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                                                                     EXHIBIT 4.4

                                                                  Execution Copy



                       AMERICAN HONDA FINANCE CORPORATION,
                                   as Seller,



                                       and



                        AMERICAN HONDA RECEIVABLES CORP.,
                                  as Purchaser



                         RECEIVABLES PURCHASE AGREEMENT

                           Dated as of October 1, 2001


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                                TABLE OF CONTENTS

                                                                            PAGE

                                   ARTICLE ONE

                                   DEFINITIONS

  Section 1.01 Definitions ..................................................1
  Section 1.02 Other Definitional Provisions.................................2

                                   ARTICLE TWO

                            CONVEYANCE OF RECEIVABLES

  Section 2.01 Conveyance of Receivables.....................................2
  Section 2.02 Representations and Warranties of the Seller and the
               Purchaser.....................................................3
  Section 2.03 Representations and Warranties as to the Receivables..........6
  Section 2.04 Covenants of the Seller......................................10

                                  ARTICLE THREE

                      PAYMENT OF RECEIVABLES PURCHASE PRICE

  Section 3.01 Payment of Receivables Purchase Price........................10

                                  ARTICLE FOUR

                                   TERMINATION

  Section 4.01 Termination..................................................10

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

  Section 5.01 Amendment....................................................11
  Section 5.02 Protection of Right, Title and Interest to Receivables.......11
  Section 5.03 Governing Law................................................12
  Section 5.04 Notices......................................................12
  Section 5.05 Severability of Provisions...................................12
  Section 5.06 Assignment...................................................12
  Section 5.07 Further Assurances...........................................12
  Section 5.08 No Waiver; Cumulative Remedies...............................12
  Section 5.09 Counterparts.................................................13
  Section 5.10 Third-Party Beneficiaries....................................13
  Section 5.11 Headings.....................................................13
  Section 5.12 Seller Indemnification.......................................13


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  Section 5.13 Merger, Consolidation or Assumption of the Obligations of the
               Seller.......................................................13

                                    SCHEDULES

  Schedule A - Schedule of Receivables..................................  A-1





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      This Receivables Purchase Agreement, dated as of October 1, 2001, is
between American Honda Finance Corporation, a California corporation, as seller,
and American Honda Receivables Corp., a California corporation, as purchaser.

      In consideration of the premises and mutual agreements herein contained,
each party agrees as follows for the benefit of the other party and for the
benefit of the Owner Trustee:

                                   ARTICLE ONE

                                   DEFINITIONS

      Section 1.01 DEFINITIONS. Whenever used in this Agreement, the following
words and phrases shall have the following meanings:

      "AGREEMENT" means this Receivables Purchase Agreement and all amendments
hereof and supplements hereto.

      "CLOSING DATE" means October 17, 2001.

      "CUTOFF DATE" means October 1, 2001.

      "DELAWARE TRUSTEE" means First Union Trust Company, National Association,
as Delaware Trustee under the Trust Agreement.

      "INDENTURE" means the Indenture, dated as of October 1, 2001, between the
Issuer and the Indenture Trustee.

      "INDENTURE TRUSTEE" means Bankers Trust Company, as indenture trustee
under the Indenture.

      "ISSUER" means Honda Auto Receivables 2001-3 Owner Trust, a Delaware
business trust.

      "OWNER TRUSTEE" means Citibank, N.A., as owner trustee under the Trust
Agreement.

      "PURCHASER" means American Honda Receivables Corp., in its capacity as
purchaser of the Receivables under this Agreement, and its successors and
assigns.

      "RECEIVABLES PURCHASE PRICE" means $1,846,164,789.37

      "SALE AND SERVICING AGREEMENT" means the Sale and Servicing Agreement,
dated as of October 1, 2001, among American Honda Receivables Corp., as seller,
American Honda Finance Corporation, as servicer, and the Issuer.

      "SCHEDULE OF RECEIVABLES" means the schedule of receivables attached as
Schedule A hereto.

      "SELLER" means American Honda Finance Corporation, in its capacity as
seller of the Receivables under this Agreement, and its successors and assigns.

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      "SERVICER" means American Honda Finance Corporation in its capacity as
servicer under the Sale and Servicing Agreement and its successors and assigns.

      "TRUST AGREEMENT" means the trust agreement dated September 20, 2001, as
amended and restated on October 17, 2001 among American Honda Receivables Corp.,
as depositor, the Owner Trustee, and First Union Trust Company, National
Association, as Delaware Trustee.

