy or insolvency proceedings against the Corporation so tong as it is solvent; or (c) without the unanimous affirmative vote of the members of the board of Directors of the Corporation, merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity, except for the acquisition of Receivables of American Honda Finance Corporation ( American Honda ) and the sale of Receivables to one or more trusts in accordance with the terms of Article II(b) hereof, on which there shall be no such restriction. 4
ARTICLE VII INTERNAL AFFAIRS The Corporation shall insure at all times that (a) it maintains separate corporate records and books of account from those of American Honda, and (b) except as permitted by contract between the Corporation and American Honda with respect to deposits in certain accounts of collections of trade receivables of American Honda that were not sold to the Corporation pursuant to an agreement between them, which will be promptly remitted to the owner thereof, none of the Corporation's assets will be commingled with those of American Honda or any of their affiliates. ARTICLE VIII AMENDMENTS The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles in any manner now or hereafter provided herein or by statute; and, except as provided with respect to the indemnification of directors, all rights, preferences and privileges conferred by these Articles upon shareholders, directors on any other person are granted subject to such right; provided, however, that the Corporation shall not amend, alter, change or repeal any provision of Articles II and V through VIII (the Restricted Articles ) without the unanimous vote of the full Board of Directors and provided, further, that the Corporation shall not amend or change any Article: so as to be inconsistent with the Restricted Articles. ARTICLE IX LIABILITY OF DIRECTORS FOR MONETARY DAMAGES; INDEMNIFICATION law. (a) The liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California (b) The Corporation is authorized to provide indemnification of the Directors and other agents of the Corporation (as defined in Section 317 of the California General Corporation Law) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California General Corporation Law, subject only to the applicable limits set forth in Section 204 of the California General Corporation Law. 5
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF AMERICAN HONDA RECEIVABLES CORP. a California corporation Y. Takahashi and M. Tanaka hereby certify that: 1. They are the duly elected and acting president and secretary, respectively, of AMERICAN HONDA RECEIVABLES CORP., a California corporation (the Corporation ). 2. Paragraph (b) of Article II of the Articles of Incorporation of the Corporation (the Articles of Incorporation ) is amended to read as follows: (b) Notwithstanding paragraph (a) above, the purpose of the Corporation is limited to the following purposes, and activities incident to and necessary or convenient to accomplish the following purposes; (i) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, receivables arising out of or relating to the financing or sale of new or used motor vehicles, including automobiles, light duty trucks and recreational vehicles, monies due thereunder, security interests in the motor vehicles financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, the Receivables ); (ii) to authorize, issue, sell and deliver one or more series of obligations, consisting of one or more classes of certificates or notes or other evidences of indebtedness (the Securities ) that are collateralized by or evidence an interest in the Receivables; and (iii) to -negotiate, authorize, execute, deliver and assume the obligations of any agreement relating to the activities set forth in clauses (i) and (ii) above, including but not limited to any pooling and servicing agreement, indenture, reimbursement agreement, credit support agreement, receivables purchase agreement or underwriting agreement and to engage it any lawful activity which is incidental to the, activities contemplated by any such agreement. So long as any outstanding debt of the Corporation or Securities are rated by any nationally recognized statistical rating organization, the Corporation shall not issue notes or otherwise borrow money unless (A) the Corporation has made a written request to the related nationally recognized statistical rating organization to issue notes or incur borrowings which notes or borrowings are rated by the related nationally recognized statistical rating organization the same as or higher than the rating afforded such rated debt or Securities, or (B) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Corporation other than the assets pledged to secure such notes or borrowings, (2) do not constitute a claim against the Corporation in the event such assets are insufficient to pay such notes or borrowings, and (3) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities. 6
3. Article VII of the Articles of Incorporation is amended to read as follows: The Corporation shall insure at all times that INTERNAL AFFAIRS (a) (b) (c) (d) (e) it maintains separate corporate records, financial statements and books of account from those of American Honda and each other affiliate of the Corporation; except as permitted by contract between the Corporation and American Honda with respect to deposits in certain accounts of collections of trade receivables of American Honda that were not sold to the Corporation pursuant to an agreement between them, which will be promptly remitted to the owner thereof, none of the Corporation's assets will be commingled with those of American Honda or any of their affiliates and all such assets will be maintained so that such assets are readily identifiable as assets of the Corporations and not those of any other individual, partnership (whether general or limited), limited liability company, corporation, trust estate, association, nominee or other entity (collectively, Person ), including maintaining the Corporation's own bank accounts separate from any other Person; it observes all corporate formalities, including maintaining minutes of the Corporation's meetings; it conducts its dealings with third parties, including American Honda and its subsidiaries and affiliates, and otherwise holds itself out to the public, in its own name, as a separate and independent entity; it uses separate stationary, invoices, and checks and, to the extent reasonably required in light of its contemplated business operations, maintains an office separate from the offices of American Honda and its subsidiaries and affiliates, and every other Person, and conspicuously identifies such office as its office; 7
