TOYOTA AUTO LEASE TRUST 1998-B
8-K, 2000-05-26
ASSET-BACKED SECURITIES
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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934



                Date of Report (Date of earliest event reported):
                                  May 12, 2000

                         TOYOTA AUTO LEASE TRUST 1998-B
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    CALIFORNIA                     333-57109                   33-0755530
- --------------------------------------------------------------------------------
(State or Other              (Commission File Number)       (I.R.S. Employer
Jurisdiction of                                              Identification No.)
  Incorporation)


                       c/o Toyota Motor Credit Corporation
                           19001 South Western Avenue
                           Torrance, California 90509
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (310) 787-1310
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS

                  Toyota Leasing, Inc. ("TLI") and U.S. Bank National
Association ("U.S. Bank") have executed the Instrument of Amendment of the
1998-B Securitization Trust Agreement, dated as of May 12, 2000 (the
"Amendment"), in order to amend the 1998-B Securitization Trust Agreement, dated
as of September 1, 1998, between TLI, as transferor, and U.S. Bank, as trustee.
The Amendment provides for an increase in the Specified Reserve Fund Balance
from $60,496,537.49 to $105,923,937.00 and allows TLI to make a capital
contribution to the Reserve Fund to fund such increase.

                  On May 25, 2000, TLI deposited $37,000,000 into the Reserve
Fund of the 1998-B Securitization Trust to fund a portion of such increase.
The remainder of the increase will be funded from excess cash flows that TLI
would have otherwise received as holder of the transferor certificate.

                  The Amendment is attached hereto as exhibit 20.


ITEM 7.  FINANCIAL STATEMENTS,  PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits

         20       Instrument of Amendment to the 1998-B Securitization Trust
                  Agreement.


<PAGE>

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.

                                TOYOTA AUTO LEASE TRUST 1998-B

                                BY: TOYOTA MOTOR CREDIT CORPORATION, AS SERVICER

                                By:    /S/ GEORGE E. BORST
                                   ---------------------------------------------
                                   Name:  George E. Borst
                                   Title: Senior Vice President and General
                                          Manager

May 25, 2000


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                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION OF EXHIBIT
- -----------                ----------------------
20                         Instrument of Amendment to the 1998-B Securitization
                           Trust Agreement.


<PAGE>

- --------------------------------------------------------------------------------

                              TOYOTA LEASING, INC.

                                   AND

           U.S NATIONAL ASSOCIATION, AS 1998-B SECURITIZATION TRUSTEE


                         TOYOTA AUTO LEASE TRUST 1998-B
                      AUTO LEASE ASSET-BACKED CERTIFICATES

                           INSTRUMENT OF AMENDMENT OF
                      1998-B SECURITIZATION TRUST AGREEMENT


                            Dated as of May 12, 2000

- --------------------------------------------------------------------------------


<PAGE>

                         TOYOTA AUTO LEASE TRUST 1998-B

                      AUTO LEASE ASSET-BACKED CERTIFICATES

                           INSTRUMENT OF AMENDMENT OF

                      1998-B SECURITIZATION TRUST AGREEMENT


         THIS INSTRUMENT OF AMENDMENT, dated as of May 12, 2000 (the
"Amendment"), between Toyota Leasing, Inc. ("TLI"), in its capacity as
transferor (the "Transferor"), and U.S. Bank National Association ("U.S. Bank"),
in its capacity as the trustee (the "1998-B Securitization Trustee"), is made
with respect to amending the 1998-B Securitization Trust Agreement, dated as of
September 1, 1998 (the "1998-B Securitization Trust Agreement"), between TLI and
U.S. Bank.

                                    RECITALS

                  WHEREAS, the parties hereto wish to enter into this Amendment
in order to amend and supplement certain provisions of the 1998-B Securitization
Trust Agreement to increase the size of the reserve fund; and

                  WHEREAS, TLI desires to fund the increased reserve fund by
making a capital contribution.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto agree as follows:

         SECTION 1. DEFINITIONS. For all purposes of this Amendment, unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings attributed to them in the Annex of Definitions to the Titling Trust
Agreement, or the Annex of Supplemental Definitions to the 1998-B SUBI
Supplement.

         SECTION 2. AMENDMENT  TO  SECTION  1.01.  The  following  paragraph
is added  following  the first paragraph of Section 1.01:

                  Notwithstanding the foregoing paragraph, the term "Specified
Reserve Fund Balance," as used in this 1998-B Securitization Trust Agreement,
shall have the following definition:

                  "SPECIFIED RESERVE FUND BALANCE" means, with respect to any
         Monthly Allocation Date, $105,923,937 (9.630% of the Aggregate Net
         Investment Value as of the Cutoff Date); provided, however, that the
         Specified Reserve Fund Balance shall in no event be more than the
         lesser of (1) the Adjusted Investor Balance or (2) the greater of (A)
         20% of the aggregate of the Residual Values of Contracts that are not
         Matured Contracts as of the last day of the preceding Collection Period
         or (B) $60,496,537.49 (or $71,495,907.94 if


                                       1

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         (i) the average of the Charge-off Rates for the three preceding
         Collection Periods exceeds 1.25%, (ii) the average of the Delinquency
         Percentages for the three preceding Collection Periods exceeds 1.25%,
         or (iii) the Residual Value Test is not satisfied as of the related
         Determination Date).

         SECTION 3. AMENDMENT  TO SECTION  3.02.  The following sentence is
added to the end of the second sentence of paragraph (h) of Section 3.02:

                  Subsequent to the Closing Date, the Transferor may, at its
         discretion, deposit cash or other property into the Reserve Fund on any
         Business Day, provided that the Transferor receives prior written
         consent from the 1998-B Securitization Trustee.

                    [Remainder of the page intentionally left blank.]


                                       2

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the date first
written above.

                                             TOYOTA LEASING, INC.,
                                             as Transferor

                                             By: /S/ LLOYD MISTELE
                                                --------------------------------
                                                Name:    Lloyd Mistele
                                                Title:   President


                                             U.S. BANK NATIONAL ASSOCIATION,
                                             as 1998-B Securitization Trustee
                                             and as Securities Intermediary

                                             By: /S/ MELISSA ROSAL
                                                --------------------------------
                                                Name:    Melissa Rosal
                                                Title:   Vice President


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