EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 5, 2015 (this “Amendment”), is among AMERICAN HONDA FINANCE
CORPORATION, (the “Borrower”) the banks party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent and the other agents party hereto. Terms defined in the Credit Agreement (as defined below) are, unless otherwise
defined herein or the context otherwise requires, used herein as defined therein. 
 WHEREAS, the Borrower, the Banks and the Administrative
Agent are parties to that certain $3,500,000,000 Five Year Credit Agreement dated as of March 7, 2014 (the “Credit Agreement”) and wish to amend the Credit Agreement as set forth herein; 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows: 
 SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the Amendment
Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows: 
 1.1 Amendment to Section 1.
Section 1.1 is hereby amended by deleting the definition of “Commitment Termination Date” therein in its entirety and replacing it with the following in lieu thereof: 

““Commitment Termination Date” shall mean, subject in all cases, to the date the Commitments or this Agreement are
cancelled or terminated pursuant to the terms hereof, the later of (a) March 7, 2020 and (b) if maturity is extended upon the request of the Borrower pursuant to Section 2.8(a), such extended maturity date as determined
pursuant to such Section; provided, that with respect to any Non-Extending Bank, Commitment Termination Date shall mean the later of (x) March 7, 2020 and (y) only if such Non-Extending Bank extended the maturity of its
Commitments for one year pursuant to Section 2.8, such extended maturity date determined pursuant to such Section; provided, further, that if the Commitment Termination Date is not a Business Day, the Commitment Termination
Date shall be the immediately preceding Business Day.” 
 1.2 Amendment to Section 2. Section 2.8 is hereby amended by
deleting Section 2.8(a) in its entirety and replacing it with the following in lieu thereof: 
 “(a) Requests
for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Banks) not earlier than 90 days but not later than 60 days prior to any anniversary hereof (a “Loan Anniversary”), request
that each Bank extend such Bank’s Commitment Termination Date for an additional one year from the Commitment Termination Date then in effect hereunder (the “Existing Termination Date”); provided, that in no event shall
the Commitment Termination Date be extended beyond March 7, 2022.” 

  
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 SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective on the date (the
“Amendment Effective Date”) when the Administrative Agent shall have received the following each of which shall be satisfactory in form and substance to the Administrative Agent: 

(a) this Amendment, duly executed by each of the Borrower, the Banks and the Administrative Agent; 

(b) Authorized Officer’s Certificate for the Borrower, together with, copies of the articles of incorporation, by-laws
(or, in the alternative and as applicable, a certification from an Authorized Officer that any such articles of incorporation and/or by-laws previously delivered to the Administrative Agent has not been further amended, modified, rescinded or
revoked since the date of delivery thereof to the Administrative Agent) and resolutions of the Borrower. Such certificate shall also specify each of the officers who is authorized to sign this Amendment on behalf of the Borrower (including a
specimen signature of such officers). 
 (c) a certificate dated as of the date hereof and certified by an Authorized Officer
of the Borrower that states that (i) the HMC Support Agreement has not been amended, supplemented or otherwise modified since the last delivery of an executed copy of the HMC Support Agreement or any amendment or modification thereof pursuant
to Section 9.11 of the Credit Agreement and (ii) that the Borrower is not in the process of amending, supplementing or otherwise modifying the HMC Support Agreement 

(d) a certificate signed by an Authorized Officer of Borrower certifying that as of the Amendment Effective Date (i) the
representations and warranties of the Borrower contained in Section 8 of the Credit Agreement, as amended hereby, are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a
similar concept applies to any such representation or warranty, such representation or warranty is true and correct in all respects) on and as of the Amendment Effective Date and after giving effect thereto, as though made on and as of such date
(or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (ii) the Borrower is in compliance with all of the terms and provisions of the Credit Documents and no Default
has occurred and is continuing or will result from the execution and delivery or effectiveness of this Amendment, and (iii) no material adverse change has occurred since March 31, 2014, in the business, operations or financial condition of
the Borrower and the Subsidiaries, taken as whole, or in the facts and information regarding such entities as represented to date; 

(e) a favorable opinion of one or more legal counsel to the Borrower, addressed to each Bank, in form and substance reasonably
satisfactory to each Bank; and 
 (f) from the Borrower all fees required to be paid, and all expenses for which invoices
have been presented, on or before the date hereof. 

  
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 SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants to the Banks and the Administrative Agent as follows: 
 3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not
(a) contravene the terms of any of the Borrower’s organization documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any law. 

3.2 No Consents. No consent, approval, authorization, order or decree of, or notice to or filing with, any Governmental Authority is
required for the consummation of the transactions contemplated by this Amendment, except for such informational filings as may be required under applicable securities laws. 

3.3 Validity, etc. This Amendment has been duly executed and delivered by the Borrower. This Amendment constitutes a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 
 3.4 No Default. No Default has
occurred and is continuing or will result from the execution and delivery or effectiveness of this Amendment. 
 3.5 Representations and
Warranties. The representations and warranties of the Borrower contained in Section 8 of the Credit Agreement (as amended hereby) and in the other Credit Documents are true and correct in all material respects (except, if a qualifier
relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty is true and correct in all respects) on and as of the Amendment Effective Date and after giving
effect thereto, as though made on and as of the Amendment Effective Date, with the same effect as though made on 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). 
 SECTION 4. MISCELLANEOUS. 

4.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement,
as amended hereby, and all other Credit Documents shall remain in full force and effect and each is hereby ratified, approved and confirmed in each and every respect. After the effectiveness of this Amendment in accordance with its terms, all
references to the Credit Agreement in the Credit Documents or in any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended hereby. 