(f) (g) (h) (i) (j) (k) (l) (m) (n) (o) conducts its dealings with third parties, including American Honda and its subsidiaries and affiliates, and every other Person, on an arm-length's basis by, among other things, paying to any such third party fair value for shared overhead or. for any services or leased premises provided by such third party or any of their employees or agents; it files its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group of another taxpayer; it pays its liabilities out of its funds and does not pay the liabilities of American Honda or any other Person out of its funds; it does not guarantee, become obligated on, hold itself out as being obligated or available to satisfy, acquire or assume the liabilities of American Honda, any of its subsidiaries or affiliates, or any of its subsidiaries or affiliates, or any other Person, or pledge its assets for the benefit of American Honda, any of its subsidiaries or affiliates, or any other Person; it corrects any known misunderstanding regarding the Corporation's separate and distinct legal identity and refrains from engaging in any activity that compromises the separate legal identity of the Corporation or the separateness of its assets; it ensures that its capitalization is adequate in light of its business and purpose; it maintains a sufficient number of employees in light of its contemplated business operations, pays the salaries of its employees, if any, out of its own funds, and, to the extent that it shares officers and employees with any affiliates, allocates fairly and reasonably the salaries of, and the expenses related to providing the benefits of, officers or other employees shared with such affiliate; if the business of the Corporation is so limited as to reasonably be conducted from the premises of an affiliate, it allocates fairly and reasonably any overhead for office space shared with any subsidiary or any other affiliate; it does not identify itself as being a division or a part of American Honda or any other Person, and it does not permit American Honda any other Person to identify the Corporation as being a division or a part of American Honda or any other Person; it does not acquire any securities or obligations of American Honda or any other affiliate of American Honda (other than Securities issued pursuant to Article II hereof); and 8
(p) it causes its financial statements to be prepared in accordance with U.S. generally accepted accounting principles in a manner that indicates the separate existence of the Corporation and its assets and liabilities; provided, however, that failure by the Corporation to comply with any of the foregoing shall not affect the status of the Corporation as a separate legal entity. 4. The foregoing amendments of the Articles of Incorporation have been duly approved by the Board of Directors of the Corporation. 5. The foregoing amendments of the Articles of Incorporation have been duly approved by the required vote of Shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the Corporation is 1,000, consisting of a single class; and the number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares of the Corporation. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our oven knowledge. Dated: July 31, 2003 /s/ Y. Takahashi Y. Takahashi, President /s/ M. Tanaka M. Tanaka, Secretary 9
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF AMERICAN HONDA RECEIVABLES CORP. (a California corporation) ARTICLE I OFFICES Section 1.01 Principal Executive Office. The principal executive office of American Honda Receivables Corp. (the Corporation ) shall be at 700 Van Ness Avenue, Torrance, California 90501 or such other location that the Board of Directors (the Board ) shall fix from time to time. Section 1.02 Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board or the President may from time to time determine or the business of the Corporation may require. ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting and Election of Directors. The Annual Meeting of Shareholders shall be held on such date and at such time as the Board determines. The Directors shall be elected and any other proper business may be transacted at each Annual Meeting of Shareholders. Section 2.02 Special Meetings. Special Meetings of Shareholders may be called by the Board, the Chairman of the Board, if any, the President or the holders of shares entitled to cast not less than ten percent (10%) of the votes at such Special Meeting. Each Special Meeting shall be held at such date and time as is requested by the person or persons calling such Special Meeting within the limits fixed by law. Section 2.03 Place of Meetings. Each Annual or Special Meeting of Shareholders shall be held at such location as may be determined by the Board, or if no such determination is made at such place as may be determined by the President. If no location is so determined, any Annual or Special Meeting shall be held at the principal, executive office of the Corporation. Section 2.04 Notice of Meetings. Notice of each Annual or Special Meeting of Shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the Board shall determine, or if no such determination is made, as the President shall determine, subject to the requirements of applicable law.
