EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT dated as of March 13, 2015 between HONDA CANADA FINANCE INC., a Canada corporation (the “Borrower”) and
CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent, for and on behalf of the Banks party to the Credit Agreement (as defined below) (the “Administrative Agent”). 

WHEREAS, the Borrower, the Banks, the Administrative Agent, and the other Agents party thereto are party to a second amended and restated
credit agreement dated as of March 24, 2014 (as amended pursuant to an amendment dated as of June 30, 2014, the “Credit Agreement”); 

WHEREAS, pursuant to Section 2.11 of the Credit Agreement, the Borrower may request that the Commitment Termination Date of a Class be
extended by one year; and 
 WHEREAS the Borrower has requested that each of the Class A Commitment Termination Date and the Class B
Commitment Termination Date be extended by one year, and the Lenders have agreed to each such extension. 
 NOW THEREFORE IT IS AGREED: 

 

	Section 1	Defined Terms. 

 Capitalized terms used in this Second Amendment and not otherwise
defined have the meanings specified in the Credit Agreement. 
  

	Section 2	Amendments. 

 Section 1.1 of the Credit Agreement is hereby amended as follows: 

 

	 	(a)	The definition of “Applicable Margin” is amended by deleting the percentages corresponding to Borrower’s Rating Level 5 in the table contained in such definition and replacing them with the following:


  

																											
	Borrower’s
Rating Level	 	 	Drafts	 	 	Prime Rate Loans	 	 	Undrawn Fees	 
	 	 	 	Tranche A	 	 	Tranche B	 	 	Tranche A	 	 	Tranche B	 	 	Tranche A	 	 	Tranche B	 
	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  
	 	5	  	 	 	1.20	% 	 	 	1.20	% 	 	 	0.20	% 	 	 	0.20	% 	 	 	0.155	% 	 	 	0.24	% 

  

	 	(b)	The definition of “Tranche A Commitment Termination Date” is amended by deleting “March 24, 2015” and replacing it with “March 24, 2016”; and 


 

	 	(c)	The definition of “Tranche B Commitment Termination Date” is hereby amended by deleting “March 24, 2019” and replacing it with “March 24, 2020”. 









	Section 3	Representations and Warranties. 

 To induce the Administrative Agent to enter into this
Second Amendment, the Borrower represents and warrants to the Administrative Agent and the Banks as follows, which representations and warranties shall survive the execution and delivery hereof: 

 

	 	(a)	The Borrower is duly organized and validly existing as a corporation under the laws of Canada; 

  

	 	(b)	The execution, delivery and performance of this Second Amendment has been duly authorized by the Borrower by all necessary corporation action. This Second Amendment has been duly executed and delivered by the Borrower
and constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law; 


 

	 	(c)	The execution, delivery and performance of this Second Amendment by the Borrower and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Borrower is a party or by which it is bound; nor result in or require the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other instrument; nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to the Borrower of any Governmental Authority having jurisdiction
over the Borrower or its properties; which breach, default, conflict, Lien or violation would have a Material Adverse Effect; and 

  

	 	(d)	The Credit Agreement, as amended pursuant hereto, remains in full force and effect, unamended, and is enforceable against the Borrower in accordance with its terms, except as enforceability may be subject to or limited
by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in
equity or at law. 

  

	Section 4	Reference to and Effect on the Credit Agreement. 

 Upon this Second Amendment becoming
effective, each reference in the Credit Agreement to “this Agreement” and each reference to the Credit Agreement in the other Credit Documents and any and all other agreements, documents and instruments delivered by any of the Banks, the
Administrative Agent, the Credit Parties or any other Person shall mean and be a reference to the Credit Agreement as amended by this Second Amendment. Except as specifically amended by this Second Amendment, the Credit Agreement shall remain in
full force and effect. 
  

	Section 5	Costs and Expenses. 

 The Borrower agrees to reimburse the Administrative Agent and the
Banks for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel to the Administrative Agent, in connection with this Second Amendment and the other documents executed in connection herewith. 

  
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	Section 6	Effectiveness. 

 This Second Amendment shall become effective upon the following
conditions precedent being satisfied: 
  

	 	(a)	duly executed signature pages for this Second Amendment signed by the Borrower and the Administrative Agent shall have been delivered to the Administrative Agent; 


 

	 	(b)	the Administrative Agent shall have received an Officer’s Certificate in form and substance satisfactory to the Agent to the effect that since the date of the most recent audited financial statements furnished to
the Banks pursuant to Section 9.1 of the Credit Agreement, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the
date of said certificate, no Default has occurred or is continuing or will result from extending each of the Commitment Termination Dates; and, as of the date of said certificate, the representations and warranties made by the Borrower in
Section 8 of the Credit Agreement (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all respects as of such earlier date); 

  

	 	(c)	the Administrative Agent shall have received, for the benefit of the Lenders, a commitment fee equal to 0.03% of the Tranche A Commitments and 0.04% of the Tranche B Commitments. 


 

	Section 7	Governing Law. 

 This Second Amendment shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 
  

	Section 8	Counterparts. 

 This Second Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Second Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Second Amendment by
telecopier or electronic transmission shall be effective as delivery of a manually executed counterpart of this Second Amendment. 
  

	Section 9	Severability; Headings Descriptive. 

 In case any provision in or obligation under this
Second Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction shall not in any way
be affected or impaired thereby. The headings of the several Sections and subsections of this Second Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Second Amendment.

 [Signatures appear on the following page] 

  
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 IN WITNESS WHEREOF, the parties have caused this Second Amendment to be duly executed as of the
day and year first above written. 
  

					
	HONDA CANADA FINANCE INC., as Borrower
		
	By:		 /s/ Dave Jamieson

			Name:		Dave Jamieson
			
			Title:		Vice President, Secretary and Risk Officer
		
	By:		 /s/ Harald Ladewig

			Name:		Harald Ladewig
			
			Title:		Vice President, Compliance Officer and Treasurer



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
		
	By:		 /s/ Raj Khanna

			Name:		RAJ KHANNA
			
			Title:		Executive Director
		
	By:		 /s/ Sheryl Holmes

			Name:		Sheryl Holmes
			
			Title:		Managing Director



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	CANADIAN IMPERIAL BANK OF COMMERCE, as a Bank
		
	By:		 /s/ Raj Khanna

			Name:		RAJ KHANNA
			
			Title:		Executive Director
		
	By:		 /s/ Sheryl Holmes

			Name:		Sheryl Holmes
			
			Title:		Managing Director



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	BANK OF MONTREAL, as a Bank
		
	By:		 /s/ Sean P. Gallaway

			Name:		Sean P. Gallaway
			
			Title:		Vice President



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	ROYAL BANK OF CANADA, as a Bank
		
	By:		 /s/ Chris Cowan

			Name:		Chris Cowan
			
			Title:		Authorized Signatory



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	THE TORONTO-DOMINION BANK, as a Bank
		
	By:		 /s/ Masood Fikree

			Name:		MASOOD FIKREE
			
			Title:		AUTHORIZED SIGNATORY



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	BANK OF TOKYO-MITSUBISHI UFJ (CANADA), as a Bank
		
	By:		 /s/ Tomohiko Fuchigami

			Name:		Tomohiko Fuchigami
			
			Title:		Director



  
 Honda Second Amending
Agreement – Signature Page 








 
					
	MIZUHO BANK LTD., CANADA BRANCH, as a Bank
		
	By:		 /s/ Hidetoshi Komiya

			Name:		Hidetoshi Komiya
			
			Title:		Joint General Manager



  
 Honda Second Amending
Agreement – Signature Page