Material Agreement - Form 8-K

On March 25, 2024, Honda Canada Finance Inc. ("HCFI"), a subsidiary of American Honda Finance Corporation, entered into its C$2,000,000,000 ($1,472,428,771) Third Amended and Restated Credit Agreement, among HCFI, as the borrower, the lenders party thereto, and Canadian Imperial Bank of Commerce, as administrative agent, joint bookrunner and co-leadarranger, RBC Capital Markets, as joint bookrunner and co-leadarranger, BMO Capital Markets, as joint bookrunner and co-leadarranger, The Toronto-Dominion Bank, as co-arrangerand co-syndicationagent, MUFG Bank, Ltd., Canada Branch, as co-arrangerand co-syndicationagent, Bank of Montreal, as co-syndicationagent, Royal Bank of Canada, as co-syndicationagent, Mizuho Bank, Ltd., Canada Branch, as documentation agent (the "Credit Agreement").

The Credit Agreement provides that HCFI may borrow up to C$1,000,000,000 ($736,214,386) on a one year revolving basis (from the date of the Credit Agreement) and up to C$1,000,000,000 ($736,214,386) on a five-year revolving basis (from the date of the Credit Agreement), each for general corporate purposes. Outstanding borrowings under the Credit Agreement are based on a prime rate plus an applicable margin, which is determined based on HCFI's debt ratings. The prime rate under the Credit Agreement is the higher of (i) the prime rate determined by the administrative agent or (ii) the sum of (a) Adjusted Term CORRA (as defined therein) for an interest period of one (1) month in effect on such day and (b) 1.00%; provided thatthe prime rate shall not be less than zero. On the date of this filing, no amounts were drawn upon under the Credit Agreement.

The Credit Agreement contains customary conditions to borrowing and customary restrictive covenants on HCFI and its subsdiaries, including limitations on liens and limitations on mergers and consolidations and asset sales. The Credit Agreement also requires HCFI to maintain a positive consolidated tangible net worth. The Credit Agreement, in addition to other customary events of default, include cross-default provisions and provisions for default if Honda Motor Co., Ltd., an indirect parent of HCFI ("HMC"), does not maintain ownership, whether directly or indirectly, of at least 80% of the outstanding capital stock of HCFI. In addition, the Credit Agreement contains provisions for default if HMC's obligations under the Keep Well Agreement, dated as of September 9, 2005, between HMC and HCFI, become invalid, voidable, or unenforceable. All of these conditions, covenants and events of default are subject to important limitations and exceptions under the Credit Agreement.

Certain of the lenders party to the Credit Agreement, as well as certain of their respective affiliates, have performed, and may in the future perform, commercial banking, investment banking, underwriting and other financial advisory services for HCFI and its affiliates, for which they have received, and will receive, customary fees and expenses.

The Credit Agreement replaces HCFI's C$2,000,000,000 credit agreement, dated as of March 24, 2014, and as amended from time to time, by and among HCFI, as borrower, and the lenders party thereto, and Canadian Imperial Bank of Commerce, as administrative agent, Canadian Imperial Bank of Commerce, and RBC Capital Markets, as joint bookrunners, Canadian Imperial Bank of Commerce, BMO Capital Markets, and RBC Capital Markets, as co-leadarrangers, The Toronto-Dominion Bank and Bank of Tokyo-Mitsubishi UFJ (Canada), as co-arrangers,Bank of Montreal, Royal Bank of Canada, The Toronto Dominion Bank, and Bank of Tokyo-Mitsubishi UFJ (Canada), as co-syndicationagents, Mizuho Corporate Bank, Ltd., Canada Branch, as documentation agent, which terminated by its terms on March 25, 2024. No amounts were outstanding under this C$2,000,000,000 credit agreement in connection with its termination on March 25, 2024.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement. A copy of the Credit Agreement is included in this Form 8-Kas Exhibit 10.1 and is incorporated herein by reference.

References to "C$" are to the Canadian dollar. This current report contains translations of certain Canadian dollar amounts into U.S. dollars at the rate specified below solely for your convenience. These translations should not be construed as representations that the Canadian dollar amounts actually represent such U.S. dollar amounts or that they could be converted into U.S. dollars at the rate indicated. U.S. dollar equivalents for "C$" amounts are calculated based on an exchange rate of 1.3583 per U.S. dollar as of March 25, 2024.