      "TRUSTEES" means the Indenture Trustee, the Owner Trustee and the Delaware
Trustee.

      "WARRANTY RECEIVABLE" means a Receivable purchased by the Seller pursuant
to Section 2.03(c).

      Section 1.02 OTHER DEFINITIONAL PROVISIONS.

      (a) All capitalized terms not otherwise defined in this Agreement shall
have the defined meanings used in the Sale and Servicing Agreement.

      (b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, subsection and
Schedule references contained in this Agreement are references to Sections,
subsections and Schedules in or to this Agreement unless otherwise specified;
the term "proceeds" shall have the meaning set forth in the applicable UCC; and
the word "including" means including without limitation.

                                  ARTICLE TWO

                            CONVEYANCE OF RECEIVABLES

      Section 2.01 CONVEYANCE OF RECEIVABLES.

      (a) The Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Purchaser, and the Purchaser hereby purchases from the Seller,
without recourse (subject to the Seller's obligations hereunder), all of the
right, title and interest of the Seller in, to and under the following:

            (i) the Receivables listed in the Schedule of Receivables and all
      monies due thereon or paid thereunder or in respect thereof (including
      proceeds of the repurchase of Receivables by the Seller pursuant to
      Section 2.03(c)) on or after the Cutoff Date;

            (ii) the security interests in the Financed Vehicles;

            (iii) any proceeds of any physical damage insurance policies
      covering the Financed Vehicles and in any proceeds of any credit life or
      credit disability insurance policies relating to the Receivables or the
      Obligors;

            (iv) any proceeds of Dealer Recourse;


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            (v) the right to realize upon any property (including the right to
      receive future Liquidation Proceeds) that shall have secured a Receivable
      and have been repossessed by or on behalf of the Issuer; and

            (vi) the proceeds of any and all of the foregoing.

      (b) In connection with the foregoing conveyance, the Seller agrees to
record and file, at its own expense, one or more financing statements with
respect to the Receivables now existing and hereafter created for the sale of
chattel paper (as defined in Section 9-102 of the UCC as in effect in the State
of California) meeting the requirements of applicable state law in such manner
as is necessary to perfect the sale of the Receivables to the Purchaser, and the
proceeds thereof (and any continuation statements as are required by applicable
state law), and to deliver a file-stamped copy to the Indenture Trustee of each
such financing statement (or continuation statement) or other evidence of such
filings (which may, for purposes of this Section, consist of telephone
confirmation of such filings with the file stamped copy of each such filings to
be provided to the Purchaser in due course), as soon as is practicable after
receipt by the Seller thereof.

      In connection with the foregoing conveyance, the Seller further agrees, at
its own expense, on or prior to the Closing Date (i) to annotate and indicate in
its computer files that the Receivables have been transferred to the Purchaser
pursuant to this Agreement, (ii) to deliver to the Purchaser a computer file or
printed or microfiche list containing a true and complete list of all such
Receivables, identified by account number and by the Principal Balance of each
Receivable as of the Cutoff Date, which file or list shall be marked as Schedule
A to this Agreement and is hereby incorporated into and made a part of this
Agreement and (iii) to deliver the Receivable Files to or upon the order of the
Purchaser.

      The parties hereto intend that the conveyance hereunder be a sale. In the
event that the conveyance hereunder is not for any reason considered a sale, the
Seller hereby grants to the Purchaser a first priority perfected security
interest in all of its right, title and interest in, to and under the
Receivables, and all other property conveyed hereunder and listed in this
Section and all proceeds of any of the foregoing. The parties intend that this
Agreement constitute a security agreement under applicable law. Such grant is
made to secure the payment of all amounts payable hereunder, including, without
limitation, the Receivables Purchase Price.

      Section 2.02 REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE
PURCHASER.

      (a) The Seller hereby represents and warrants to the Purchaser as of the
date of this Agreement and the Closing Date that:

            (i) ORGANIZATION AND GOOD STANDING. The Seller is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of California, and has power and authority to own its properties and
      to conduct its business as such properties are currently owned and such
      business is presently conducted, and had at all relevant times, and shall
      have, power, authority and legal right to acquire, own and sell the
      Receivables.


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            (ii) DUE QUALIFICATION. The Seller is duly qualified to do business
      as a foreign corporation in good standing, and has obtained all necessary
      licenses and approvals in all jurisdictions in which the ownership or
      lease of property or the conduct of its business (including the servicing
      of the Receivables as required by the Sale and Servicing Agreement) shall
      require such qualifications.