Section 2.05 Conduct of Meetings. Subject to the requirements of applicable law, all Annual and Special Meetings of Shareholders shall be conducted in accordance with such rules and procedures as the Board may determine and, as to matters not governed by such rules and procedures, as the chairman of such Annual or Special Meetings shall determine. Section 2.06 Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote at an Annual or Special Meeting of the Shareholders shall be requisite and shall constitute a quorum thereat for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation (the Articles ) or by these Bylaws. If a quorum is not present or represented at a meeting of the Shareholders, the Shareholders entitled to vote shall have power to adjourn such meeting from time to time, without notice other than an announcement at such meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. Section 2.07 Proxies. Every person entitled to vote or to execute consents may do so either in person or by written proxy filed with the Secretary of the Corporation authorizing another person or persons to vote with respect to such shares. The proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in the applicable law. Section 2.08 Action Without Meeting. Any action required by statute to be taken at any Annual or Special Meeting of the Shareholders, or any action that may be taken at any Annual or Special Meeting of the Shareholders, may be taken without a meeting, without prior notice if a consent in writing setting forth the action so taken, shall be signed by the holders of the outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The signed consent or a signed copy shall be placed in the Minute Book of the Corporation and prompt notice of the taking of the corporate action shall be given to those Shareholders who have not consented in writing. ARTICLE III DIRECTORS Section 3.01 Number. The authorized number of Directors on the Board shall not be less than four nor more than six unless changed by a duly adopted Bylaw amending this Section 3.01, as provided by these Bylaws and pursuant to applicable law. The Board shall initially be comprised of five Directors. The exact number of Directors shall be fixed, from time to time within the limits specified, by resolution duly adopted either by the Board or the Shareholders. Section 3.02 Qualification-Independent Director; Election, Term. 2
(a) Of the authorized number of Directors provided in Section 3.01; the Corporation shall at all times, except as noted hereafter, have at least two Directors (each, an Independent Director ) who is not (i) a director, officer or employee of any affiliate of the Corporation; (ii) a person related to any officer or director of any affiliate of the Corporation; (iii) a holder (directly or indirectly) of more than ten percent (10%) of any voting securities of any affiliate of the Corporation; or (iv) a person related to a holder (directly or indirectly) of more than ten percent (10%) of any voting securities of any affiliate of the Corporation. In the event of the death, incapacity, resignation or removal of all Independent Directors, the Board shall promptly appoint an Independent Director for each Independent Director whose death, incapacity, resignation or removal caused the related vacancy on the Board; provided, however, that the Board shall not vote on any matter unless and until at least two Independent Directors have been duly appointed to serve on the Board. (b) Except as otherwise provided by Sections 3.03 and 3.04 herein, the Directors shall be elected at the Annual Meeting of Shareholders. (c) Each Director elected shall hold office until the next Annual Meeting of Shareholders and until his successor has been elected and qualified or until his death, resignation, retirement, disqualification or removal. Section 3.03 Removal of Directors. Except as otherwise provided by applicable law, a director may only be removed by the Shareholders. Section 3.04 Vacancies on the Board. Vacancies on the Board, excluding vacancies created by removal of Directors, may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the remaining Directors, or (3) a sole remaining Director. The Shareholders may at any time elect a Director or Directors to fill any vacancy or vacancies not filled by the Board and shall have the right to fill any vacancy or vacancies created by the removal of one or more Directors, Section 3.05 Powers. Subject to limitations of the Articles, the Bylaws, and applicable law relating to actions required to be approved by the Shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management. of the day-to-day operation of the business of the Corporation to the officers of the Corporation or other persons provided that the business and affairs of the Corporation shall be managed by and all corporate powers shall be exercised under the ultimate direction of the Board. Section 3.06 Quorum. A majority of the members of the Board shall constitute a quorum of the Board for the transaction of business. Every act or decision done or made by a majority of the members of the Board present at a meeting duly held at which a quorum is present shall constitute the act of the Board. In the absence of a quorum, a majority of the members of the Board present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given. 3