4.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand all out-of-pocket costs and expenses of the Administrative
Agent (including the reasonable fees and disbursements of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment. 

  
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 4.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of
such provision in any other jurisdiction. 
 4.4 Headings. The various headings of this Amendment are inserted for convenience only
and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
 4.5 Execution in Counterparts. This
Amendment may be executed by the parties hereto in several counterparts (and by different parties hereto in different counterparts), each of which shall be deemed to be an original and all of which shall constitute together but one and the same
agreement. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic “.pdf” file shall be effective as delivery of a manually executed counterpart hereof. 

4.6 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

4.7 Successors and Assigns. Subject to any restrictions on assignment contained in the Credit Agreement, the Credit Agreement and this
Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 

[Signatures follow] 

  
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 IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment to Credit Agreement
as of the date first set forth above. 
  

			
	AMERICAN HONDA FINANCE CORPORATION
		
	By:		 /s/ Shinji Kubaru

	Name:		Shinji Kubaru
	Title:		Vice President and Treasurer


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Administrative Agent and as Auction Agent

		
	By:		 /s/ Lawrence Blat

	Name:		Lawrence Blat
	Title:		Authorized Signatory
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Bank

		
	By:		  

	Name:		
	Title:		


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Administrative Agent and as Auction Agent

		
	By:		  

	Name:		
	Title:		
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Bank

		
	By:		 /s/ Minoru Hagio

	Name:		Minoru Hagio
	Title:		Managing Director


 [Signature Page to First Amendment to Credit Agreement] 








			
	JPMORGAN CHASE BANK, N.A.,
	as a Bank
		
	By:		 /s/ Matthew C. Swickhamer

	Name:		 Matthew C. Swickhamer

	Title:		 Vice President



 [Signature Page to First Amendment to Credit Agreement] 







 
			
	BANK OF AMERICA, N.A.,
	as a Bank
		
	By:		 /s/ Prathamesh Kshirsagar

	Name:		Prathamesh Kshirsagar
	Title:		Assistant Vice President


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	BARCLAYS BANK PLC,
	as a Bank
		
	By:		 /s/ Marguerite Sutton

	Name:		 Marguerite Sutton

	Title:		 Vice President



 [Signature Page to First Amendment to Credit Agreement] 







 
			
	BNP PARIBAS,
	as a Bank
		
	By:		 /s/ Christopher Sked

	Name:		Christopher Sked
	Title:		Managing Director
	
	BNP PARIBAS,
	as a Bank
		
	By:		 /s/ Nicole Rodriguez

	Name:		Nicole Rodriguez
	Title:		Vice President


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	CITIBANK, N.A.,
	as a Bank
		
	By:		 /s/ Brian Ike

	Name:		 Brian Ike

	Title:		 Vice President



 [Signature Page to First Amendment to Credit Agreement] 







 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Bank
		
	 By:
		 /s/ Virginia Cosenza

	 Name:
		Virginia Cosenza
	 Title:
		Vice President
		
	 By:
		 /s/ Heidi Sandquist

	 Name:
		Heidi Sandquist
	 Title:
		Director


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	MIZUHO BANK, LTD., LOS ANGELES BRANCH,
	as a Bank
		
	By:		 /s/ Naoaki Saito

	Name:		Naoaki Saito
	Title:		Joint General Manager


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	SOCIÉTÉ GÉNÉRALE,
	as a Bank
		
	By:		 /s/ Yao Wang

	Name:		Yao Wang
	Title:		Director


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Bank
		
	By:		 /s/ Hiroyuki Suzuki

	Name:		Hiroyuki Suzuki
	Title		Executive Director


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Bank
		
	By:		 /s/ Mark H. Halldorson

	Name:		Mark H. Halldorson
	Title:		Director


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	LLOYDS BANK PLC,
	as a Bank
		
	By:		 /s/ Stephen Giacolone

	Name:		 Stephen Giacolone

	Title:		 Assistant Vice President

			            G011
		
	By:		 /s/ Julia Franklin

	Name:		 Julia Franklin

	Title:		 Vice President

			            F014


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	ROYAL BANK OF CANADA,
	as a Bank
		
	By:		 /s/ Edward D. Herko

	Name:		Edward D. Herko
	Title:		Authorized Signatory


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	 THE TORONTO DOMINION BANK, NEW YORK

BRANCH, as a Bank

		
	By:		 /s/ Robyn Zeller

	Name:		Robyn Zeller
	Title:		Senior Vice President


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Bank
		
	 By:
		 /s/ Jeff Benedix

	 Name:
		 Jeff Benedix

	 Title:
		 Vice President



 [Signature Page to First Amendment to Credit Agreement] 







 
			
	HSBC BANK USA, N.A.,
	as a Bank
		
	By:		 /s/ Christopher Samms

	Name:		Christopher Samms
	Title:		Senior Vice President, #9426


 [Signature Page to First Amendment to Credit Agreement] 








			
	 MITSUBISHI UFJ TRUST AND BANKING

CORPORATION NEW YORK BRANCH,

	as a Bank
		
	By:		 /s/ Makoto Takeda

	Name:		Makoto Takeda
	Title:		Senior Vice President


 [Signature Page to First Amendment to Credit Agreement] 







 
			
	THE NORINCHUKIN BANK, NEW YORK BRANCH,
	as a Bank
		
	By:		 /s/ Kazuro Tanaka

	Name:		Kazuro Tanaka
	Title		Joint General Manager


 [Signature Page to First Amendment to Credit Agreement] 








			
	THE BANK OF NEW YORK MELLON,
	as a Bank
		
	By:		 /s/ John T. Smathers

	Name:		John T. Smathers
	Title:		First Vice President


 [Signature Page to First Amendment to Credit Agreement]