            (iii) POWER AND AUTHORITY. The Seller shall have the power and
      authority to execute and deliver this Agreement and to carry out its
      terms; and the execution, delivery and performance of this Agreement shall
      have been duly authorized by the Seller by all necessary corporate action.

            (iv) BINDING OBLIGATION. This Agreement constitutes a legal, valid
      and binding obligation of the Seller, enforceable against it in accordance
      with its terms, except as enforceability may be subject to or limited by
      bankruptcy, insolvency, reorganization, moratorium, liquidation 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.

            (v) NO VIOLATION. The execution, delivery and performance by the
      Seller of this Agreement and the consummation of the transactions
      contemplated by this Agreement and the fulfillment of the terms hereof
      shall not conflict with, result in any breach of any of the terms and
      provisions of, nor constitute (with or without notice or lapse of time) a
      default under, the articles of incorporation or bylaws of the Seller, or
      conflict with or breach any of the material terms or provisions of, or
      constitute (with or without notice or lapse of time) a default under, any
      indenture, agreement or other instrument to which the Seller is a party or
      by which it may be bound or any of its properties are subject; nor result
      in the creation or imposition of any lien upon any of its properties
      pursuant to the terms of any such indenture, agreement or other instrument
      (other than this Agreement); nor violate any law or, to the knowledge of
      the Seller, any order, rule or regulation applicable to it or its
      properties of any court or of any federal or state regulatory body,
      administrative agency or other governmental instrumentality having
      jurisdiction over the Seller or any of its properties.

            (vi) NO PROCEEDINGS. There are no proceedings or investigations
      pending or, to the knowledge of the Seller, threatened against the Seller,
      before any court, regulatory body, administrative agency or other tribunal
      or governmental instrumentality (i) asserting the invalidity of this
      Agreement, (ii) seeking to prevent the consummation of any of the
      transactions contemplated by this Agreement or (iii) seeking any
      determination or ruling that, in the reasonable judgment of the Seller,
      would materially and adversely affect the performance by the Seller of its
      obligations under this Agreement.

      (b) The Purchaser hereby represents and warrants to the Seller as of the
date of this Agreement and the Closing Date that:

            (i) ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation
      duly organized, validly existing and in good standing under the laws of
      the State of California,


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      and has power and authority to own its properties and to conduct its
      business as such properties are currently owned and such business is
      presently conducted, and had at all relevant times, and shall have, power,
      authority and legal right to acquire, own and sell the Receivables.

            (ii) DUE QUALIFICATION. The Purchaser is duly qualified to do
      business as a foreign corporation in good standing, and has obtained all
      necessary licenses and approvals in all jurisdictions in which the
      ownership or lease of property or the conduct of its business shall
      require such qualifications.

            (iii) POWER AND AUTHORITY. The Purchaser shall have the power and
      authority to execute and deliver this Agreement and to carry out its
      terms; and the execution, delivery and performance of this Agreement shall
      have been duly authorized by the Purchaser by all necessary corporate
      action.

            (iv) BINDING OBLIGATION. This Agreement constitutes a legal, valid
      and binding obligation of the Purchaser, enforceable against it in
      accordance with its terms, except as enforceability may be subject to or
      limited by bankruptcy, insolvency, reorganization, moratorium, liquidation
      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.

            (v) NO VIOLATION. The execution, delivery and performance of this
      Agreement and the consummation of the transactions contemplated by this
      Agreement and the fulfillment of the terms hereof shall not conflict with,
      result in any breach of any of the terms and provisions of, nor constitute
      (with or without notice or lapse of time) a default under, the articles of
      incorporation or bylaws of the Purchaser, or conflict with or breach any
      of the material terms or provisions of, or constitute (with or without
      notice or lapse of time) a default under, any indenture, agreement or
      other instrument to which the Purchaser is a party or by which it may be
      bound or any of its properties are subject; nor result in the creation or
      imposition of any lien upon any of its properties pursuant to the terms of
      any such indenture, agreement or other instrument (other than this
      Agreement); nor violate any law or, to the knowledge of the Purchaser, any
      order, rule or regulation applicable to it or its properties of any court
      or of any federal or state regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over the Purchaser or any
      of its properties.

            (vi) NO PROCEEDINGS. There are no proceedings or investigations
      pending or, to the knowledge of the Purchaser, threatened against the
      Purchaser, before any court, regulatory body, administrative agency or
      other tribunal or governmental instrumentality (i) asserting the
      invalidity of this Agreement, (ii) seeking to prevent the consummation of
      any of the transactions contemplated by this Agreement or (iii) seeking
      any determination or ruling that, in the reasonable judgment of the
      Purchaser, would materially and adversely affect the performance by the
      Purchaser of its obligations under this Agreement.