Section 3.07 Meetings of the Board. The Board may designate any place, within or without the State of California, for the holding of any meeting. If no such designation is made, the meeting shall be held at the Corporation's principal executive office. Subject to the requirements of applicable law, all meetings of the Board shall be conducted in accordance with such rules and procedures as the Board may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The Board by resolution may provide for the holding of regular meetings, with or without notice, and may fix the times and places within or outside the State of California at which such meetings shall be held. Section 3.08 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent setting forth the action so taken is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the Secretary of the Corporation and placed in the Minute Book. Such consent shall have the same force and effect as a unanimous vote at a meeting of such Board or committee. Section 3.09 Committee. The Board may, by resolution adopted by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have any powers or authority in reference to: (a) the approval of any action for which the California General Corporation Law also requires approval of the Shareholders or approval of the outstanding shares; (b) (c) amending the Articles; approving an agreement of merger or consolidation; (d) recommending to the Shareholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets otherwise than in the usual and regular course of its business; (e) (f) (g) recommending to the Shareholders a dissolution of the Corporation or a revocation thereof; amending or repealing the Bylaws of the Corporation or adopting new Bylaws of the Corporation; amending or repealing any resolution of the Board which by its express terms is not so amendable or repealable; 4
(h) (i) (j) appointing other committees of the Board or the members thereof; filling vacancies in or removing members of the Board or on any committee appointed by the Board; fixing the compensation of the Directors for serving on the Board or for serving as a member of any committee thereof; or (k) a distribution, as such term is defined in Section 166 of the California General Corporation Law, except at a rate, in a periodic amount or within a specific price range determined by the Board, and, unless the resolution of the Board expressly so provides, no such committee shall have the power or authority to otherwise declare a dividend or to authorize the issuance of stock. Any such committee shall report on its meetings to the Board at the next meeting of the Board. Section 3.10 Executive Committee of the Board. Subject to these Bylaws, including Sections 3.07, 3.08 and 3.09, the Articles and the provisions of applicable law, the Executive Committee of the Board (the Executive Committee ) is authorized by unanimous written consent of all its Executive Committee members to bind this Corporation without the consent of other members of the Board and shall have and may exercise all of the authority of the Board in the management of the business and affairs of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Upon the unanimous consent of all members of the Executive Committee, the Executive Committee is also authorized by these Bylaws to authorize the fixture purchase and sale of Receivables as defined and provided for in the Articles. Section 3.11 Removal of Committee Members. Any member of the Executive Committee and other committees may be removed by the Board by the affirmative vote of a majority of the whole Board, whenever in its judgment the best interests of the Corporation will be served thereby. Section 3.12 Vacancies in Committees. A vacancy occurring in the Executive Committee or any other committee of the Board (by death, resignation, retirement, disqualification, removal or otherwise) may be filled by the Board in the manner provided for original designation in Section 3.09. Section 3.13 Compensation. Members of the Board, the Executive Committee or any other committee may, by resolution of the Board, be allowed compensation for their service to the Corporation, including for attending Board or committee meetings. Section 3.14 Telephone and Similar Meetings. Members of the Board and committee members may participate in and hold a meeting by means of conference telephone or similar communications equipment, so long as all persons participating in the meeting can hear each other. Participation in such meeting shall constitute presence in person at the meeting, unless a person authorized to participate in such meeting participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. 5
Section 3.15 Written Action or Minutes. The Board, the Executive Committee and any other committees shall keep either a record of action taken or Minutes of their proceedings and, in the case of any committee, report the same to the Board when required. The Minutes of the proceedings of the Board, the Executive Committee and other committees shall be placed in the Minute Book of the Corporation. ARTICLE IV INDEMNIFICATION OF DIRECTORS OFFICERS AND OTHER CORPORATE AGENTS Section 4.01 Indemnification. This Corporation shall, to the maximum extent and in the manner permitted by the California General Corporation Law, indemnify and hold harmless each of the directors and other agents of the Corporation, as the term agent is defined in Section 317(a) of the California General Corporation Law, as amended from time to time, from and against any expenses as defined in Section 317(a), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in said Section 317(a) arising by reason of the fact that such person is or was a director of the Corporation acting in good faith and in a manner reasonably believed by such director to be in the best interests of the Corporation. The Corporation shall advance to its directors and other agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law. Section 4.02 Right to Indemnification. This section shall create a right of indemnification for each person referred to in Section 4.01, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person's legal representatives. The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of Directors or Shareholders, or otherwise. Section 4.03 Insurance. Subject to the requirements of applicable law, the Corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability. ARTICLE V OFFICERS Section 5.0.1 Principal Officers. The principal officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall have the authority to perform the duties provided in these Bylaws or as may from time to time be assigned by the Board. One person may hold two or more offices, except that the Secretary may not also hold the office of President. 6