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      (c) The representations and warranties set forth in this Section shall
survive the sale of the Receivables by the Seller to the Purchaser and the sale
of the Receivables by the Purchaser to the Issuer. Upon discovery by the Seller
or the Purchaser of a breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the others.

      Section 2.03 REPRESENTATIONS AND WARRANTIES AS TO THE RECEIVABLES.

      (a) ELIGIBILITY OF RECEIVABLES. The Seller hereby represents and warrants
to the Purchaser as of the Cutoff Date that:

            (i) CHARACTERISTICS OF RECEIVABLES. Each Receivable (A) shall have
      been originated in the United States by a Dealer for the retail sale of
      the related Financed Vehicle in the ordinary course of such Dealer's
      business, shall have been fully and properly executed by the parties
      thereto, shall have been purchased by the Seller from such Dealer under an
      existing agreement with the Seller and shall have been validly assigned by
      such Dealer to the Seller in accordance with its terms, (B) shall have
      created or shall create a valid, subsisting and enforceable first priority
      security interest in favor of the Seller in the related Financed Vehicle,
      (C) shall contain customary and enforceable provisions such that the
      rights and remedies of the holder thereof shall be adequate for
      realization against the collateral of the benefits of the security, (D)
      shall provide for level Monthly Payments (provided that the payment in the
      first or last month in the life of the Receivable may be minimally
      different from the level payment) that fully amortize the Amount Financed
      over its original term and shall provide for a finance charge or shall
      yield interest at its APR, (E) shall provide for, in the event that such
      Receivable is prepaid, a prepayment that fully pays the Principal Balance
      and includes accrued but unpaid interest at least through the date of
      prepayment in an amount calculated by using an interest rate at least
      equal to its APR, (F) shall have an Obligor that is not a federal, state
      or local governmental entity and (G) is a retail installment contract.

            (ii) SCHEDULE OF RECEIVABLES. The information set forth in the
      Schedule of Receivables shall be true and correct in all material respects
      as of the opening of business on the Cutoff Date, and no selection
      procedures believed to be adverse to the Securityholders were utilized in
      selecting the Receivables from those motor vehicle receivables of the
      Seller which met the selection criteria set forth in this Agreement.

            (iii) COMPLIANCE WITH LAW. Each Receivable and each sale of the
      related Financed Vehicle shall have complied at the time it was originated
      or made, and shall comply at the time of execution of this Agreement in
      all material respects with all requirements of applicable federal, state
      and local laws, and regulations thereunder, including usury laws, the
      Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
      Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
      Collection Practices Act, the Federal Trade Commission Act, the
      Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z,
      state adaptations of the National Consumer Act and of the Uniform Consumer
      Credit Code and other consumer credit, equal credit opportunity and
      disclosure laws.


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            (iv) BINDING OBLIGATION. Each Receivable shall constitute the
      genuine, legal, valid and binding payment obligation in writing of the
      related Obligor, enforceable by the holder thereof in accordance with its
      terms, except as enforceability may be subject to or limited by
      bankruptcy, insolvency, reorganization, moratorium, liquidation 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.

            (v) NO BANKRUPT OBLIGORS. According to the records of the Seller, as
      of the Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.

            (vi) SECURITY INTEREST IN FINANCED VEHICLES. According to the
      records of the Seller, as of the Cutoff Date, no Financed Vehicle has been
      repossessed and not reinstated and immediately prior to the sale,
      assignment and transfer thereof, all necessary steps shall be taken so
      that each Receivable shall be secured by a validly perfected first
      priority security interest in the related Financed Vehicle in favor of the
      Seller as secured party or all necessary and appropriate action with
      respect to such Receivable shall have been taken to perfect a first
      priority security interest in such Financed Vehicle in favor of the Seller
      as secured party.

            (vii) RECEIVABLES IN FORCE. No Receivable shall have been satisfied,
      subordinated or rescinded, nor shall any Financed Vehicle have been
      released in whole or in part from the lien granted by the related
      Receivable.

            (viii) NO WAIVERS. No provision of a Receivable shall have been
      waived in such a manner that such Receivable fails to meet all of the
      other representations and warranties made by the Seller herein with
      respect thereto.

            (ix) NO AMENDMENTS. No Receivable shall have been amended in such a
      manner that the number of Scheduled Payments has been increased or that
      the related Amount Financed has been increased or such Receivable fails to
      meet all of the other representations and warranties made by the Seller
      herein with respect thereto.

            (x) NO DEFENSES. No facts shall be known to the Seller which would
      give rise to any right of rescission, setoff, counterclaim or defense, nor
      shall the same have been asserted or threatened, with respect to any
      Receivable.

            (xi) NO LIENS. To the knowledge of the Seller, no liens or claims
      shall have been filed, including liens for work, labor or materials
      relating to a Financed Vehicle, that shall be liens prior to, or equal or
      coordinate with, the security interest in such Financed Vehicle granted by
      the related Receivable.

            (xii) NO DEFAULTS. Except for payment defaults continuing for a
      period of not more than 30 days as of the Cutoff Date, no default, breach,
      violation or event permitting acceleration under the terms of any
      Receivable shall have occurred and no continuing condition that with
      notice or the lapse of time would constitute a default, breach,


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      violation or event permitting acceleration under the terms of any
      Receivable shall have arisen; and the Seller shall not have waived any of
      the foregoing except as otherwise permitted hereunder.

            (xiii) INSURANCE. Pursuant to the Receivables, each Obligor has been
      required to obtain physical damage insurance covering the related Financed
      Vehicle and the Obligor is required under the terms of the related
      Receivable to maintain such insurance.

            (xiv) GOOD TITLE. It is the intention of the Seller that the
      transfer and assignment herein contemplated, taken as a whole, constitute
      a sale of the Receivables from the Seller to the Purchaser and that the
      beneficial interest in and title to the Receivables not be part of the
      debtor's estate in the event of the filing of a bankruptcy petition by or
      against the Seller under any bankruptcy law. No Receivable has been sold,
      transferred, assigned or pledged by the Seller to any Person other than
      the Purchaser, and no provision of a Receivable shall have been waived,
      except as provided in clause (viii) above; immediately prior to the
      transfer and assignment herein contemplated, the Seller had good and
      marketable title to each Receivable, free and clear of all Liens and
      rights of others; immediately upon the transfer and assignment thereof,
      the Purchaser shall have good and marketable title to each Receivable,
      free and clear of all Liens and rights of others; and the transfer and
      assignment herein contemplated has been perfected under the applicable
      UCC.

            (xv) LAWFUL ASSIGNMENT. No Receivable shall have been originated in,
      or shall be subject to the laws of, any jurisdiction under which the sale,
      transfer and assignment of such Receivable under this Agreement or
      pursuant to the transfer of the Securities shall be unlawful, void or
      voidable.

            (xvi) ALL FILINGS MADE. Both the Seller and the Purchaser,
      respectively, have caused or will have caused, within ten days of the
      Closing Date, the filing of all appropriate financing statements
      (including UCC filings) necessary in the appropriate jurisdictions under
      the applicable law the Indenture Trustee a first priority perfected
      ownership interest in the Receivables shall have been made.

            (xvii) ONE ORIGINAL. There shall be only one original executed copy
      of each Receivable.

            (xviii) CHATTEL PAPER. Each Receivable constitutes "tangible chattel
      paper" as defined within the meaning of the applicable UCC.

            (xix) ADDITIONAL REPRESENTATIONS AND WARRANTIES. (A) Each Receivable
      shall have an original maturity of at least 12 months and not more than 60
      months and, as of the Cutoff Date, a remaining maturity of not less than 7
      months nor greater than 58 months; (B) each Receivable shall provide for
      payment of a finance charge or shall yield interest calculated on the
      basis of an APR ranging from 1.90% to 17.65%; (C) each Receivable shall
      have had an original principal balance of not less than $1,592.47 nor more
      than $50,059.43 and, as of the Cutoff Date, an average unpaid principal
      balance of


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      $13,421.38; (D) each Receivable was originated on or after March 10, 1997
      and on or prior to June 29, 2001; (E) each Financed Vehicle shall be a new
      or used Honda or Acura motor vehicle; (F) the Obligor under each
      Receivable had a current billing address in the United States as of the
      Cutoff Date; and (G) no Receivable shall have a Scheduled Payment that is
      more than 30 days past due as of the Cutoff Date.

            (xx) POSSESSION OF DOCUMENTS. The Servicer has in its possession all
      original copies of the agreements that constitute or evidence the
      Receivables. The agreements that constitute or evidence the Receivables do
      not have any marks or notations indicating that they have been pledged,
      assigned or otherwise conveyed to any Person other than the Indenture
      Trustee (pursuant to and as provided in the Sale and Servicing Agreement
      and the Indenture). All financing statements filed or to be filed against
      the Seller in favor of Purchaser and assigned to the Indenture Trustee in
      connection herewith describing the Receivables contain a statement to the
      following effect: "A purchase of or security interest in any collateral
      described in this financing statement will violate the rights of the
      Indenture Trustee."

      (b) NOTICE OF BREACH. The representations and warranties set forth in this
Section shall speak as of the execution and delivery of this Agreement, but
shall survive the sale, transfer and assignment of the Receivables to the
Purchaser and any subsequent assignment or transfer pursuant to the Sale and
Servicing Agreement. The Purchaser, the Seller, the Issuer, the Owner Trustee or
the Indenture Trustee, as the case may be, shall inform the other parties
promptly, in writing, upon discovery of any breach of the Seller's
representations and warranties pursuant to this Section which materially and
adversely affects the interests of the Noteholders in any Receivable.

      (c) REPURCHASE OF RECEIVABLES. In the event of a breach of any
representation or warranty set forth in Section 2.03(a) which materially and
adversely affects the interests of the Noteholders in any Receivable and unless
the breach shall have been cured by the last day of the second Collection Period
following the Collection Period in which the discovery of the breach is made or
notice is received, as the case may be (or, at the option of the Seller, the
last day in the first Collection Period following the Collection Period in which
such discovery is made), the Seller shall repurchase such Receivable. In
consideration of the purchase of any such Receivable, the Seller shall remit an
amount equal to the Warranty Purchase Payment in respect of such Receivable to
the Purchaser and shall be entitled to receive the Released Warranty Amount. In
the event that, as of the date of execution and delivery of this Agreement, any
Liens or claims shall have been filed, including Liens for work, labor or
materials relating to a Financed Vehicle, that shall be prior to, or equal or
coordinate with, the lien granted by the related Receivable (whether or not the
Seller has knowledge thereof), and such breach materially and adversely affects
the interests of the Noteholders in such Receivable, the Seller shall repurchase
such Receivable on the terms and in the manner specified above. Upon any such
repurchase, the Purchaser shall, without further action, be deemed to transfer,
assign, set-over and otherwise convey to the Seller, without recourse,
representation or warranty, all the right, title and interest of the Purchaser
in, to and under such repurchased Receivable, all monies due or to become due
with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the
Owner Trustee or the Indenture Trustee, as applicable, shall execute such
documents and


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instruments of transfer or assignment and take such other actions as shall
reasonably be requested by the Seller to effect the conveyance of such
Receivable pursuant to this Section. The sole remedy of the Purchaser, the
Issuer, the Trustees or the Securityholders with respect to a breach of the
Seller's representations and warranties pursuant to Section 2.03(a) or with
respect to the existence of any such Liens or claims shall be to require the
Seller to repurchase the related Receivables pursuant to this Section.

      Section 2.04 COVENANTS OF THE SELLER. The Seller hereby covenants that:

            (a) SECURITY INTERESTS. Except for the conveyances hereunder, the
      Seller will not sell, pledge, assign or transfer to any other Person, or
      grant, create, incur, assume or suffer to exist any Lien on any
      Receivable, whether now existing or hereafter created, or any interest
      therein; the Seller will immediately notify the Purchaser of the existence
      of any Lien on any Receivable and, in the event that the interests of the
      Noteholders in such Receivable are materially and adversely affected, such
      Receivable shall be repurchased from the Purchaser by the Seller in the
      manner and with the effect specified in Section 2.03(c), and the Seller
      shall defend the right, title and interest of the Purchaser in, to and
      under the Receivables, whether now existing or hereafter created, against
      all claims of third parties claiming through or under the Seller;
      provided, however, that nothing in this subsection shall prevent or be
      deemed to prohibit the Seller from suffering to exist upon a Receivable
      any Lien for municipal or other local taxes if such taxes shall not at the
      time be due and payable or if the Seller shall currently be contesting the
      validity of such taxes in good faith by appropriate proceedings and shall
      have set aside on its books adequate reserves with respect thereto.

            (b) DELIVERY OF PAYMENTS. The Seller agrees to deliver in kind upon
      receipt to the Servicer under the Sale and Servicing Agreement (if other
      than the Seller) all payments received by the Seller in respect of the
      Receivables as soon as practicable after receipt thereof by the Seller.

            (c) NO IMPAIRMENT. The Seller shall take no action, nor omit to take
      any action, which would impair the rights of the Purchaser in any
      Receivable, nor shall it, except as otherwise provided in this Agreement
      or the Sale and Servicing Agreement, reschedule, revise or defer payments
      due on any Receivable.

                                 ARTICLE THREE

                      PAYMENT OF RECEIVABLES PURCHASE PRICE

      Section 3.01 PAYMENT OF RECEIVABLES PURCHASE PRICE. In consideration of
the sale of the Receivables from the Seller to the Purchaser as provided in
Section 2.01, on the Closing Date the Purchaser agrees to pay the Seller an
amount equal to the Receivables Purchase Price. The Receivables Purchase Price
shall be paid in the form of (i) $1,785,972,328.28, the net cash proceeds from
the public offering by the Purchaser of the Notes and (ii) $10,592,765.92, being
deemed paid and returned to the Purchaser as a capital contribution.


                                       10
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                                  ARTICLE FOUR

                                   TERMINATION

      Section 4.01 TERMINATION. The respective obligations and responsibilities
of the Seller and the Purchaser created hereby shall terminate, except for the
indemnity obligations of the Seller as provided herein, upon the termination of
the Issuer as provided in the Trust Agreement.

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

      Section 5.01 AMENDMENT.

      (a) This Agreement may be amended from time to time by the Purchaser and
the Seller, without the consent of the Securityholders, to cure any ambiguity,
to correct or supplement any provision herein which may be inconsistent with any
other provision herein or to add any other provision with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the Sale and Servicing Agreement; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel to
the Purchaser delivered to the Indenture Trustee, adversely affect in any
material respect the interests of the Securityholders.

      (b) This Agreement may also be amended from time to time by the Purchaser
and the Seller with the consent of the Indenture Trustee, the consent of the
Holders of Notes evidencing at least a majority of the Outstanding Amount of the
Notes and the consent of the Holders (as such term is defined in the Trust
Agreement) of Certificates evidencing at least a majority of all the percentage
interests evidenced by the Certificates, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement.

      Section 5.02 PROTECTION OF RIGHT, TITLE AND INTEREST TO RECEIVABLES.

      (a) The Seller, at its expense, shall cause this Agreement and/or all
financing statements and continuation statements and any other necessary
documents covering the Purchaser's right, title and interest to the Receivables
and other property conveyed by the Seller to the Purchaser hereunder to be
promptly recorded, registered and filed, and at all times to be kept recorded,
registered and filed, all in such manner and in such places as may be required
by law fully to preserve and protect the right, title and interest of the
Purchaser hereunder to all of the Receivables and such other property. The
Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts
for, any document recorded, registered or filed as provided above, as soon as
available following such recording, registration or filing. The Purchaser shall
cooperate fully with the Seller in connection with the obligations set forth
above and will execute any and all documents reasonably required to fulfill the
intent of this subsection.

      (b) Within 30 days after the Seller makes any change in its name, identity
or corporate structure which would make any financing statement or continuation
statement filed in


                                       11
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accordance with Section 5.02(a) seriously misleading within the meaning of
Section 9-402(7) of the UCC as in effect in the applicable state, the Seller
shall give the Purchaser notice of any such change and shall execute and file
such financing statements or amendments as may be necessary to continue the
perfection of the Purchaser's security interest in the Receivables and the
proceeds thereof.

      (c) The Seller will give the Purchaser prompt written notice of any
relocation of any office from which the Seller keeps records concerning the
Receivables or of its principal executive office and whether, as a result of
such relocation, the applicable provisions of the UCC would require the filing
of any amendment of any previously filed financing or continuation statement or
of any new financing statement and shall execute and file such financing
statements or amendments as may be necessary to continue the perfection of the
interest of the Purchaser in the Receivables and the proceeds thereof.

      Section 5.03 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

      Section 5.04 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, return receipt requested, in the case
of (i) the Purchaser, to American Honda Receivables Corp., 700 Van Ness Avenue,
Building 300, Torrance, California 90501, Attention: President; (ii) the Seller,
to American Honda Finance Corporation, 700 Van Ness Avenue, Building 300,
Torrance, California 90501, Attention: President; and (iii) the Indenture
Trustee, to Bankers Trust Company, Four Albany Street, New York, New York 10006,
Attention: Structured Finance Team; or, as to any of such Persons, at such other
address as shall be designated by such Person in a written notice to the other
Persons.

      Section 5.05 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions and terms of this Agreement and shall in no way affect the validity
or enforceability of the other covenants, agreements, provisions or terms of
this Agreement or any amendment or supplement hereto.

      Section 5.06 ASSIGNMENT. This Agreement may not be assigned by the
Purchaser or the Seller except as contemplated by this Section and the Sale and
Servicing Agreement; provided, however, that simultaneously with the execution
and delivery of this Agreement, the Purchaser shall assign all of its right,
title and interest herein to the Issuer, which in turn, will pledge its rights
to the Indenture Trustee for the benefit of the Noteholders as provided in
Section 2.01 of the Sale and Servicing Agreement, to which the Seller hereby
expressly consents. The Seller agrees to perform its obligations hereunder for
the benefit of the Issuer and that the Indenture Trustee may enforce the
provisions of this Agreement, exercise the rights of the Purchaser and enforce
the obligations of the Seller hereunder without the consent of the Purchaser.


                                       12
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      Section 5.07 FURTHER ASSURANCES. The Seller and the Purchaser agree to do
and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the other party hereto
or by the Issuer or the Indenture Trustee more fully to effect the purposes of
this Agreement, including, without limitation, the execution of any financing
statements, amendments, continuation statements or releases relating to the
Receivables for filing under the provisions of the UCC or other law of any
applicable jurisdiction.

      Section 5.08 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Purchaser, the Issuer or the Seller, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

      Section 5.09 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

      Section 5.10 THIRD-PARTY BENEFICIARIES. This Agreement will inure to the
benefit of and be binding upon the parties hereto, the Issuer and the Indenture
Trustee for the benefit of the Noteholders, both of which shall be considered to
be third-party beneficiaries hereof. Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder.

      Section 5.11 HEADINGS. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.

      Section 5.12 SELLER INDEMNIFICATION.

      (a) PURCHASER, ISSUER AND SECURITYHOLDERS. The Seller shall indemnify and
hold harmless the Purchaser, the Issuer and the Securityholders from and against
any loss, liability, expense or damage suffered or sustained by reason of any
acts, omissions or alleged acts or omissions arising out of activities of the
Seller pursuant to this Agreement or as a result of the transactions
contemplated hereby, including, but not limited to, any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided, however, that the Seller shall not indemnify the Purchaser, the
Issuer or the Securityholders if such acts, omissions or alleged acts or
omissions constitute negligence or willful misconduct by the Purchaser, the
Issuer or the Securityholders.

      (b) TRUSTEES. The Seller shall indemnify, defend and hold harmless the
Trustees from and against any and all costs, expenses, losses, claims, damages
and liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, and was imposed upon the Trustees through the
negligence, willful misfeasance or bad faith of the Seller in the performance


                                       13
<Page>

of its duties under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement.

      Section 5.13 MERGER, CONSOLIDATION OR ASSUMPTION OF THE OBLIGATIONS OF THE
SELLER.

      (a) The Seller shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

            (i) the corporation formed by such consolidation or into which the
      Seller is merged or the Person which acquires by conveyance or transfer
      the properties and assets of the Seller substantially as an entirety shall
      be organized and existing under the laws of the United States, any state
      thereof or the District of Columbia, and, if the Seller is not the
      surviving entity, shall expressly assume, by an agreement supplemental
      hereto, executed and delivered to the Purchaser and the Indenture Trustee,
      in form satisfactory to the Purchaser and the Indenture Trustee, the
      performance of every covenant and obligation of the Seller hereunder and
      shall benefit from all the rights granted to the Seller hereunder; and

            (ii) the Seller shall have delivered to the Purchaser and the
      Indenture Trustee an Officer's Certificate of the Seller and an Opinion of
      Counsel each stating that such consolidation, merger, conveyance or
      transfer and such supplemental agreement comply with this Section and that
      all conditions precedent herein provided for relating to such transaction
      have been complied with.

      (b) The obligations of the Seller hereunder shall not be assignable nor
shall any Person succeed to the obligations of the Seller hereunder except in
each case in accordance with the provisions of Section 5.06 and this Section.



                                       14
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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                               AMERICAN HONDA FINANCE CORPORATION,
                               as Seller


                               By: /s/ Y. Kohama
                                  -----------------------------------
                               Name:  Y. Kohama
                               Title: President


                               AMERICAN HONDA RECEIVABLES CORP.,
                               as Purchaser


                               By: /s/ Y. Kohama
                                  -----------------------------------
                               Name:  Y. Kohama
                               Title: President



<Page>


                                                                    SCHEDULE A

                             SCHEDULE OF RECEIVABLES

                   Omitted -- originals on file at the offices
             of the Seller, the Purchaser and the Indenture Trustee














                                       A-1